Agenda packet — San Rafael City Council, December 2, 2024 (part 1 of 2)

AGENDA - REVISED
SAN RAFAEL CITY COUNCIL - MONDAY, DECEMBER 2, 2024
REGULAR MEETING AT 6:00 P.M.

San Rafael City Hall, Council Chambers
1400 Fifth Avenue, San Rafael, CA 94901
Watch Online:

Watch on Zoom Webinar: https://tinyurl.com/cc-2024-12-02 Watch on YouTube: www.youtube.com/cityofsanrafael
Listen by phone: (669) 444-9171
ID: 844-3204-9611#
One Tap Mobile: +16694449171,,84432049611# US
This meeting will be held in-person. This meeting is being streamed to YouTube at www.youtube.com/cityofsanrafael.

How to participate in the meeting:
• You are welcome to come to the meeting and provide public comment in person. Each speaker will have 2-minutes to provide public comment per agenda item. • Submit your comments by email to [email protected] by 4:00 p.m. the day of the meeting.

If you experience technical difficulties during the meeting, please contact [email protected].

OPEN SESSION

1. None.

CLOSED SESSION

2. Closed Session: - None.

CITY MANAGER AND COUNCILMEMBER REPORTS:
(including AB 1234 Reports on Meetings and Conferences Attended at City Expense)

3. City Manager and Councilmember Reports:

CONSENT CALENDAR:

The opportunity for public comment on consent calendar items will occur prior to the City Council’s vote on the Consent Calendar. The City Council may approve the entire consent calendar with one action. In the alternative, items on the Consent Calendar may be removed by any City Council or staff member, for separate discussion and vote.

4. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the Regular City Council Meeting of November 18, 2024 (CC) Recommended Action - Approve minutes as submitted
b. Public Art Review Board
Resolution and Appointment (CC):
2 i. Resolution Amending the Public Art Review Board Bylaws to Remove the Planning Commission Representative and Replace it with an At-Large Member Seat Recommended Action – Adopt Resolution
ii. Appoint Meili Zhao to the Public Art Review Board to the End of October 2028 Recommended Action – Approve Appointment
c. Strategic Consulting Services
Authorize the City Manager to Enter into a First Amendment to the Professional Services Agreement with CivicMakers, LLC for Strategic Consulting Services, In an Amount of $33,535, Increasing the Total Not-To-Exceed Amount of the Agreement to $98,535 (DS) Recommended Action – Authorize the City Manager to enter into a first amendment to the professional services agreement with CivicMakers, LLC for strategic consulting services, in an amount of $33,535, increasing the total not-to-exceed amount of the agreement to $98,535 d. Telephone Project Implementation Services
Authorize the City Manager to Enter into a First Amendment to the Professional Services Agreement with Xantrion, Inc. for Telephone Implementation Services, In an Amount of $40,000, Increasing the Total Not-To-Exceed Amount of the Agreement to $97,000 (DS) Recommended Action – Authorize the City Manager to enter into a first amendment to the professional services agreement with Xantrion, Inc. for telephone implementation services in the amount of $40,000, increasing the total not-to-exceed amount of the agreement to $97,000 e. Citywide Bicycle and Pedestrian Plan Update
Authorize the City Manager to Enter into a Professional Services Agreement with Parametrix, Inc. to Update San Rafael’s Citywide Bicycle and Pedestrian Plan in the Amount Not to Exceed $236,710 (PW)
Recommended Action – Authorize the City Manager to enter into a professional services agreement with Parametrix, Inc. to update San Rafael’s Citywide Bicycle and Pedestrian Plan (CBPP) in the amount not to exceed $236,710; And, authorize supplemental budget appropriations of $16,710 from available Gas Tax funds (Fund 206) for the project f. Francisco Boulevard East Mid-Block Crossing Enhancement Project Authorize and Award Agreements for the Francisco Boulevard East Mid-Block Crossing Enhancement Project, Including:
i. A Construction Agreement with Mike Brown Electric, Co. in the Amount of $429,968 and Authorize the City Manager to Use Contingency Funds of $86,032 for a Not-To Exceed Amount of $516,000 for the Project
Recommended Action – Award the construction agreement (the “Construction Agreement”) for the project to Mike Brown Electric Co., authorize the City Manager to execute the construction agreement in the amount of $429,968, and authorize the City Manager to amend the contract amount using contingency funds of $86,032 for a total not to exceed amount of $516,000 for the project
ii. A First Amendment to a Task Order Agreement with Kimley-Horn and Associates, Inc. for Additional Construction Support Services, in an Additional Amount of $16,950, Increasing the Total Not-To-Exceed Amount of the Agreement to $85,643 Recommended Action – Authorize the City Manger to enter into a first amendment to the task order agreement with Kimley-Horn and Associates, Inc. (“Kimley-Horn”) for additional construction support services for the Project in an additional amount of $16,950, increasing the total not-to-exceed amount of the agreement to $85,643 iii. A Funding Agreement with Canal Alliance and Related Supplemental Budget Appropriation
3 Recommended Action – Authorize the City Manager to enter into a funding agreement with Canal Alliance and authorize supplemental budget appropriation in the amount of $409,233 (Fund 206)
iv. Approve the Plans and Specifications for the Project (PW) Recommended Action – Approve plans and specifications for the Francisco Boulevard East Mid-Block Crossing Enhancement Project (also referred to as “City Project No. 11451” and “the Project”), deemed reasonable by the City Engineer, on file in the Department of Public Works

OTHER AGENDA ITEMS

5. Other Agenda Items:
a. Affordable Housing Funding Recommendation and Upcoming Notice of Funding Availability
i. Resolution Authorizing the Appropriation of $252,000 to Support the Acquisition of a Nine-Unit Apartment Building at 1400 Lincoln Avenue for the Preservation as Affordable Housing
Recommended Action – Adopt Resolution
ii. Informational Report on the Status and Scope of Joint Notice of Funding Availability with the County of Marin in January 2025
Recommended Action – Accept Report

PUBLIC HEARINGS

6. Public Hearings:
a. Northgate Town Square Project – Consideration of the Environmental Impact Report and Project Entitlements to Redevelop the Existing Northgate Mall Property Located at 5800 Northgate Drive
Northgate Town Square Project – (5800 Northgate Drive) – Public Hearing to Consider the Project, Which Includes an Environmental Impact Report, Entitlement Requests from Merlone Geier Partners, LLC for a Rezone from General Commercial District to Planned Development Zone, a Vesting Tentative Subdivision Map, a Master Use Permit Inclusive of an Affordable Housing Agreement, an Environmental and Design Review Permit, and a Master Sign Program to Allow a Comprehensive Redevelopment of the Existing Northgate Mall into a Phased Mixed-Use Development
Recommended Action -
i. Adopt a Resolution certifying the Final Environmental Impact Report (FEIR) for the Northgate Town Square Project (Attachment 1)
ii. Introduce an Ordinance to adopt a Zoning Amendment to establish the Northgate Town Square Planned Development (PD) District, approve the Northgate Town Square Development Plan, amend the City’s Zoning Map, and rezone the 44.76-acre Northgate Mall property from General Commercial to the Northgate PD District and including adoption of Findings of Fact, a Statement of Overriding Consideration, and a Mitigation Monitoring and Reporting Program (MMRP) for the Northgate Town Square Project (Attachment 2) iii. Adopt a Resolution approving the Vesting Tentative Subdivision Map, Master Use Permit inclusive of a project wide affordable housing agreement, Environmental and Design Review Permit, and Master Sign Program for the Northgate Town Square Project (Attachment 3)

OPEN TIME FOR PUBLIC EXPRESSION
The public is welcome to address the City Council at this time on matters not on the agenda that are within its jurisdiction. Please be advised that pursuant to Government Code Section 54954.2, 4 the City Council is not permitted to discuss or take action on any matter not on the agenda unless it determines that an emergency exists, or that there is a need to take immediate action which arose following posting of the agenda. Comments may be no longer than two minutes and should be respectful to the community.

ADJOURNMENT:

Any records relating to an agenda item, received by a majority or more of the Council less than 72 hours before the meeting, shall be available for inspection online and at City Hall, 1400 Fifth Avenue, and placed with other agendarelated materials on the table in front of the Council Chamber prior to the meeting. Sign Language interpreters may be requested by calling (415) 485-3066 (voice), emailing [email protected] or using the California Telecommunications Relay Service by dialing “711”, at least 72 hours in advance of the meeting. Copies of documents are available in accessible formats upon request. To request Spanish language interpretation, please submit an online form at https://www.cityofsanrafael.org/request-for-interpretation/.

Minutes subject to approval at the 12/02/24 City Council Meeting

MINUTES
SAN RAFAEL CITY COUNCIL - MONDAY, NOVEMBER 18, 2024
REGULAR MEETING AT 6:00 P.M.

San Rafael City Hall, Council Chambers
1400 Fifth Avenue, San Rafael, CA 94901
Watch Online:

Watch on Zoom Webinar: https://tinyurl.com/cc-2024-11-18 Watch on YouTube: www.youtube.com/cityofsanrafael
Listen by phone: (669) 444-9171
ID: 860-6190-5675#
One Tap Mobile: +16694449171,,86061905675# US
This meeting will be held in-person. This meeting is being streamed to YouTube at www.youtube.com/cityofsanrafael.

If you experience technical difficulties during the meeting, please contact [email protected].

OPEN SESSION– THIRD FLOOR CONFERENCE ROOM – 5:00 P.M.

1. Mayor Kate to announce Closed Session items.

CLOSED SESSION – THIRD FLOOR CONFERENCE ROOM – 5:00 P.M.

2. Closed Session:
a. CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (3) of subdivision (d) of Section 54956.9 (one case)
b. CONFERENCE WITH LABOR NEGOTIATORS
Agency designated representatives: Mayor Kate Colin and Vice Mayor Eli Hill Unrepresented employee: City Manager

Present: Councilmember Bushey
Vice Mayor Hill
Councilmember Kertz
Councilmember Llorens Gulati
Mayor Kate

Absent: None
Also Present: City Manager Cristine Alilovich
City Attorney Rob Epstein
City Clerk Lindsay Lara
Mayor Kate called the meeting to order at 6:00 p.m. and invited City Clerk Lindsay Lara to call the 2 roll and all members of the City Council were present.

City Attorney Robert Epstein announced that no reportable action was taken in Closed Session held before the meeting.

Mayor Kate provided opening remarks which included gratitude to City Staff, an announcement of the Team of the 3rd Quarter (Police Department’s Patrol Team 2), the November 5, 2024 election and a land acknowledgment.

CITY MANAGER AND COUNCILMEMBER REPORTS:
(including AB 1234 Reports on Meetings and Conferences Attended at City Expense)

3. City Manager and Councilmember Reports:

City Manager Cristine Alilovich reported on:
• Greg Minor, the City’s new Assistant Director of Community and Economic Development
• Upcoming storms update
• Sonoma Marin Area Rail Transit (SMART) Draft Strategic Plan 2025-2030 • SMART Grand Opening, pathway from McGinnis Parkway to Smith Ranch Road, to be cancelled due to rain and will be rescheduled
• County exhibit “I Will Not Be Forgotten, The Dignity of Homelessness” on display at the Civic Center until January 31
• Annual Holiday of Lights and Winter Wonderland and Shop Small Business Saturday to be held Saturday, November 30, 11a.m.–6 p.m.
• Unveiling of a public art installation called “Civic Wave” to be held Saturday, November 30, at 1001 4th Street, 5 p.m.
• Chamber/Business Improvement District (BID) Third Annual Great Downtown Elf Hunt to be held from November 30 to January 6, downtown
• Santa Cop Program started today
• Santa (arriving aboard Fire Engine 51) to visit kids at West End Nursery on Saturday, December 7, 1-3 p.m.
• Menorah lighting and Gelt drop to be held Sunday, December 29, downtown, 5-6:30 p.m.
• Early congratulations to Mayor Kate, Councilmembers Kertz and Llorens Gulati, City Attorney Epstein and City Clerk Lara for new terms via the unofficial results City Clerk Lindsay Lara provided a brief update on the unofficial election results from the November 5, 2024 General Municipal Election.

City Councilmember Reports:
• Vice Mayor Hill reported on a Finance Subcommittee meeting and the Arbor Day Celebration.
• Councilmember Kertz reported on Marin Wildfire Prevention Authority (MWPA) meetings, a Homeless Community Group meeting, a City Schools meeting, a County Priority Setting Committee meeting and a Seeds of Hope event. • Councilmember Bushey reported on a San Rafael Sanitation District board meeting. • Councilmember Llorens Gulati reported on a Mission Promise Neighborhood tour in San Francisco, a Marin Clean Energy executive committee meeting, the Chamber of Commerce November Mixer, the Arbor Day Celebration, a Transportation Authority of Marin (TAM) workshop, the San Rafael Marin Evening Rotary Club 50 year celebration and a King Tides tour in the Canal.
3 • Mayor Kate reported on another Daisy Troop event, the North Bay Candleworks ribbon cutting, the Marin Community Clinics Dental Clinic ribbon cutting and a meeting with Senator McGuire.

Mayor Kate invited public comment.

Speaker: Shinji Sakai-Egi, Name Withheld
CONSENT CALENDAR:

Mayor Kate invited public comment; however, there was none.

Councilmember Llorens Gulati moved and Councilmember Kertz seconded to approve the Consent Calendar.

4. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the Regular and Special City Council Meetings of November 4, 2024 (CC)
Approved minutes as submitted
b. Downtown Business Improvement District (BID) Assessment Annual Renewal Resolution Declaring the City Council’s Intention to Levy an Annual Assessment for Calendar Year 2025 for the Downtown San Rafael Business Improvement District (CED) Accept Reported; And, Resolution 15356 - Resolution Declaring the City Council’s Intention to Levy an Annual Assessment for Calendar Year 2025 for the Downtown San Rafael Business Improvement District
c. EMS Equipment Replacement
Authorize the City Manager to Purchase Thirteen Cardiac Monitors, Two Power Load Gurneys, and Five Stairchairs in an Amount Not to Exceed $678,237 (Fin) Authorized the City Manager to purchase thirteen cardiac monitors, two power load gurneys, and five stairchairs through a cooperative agreement from Stryker in an amount not to exceed $678,237; and, Authorized a budget appropriation from the Emergency Medical Services Fund (Fund 210) for the purchase of the equipment
d. City Quarterly Investment Report
Acceptance of City of San Rafael Quarterly Investment Report for the Quarter Ending September 30, 2024 (Fin)
Accepted Report
e. Windward Way Gas Monitoring Services
Authorize the City Manager to Enter into the First Amendment to the Professional Services Agreement with Haley & Aldrich for Windward Way Gas Monitoring Services, in an Amount of $77,000, Increasing the Total Not-To-Exceed Amount of the Agreement to $145,800, and Approve Supplemental Budget Appropriations (DPW) Authorized the City Manager to enter into the first amendment to the professional services agreement with Haley & Aldrich, Inc. for Windward Way gas monitoring services, in an amount of $77,000, increasing the total not-to-exceed amount of the agreement to $145,800; and, Authorized supplemental budget appropriations totaling $217,500 to cover additional gas 4 monitoring services ($77,000; General Fund-001) along with additional well construction work ($140,500; Capital Fund-401)
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None

OTHER AGENDA ITEMS

5. Other Agenda Items:
a. FY 2024-25 First Quarter Budget Update
FY 2024-25 First Quarter Budget Update: Revenue and Expenditure Results for the Quarter Ending September 30, 2024 (Fin)
Finance Director Paul Navazio presented the Staff Report.

Staff responded to questions from the City Council.

Mayor Kate invited public comment.

Speaker: Al Vetere
Staff responded to questions raised during public comment.

Councilmembers provided comments.

Vice Mayor Hill moved and Councilmember Bushey seconded to accept the fiscal year (FY) 2024-25 First Quarter Budget Update presenting revenue and expenditure results through the first quarter of the current fiscal year (through September 30, 2024) (Attachment A); and, Authorize amendments to the FY 2024-25 budget representing unencumbered carryover appropriations for specified purposes, totaling $1,080,148, as presented in Attachment B.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Accepted the fiscal year (FY) 2024-25 First Quarter Budget Update presenting revenue and expenditure results through the first quarter of the current fiscal year (through September 30, 2024) (Attachment A); and, Authorized amendments to the FY 2024-25 budget representing unencumbered carry-over appropriations for specified purposes, totaling $1,080,148, as presented in Attachment B
b. Year-End Audited Financial Statements and Related Audit Reports Fiscal Year 2023-24 Annual Comprehensive Financial Report; Memorandum on Internal Control; Report of Required Communications; Child Development Program Financial Report; and Gann Appropriations Limit (Fin)
Finance Director Paul Navazio presented the Staff Report along with Whitney Crockett of Maze & Associates.
5 Staff responded to questions from the City Council.

Mayor Kate invited public comment.

Speakers: Name Withheld, John Reynolds
Staff responded to questions raised in public comment.

Councilmembers provided comments.

Councilmember Kertz moved and Vice Mayor Hill seconded to accept the Fiscal Year 2023- 24 Annual Comprehensive Financial Report, Memorandum on Internal Control, Report of Required Communications, Child Development Program Financial Report, and Gann Appropriations Limit Report.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Accepted the Fiscal Year 2023-24 Annual Comprehensive Financial Report, Memorandum on Internal Control, Report of Required Communications, Child Development Program Financial Report, and Gann Appropriations Limit Report

OPEN TIME FOR PUBLIC EXPRESSION
• John Reynolds addressed the City Council regarding Northgate development. • Al Vetere addressed the City Council regarding road paving, and expressed that Sonic is tearing up the streets.

ADJOURNMENT:

Mayor Kate adjourned the meeting at 7:17 p.m.
__________________________
LINDSAY LARA, City Clerk

APPROVED THIS _____DAY OF____________, 2024

_____________________________________
KATE COLIN, Mayor
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.b
Meeting Date: December 2, 2024

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: City Clerk
Prepared by: Lindsay Lara, City Clerk City Manager Approval: ______________ TOPIC: PUBLIC ART REVIEW BOARD
SUBJECT: 1. RESOLUTION AMENDING THE PUBLIC ART REVIEW BOARD BYLAWS TO

REMOVE THE PLANNING COMMISSION REPRESENTATIVE AND REPLACE IT WITH

AN AT-LARGE MEMBER SEAT

2. APPOINT MEILI ZHAO TO THE PUBLIC ART REVIEW BOARD TO THE END OF OCTOBER 2028
RECOMMENDATION:

Adopt a resolution amending the Public Art Review Board Bylaws to remove the Planning Commission representative and replace it with an at-large member seat; and appoint Meili Zhao to the Public Art Review Board to the end of October 2028.

BACKGROUND / ANALYSIS:

In May 2022, the City Council established the Public Art Review Board consisting of three community members, one representative from the Park and Recreation Commission and one representative from the Design Review Board. On June 17, 2024, the City Council approved an amendment to the Public Art Review Board Bylaws to include a stipend for serving on the Board. On July 15, 2024, the City Council adopted an ordinance dissolving the Design Review Board and consolidating it with the Planning Commission and on September 3, 2024, the City Council approved an amendment changing the Design Review Board Liaison to the Planning Commission Liaison.

On November 4, 2024, the City Council held interviews for the Public Art Review Board and recommended staff return with an action to amend the Public Art Review Bylaws to remove the Planning Commission Representative, replace it with an at-large seat to be filled by a community member, and to appoint Meili Zhao to that seat.

FISCAL IMPACT:

There is no fiscal impact associated with this item.

ATTACHMENTS:

1. Resolution, including Exhibit A: Bylaws of the Public Art Review Board

2. Meili Zhao Application
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL

AMENDING THE PUBLIC ART REVIEW BOARD BYLAWS TO REMOVE THE PLANNING

COMMISSION REPRESENTATIVE AND REPLACE IT WITH AN AT-LARGE MEMBER SEAT WHEREAS, the Bylaws of the Public Art Review Board shall be updated to remove the Planning Commission Representative and to add an at-large member seat on the Public Art Review Board to be filled by a community member; and
WHEREAS, the bylaws in Exhibit A attached hereto are recommended by staff.

NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby repeals and replaces the City of San Rafael Bylaws of the Public Art Review Board with the version of the Bylaws attached hereto and incorporated herein as Exhibit A.

I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 2nd day of December 2024, by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

LINDSAY LARA, City Clerk

EXHIBIT A: PUBLIC ART REVIEW BOARD BYLAWS

PUBLIC ART REVIEW BOARD BYLAWS
ARTICLE I. NAME AND PURPOSE
Section 1.1. Name. The name of this body shall be the City of San Rafael Public Art Review Board, hereinafter referred to as the "Public Art Review Board," or the “Board.” Section 1.2. Purpose. The Public Art Review Board’s purpose is to help administer the public art review process and to advise the City Council on public art installations.

Section 1.3. Committee Responsibility. The Public Art Review Board’s authority over long-term art proposals (greater than one year) is advisory only and the Board will issue a recommendation to City Council to approve or reject a proposal. For shortterm art proposals, the Public Art Review Board has the authority to approve exhibitions. At staff’s discretion, certain short-term projects may be required to obtain City Council approval, depending on project impact.

The Public Art Advisory Committee’s responsibilities shall be in accord with these Bylaws, as amended from time-to-time by the City Council.

The responsibilities and duties of the Public Art Review Board shall be as follows:

1. Work with Staff in the review and approval of public art projects.

2. Review all proposals for public art and recommend select projects to City Council for approval.

3. Monitor the overall development of public art projects, encouraging balance over time with respect to background, gender, and other identities of artists selected and also with respect to styles of expression, media, and genre.

4. Provide opportunities for community input and resident participation.

5. To use the following Public Art Review Criteria in evaluating all public art proposals:
a. Project Readiness: Projects can demonstrate readiness through completeness of design, skill/experience of the artist(s) or project manager(s), secured funding for art piece and cost of installation, successful community engagement, identification of an appropriate site, and proposed schedule. The Public Art Review Board may encourage an applicant to reapply, if they deny a proposal as not sufficiently ready but with specific promise to demonstrate future readiness. b. Qualifications: Artists, artist teams, or project manager must be able to demonstrate, through past work – as evidenced in a resume, portfolio, and reference – their ability to create quality artwork and act with the utmost professionalism. In most cases, artists have considerable training and experience working professionally at and have been compensated for their art. For certain projects, the City will consider emerging or non-professional artists, who are working under the guidance of a professional mentor or art teacher.
c. Funding: Projects should have a funding source identified and project implementation will be contingent upon receipt of full funding for the project. The City does not provide project funding for public art. d. Community Engagement: Proposed projects that have completed their own public engagement process will be prioritized.
i. For long-term projects (installation planned for more than one (1) year): A minimum of one (1) public meeting and three (3) letters of support are recommended. Successful public meetings might involve the local homeowner’s association (HOA), neighborhood associations, or business owners. The Public Art Review Board must be informed of these meetings ahead of time and allowed to opportunity to attend.
ii. For short-term projects that are viewable within the public rightof-way: A minimum of two (2) letters of support is recommended. iii. In both instances, it is recommended that one of the letters of support be from the local homeowners’ association (HOA) or neighborhood association, if applicable.
iv. Short-term projects inside a public facility are not required to conduct community engagement, outside of that undertaken through the Public Art Review Board process.
e. Maintenance: Works of art will have reasonable maintenance requirements and these requirements shall be compatible with routine City maintenance procedures. For projects that require more maintenance than current City budgets and staffing allow or a specific expertise, the project must set aside sufficient maintenance funding for the duration of the project and must develop an agreement for maintenance to be performed by private parties, as approved by City staff.
f. Design: Works of art will be designed in consideration of the relevance and appropriateness of the work to the context of the site and in alignment with public safety and decency.
i. The artwork will not portray themes that may be interpreted as derogatory as to race, religion, sexual orientation, natural origin, or physical or mental disability. The artwork will not contain content, signage, names, logos, or subject matter that could be construed as advertising or as religious or sexual in nature nor will it promote a political candidate or include political text. Any content considered obscene or indecent by community
standards will be denied.
ii. The design of the artworks will take into consideration issues associated with public spaces such as security, theft, vandalism, etc.
iii. The design of the artworks will consider the specific needs and use patterns of the public space in which they will be located. For example, in parks, works of art will not block critical view corridors or impede public usage of key open space.
g. Diversity: Artists and the City's public art collection should reflect the diversity of San Rafael’s community. The Public Art Review Board shall monitor the overall development of public art projects, encouraging balance in the City’s collection over time with respect to background, gender, and other identities of artists selected and also with respect to styles of expression, media, and genre.

ARTICLE II. MEMBERSHIP
Section 2.1. Number of Members. The Public Art Review Board shall consist of five (5) voting members as follows: four (4) at-large members and one (1) representative from the Park and Recreation Commission. The Councilmember in whose district the public art is proposed will participate as a non-voting liaison to the City Council as part of the selection process.

Section 2.2. Eligibility. Members of the Committee shall be at least 18 years of age and reside within the City limits. The three (3) at-large members shall reflect the diversity of San Rafael, with professional qualifications in the visual arts and/or civic design, such as artists, architects, landscape architects, arts educators, arts administrators, urban designers, urban planners, or owners/managers of a creative business.

Section 2.3. Compensation. Committee Members may apply for stipends through the Stipend Program at $50 per month, not to exceed $600 per year per member.

Section 2.4. Appointment of Committee Members. The representative from the Park and Recreation Commission will be selected by the Park and Recreation Commission, respectively, on a biannual basis. The at-large members will be selected by the City Council.

Section 2.5. Terms of Appointment. The at-large Board members will serve a maximum of two (2) four (4) year terms. The representative from the Park and Recreation Commission shall serve a term of two (2) years, but not more than two consecutive terms. However, if there is a vacancy, the Park and Recreation Commission, they have the authority to extend the current representative’s term at their discretion. Board Members serve at will and are subject to appointment and/or removal at the discretion of City Council.

Section 2.6. Absence and Removal. An unexcused absence from two (2) consecutive Committee meetings without notification to the Staff Liaison, or six absences (whether excused or unexcused) in any term, shall be considered a voluntary resignation from the Committee. Committee members who had previously resigned may be eligible for reappointment to the Committee.

Section 2.7. Conflict of Interest. A member of the Board who has a financial, business, familial or romantic relationship regarding a matter coming before the Board shall disqualify themself from all participation in that matter.

ARTICLE III. MEETINGS
Section 3.1. Time and date of Regular Meeting. Notification of meeting place, date, and time shall be rendered to the public through posting on the City of San Rafael website. Public meetings shall be held a minimum of four (4) times per year but may meet more frequently or on an ad hoc basis, as needed. Quarterly meetings shall be scheduled annually with the quarterly meeting schedule for the upcoming year will be set by November of the previous year.

Revised September 3, 2024
Boards, Commissions & Committees Application
1 / 3
Q1
Contact Information / Información del contacto
First and Last Name / Nombre y Apellido Meili Zhao
Address / Dirección
City / Ciudad San Rafael
State / estado CA
ZIP/Postal Code / Código postal 94901
Email Address / Dirección de correo electrónico
Phone Number / Número de teléfono
Q2
What district do you currently live in?¿En qué distrito vive actualmente?
District 3/Eastern / Distrito 3/Este
Q3
How long have you lived in San Rafael?
9 years
Q4
Business Information
Company Meilizhaoart
Address
City/Town San Rafael
ZIP/Postal Code CA 94901
#82

COMPLETE
Collector: Web Link 1 (Web Link)
Started: Wednesday, August 07, 2024 9:51:21 PM
Last Modified: Wednesday, August 07, 2024 10:16:52 PM
Time Spent: 00:25:31
IP Address: 98.210.37.227

Page 1 ends

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Boards, Commissions & Committees Application
2 / 3
Q5
How did you hear about this vacant position?
City Council Agenda
Q6
What Board would you like to apply to?¿A cuál te gustaría aplicar?
Public Art Review Board
Q18
Do you participate in any civic activities? If so, what are they? I’m in The Public Art Review Bored now.

Q19
List any civic organizations of which you are a member:

Public Art Review Board
Q20
Education:

Master of Science in TCM
Q21
Why are you interested in serving on a board or commission? I’m doing Art and with artist every day, I can help with the area our city needs with art projects.

Q22
Describe possible areas in which you may have a conflict of interest with the City:

I’m trying to help the city make right decisions with art projects.

Q23
Upload your resume.

Respondent skipped this question

Page 4 ends

Page 5 ends

Boards, Commissions & Committees Application
3 / 3
Q24
Ethnicity / Raza/etnia:

Q25
To which gender do you most identify?¿Con qué género se identifica más?
Q26
How old are you?¿Cuántos años tienes?
1111
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.c
Meeting Date: December 2, 2024

PROFESSIONAL SERVICES AGREEMENT WITH CIVICMAKERS, LLC FOR STRATEGIC CONSULTING SERVICES, IN AN AMOUNT OF $33,535, INCREASING THE TOTAL NOT-TO-EXCEED AMOUNT OF THE AGREEMENT TO $98,535 RECOMMENDATION:

Staff recommends that the City Council authorize the City Manager to enter into a first amendment to the professional services agreement with CivicMakers, LLC for strategic consulting services, in an amount of $33,535, increasing the total not-to-exceed amount of the agreement to $98,535.

BACKGROUND:

In 2017, the City of San Rafael developed an innovation and learning program, Learning Lab, in coordination with CivicMakers, LLC, which taught cross-departmental teams how to apply humancentered design and project management skills to solve challenges facing the City. The program fostered cross-departmental collaboration to improve service delivery and customer service for three years until shelter-in-place orders were implemented in response to the COVID-19 pandemic. In June 2024, the City and CivicMakers entered into a new agreement to redesign an innovation program that expanded on the Learning Lab concept to support continuous learning, human-centered design, process improvement, and using data and evidence to improve City services.

ANALYSIS:

The original scope of work for CivicMakers, LLC focused on assembling cross-departmental teams to learn human-centered design principles and apply research methods across the City to design and develop an innovation program that met the needs of City staff and train staff to facilitate the program.

The scope was expanded based on the feedback of department directors and City staff to focus on implementing an innovation program based on the successful Learning Lab model, have CivicMakers co-facilitate the first cohort, develop the syllabus and training materials, and train staff to facilitate the program for subsequent cohorts without CivicMakers support. The revised scope of this first amendment includes the additional time needed for CivicMakers to manage the program and facilitate 12 sessions over six months.

FISCAL IMPACT:

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
Funding for these services has been included in Digital’s Enterprise contractual services budget for the Fiscal Year 2024-25.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Authorize the City Manager to enter into a first amendment to the professional services agreement with CivicMakers, LLC for strategic consulting services, in an amount of $33,535, increasing the total not-to-exceed amount of the agreement to $98,535.

2. Direct staff to return with more information.

RECOMMENDED ACTION:

ATTACHMENTS:

1. Draft First Amendment
1 FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

CIVICMAKERS, LLC FOR STRATEGIC CONSULTING AND TRAINING SERVICES THIS FIRST AMENDMENT to the Professional Services Agreement by and between the CITY OF SAN RAFAEL (hereinafter “CITY”), and CIVICMAKERS, LLC (hereinafter “CONSULTANT”), is made and entered into as of ____________________.

RECITALS
WHEREAS, the CITY and CONSULTANT entered into a Professional Services Agreement dated July 22, 2024 to perform professional services in connection with CITY’S Strategic Consulting and Training, for an amount not to exceed $65,000 (the “Agreement”); and WHEREAS, CITY requires additional professional services from the CONSULTANT, and the CONSULTANT is willing to provide such services.

AMENDMENT TO AGREEMENT
NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:

1. Article I of the Agreement, entitled “SERVICES TO BE PROVIDED” is hereby amended to include the additional services set forth in CONSULTANT’s revised proposal dated October 8, 2024, attached to this First Amendment as Exhibit A and incorporated herein by reference.

2. Article II of the Agreement, entitled “COMPENSATION” is hereby amended to include additional compensation payable to CONSULTANT for the services described in Exhibit A to this First Amendment, at the unit rates and rates per hour for labor in accordance with the Exhibit A, in a not-to-exceed amount of $33,535 and to change the total not-to-exceed amount under the Agreement to $98,535.

3. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force.

IN WITNESS WHEREOF, the parties have executed this First Amendment on the day, month, and year first above written.
2 CITY OF SAN RAFAEL CONSULTANT
______________________________ By:______________________________ CRISTINE ALILOVICH, City Manager
Name:____________________________
Title:_____________________________
ATTEST:
[If Consultant is a corporation, add signature of
second corporate officer]
______________________________
LINDSAY LARA, City Clerk
By:_____________________________
APPROVED AS TO FORM: Name:____________________________
Title:_____________________________
______________________________
ROBERT F. EPSTEIN, City Attorney

SCOPE OF WORK
Together Academy Training
Program
For the City of San Rafael
Revised: October 8, 2024
Prepared by:
www.civicmakers.com | [email protected] 1
City of San Rafael Learning Lab Proposal | Oct 8, 2024
Table of Contents

1. Firm Experience 3
Project Team 6

2. Scope of Work 7
Project Understanding 7
Proposed Approach 7
Proposed Activities and Timeline 8
Overall Project Timeline & Deliverables 8

3. Cost Proposal 9
© 2024, CivicMakers LLC 2
City of San Rafael Learning Lab Proposal | Oct 8, 2024

1. Firm Experience
CivicMakers is a strategic consulting firm based in San Francisco, with extensive experience supporting local government agencies across the Bay Area with community engagement, strategic planning, service design, and organizational development.

Training is a cornerstone of all of our offerings because it enables organizations to build the capacity of their staff internally, which furthers our mission to advance human-centered, collaborative problem-solving. Similar to the City of San Rafael, many of our clients would like their staff to have the tools and resources to explore more creative, collaborative and community-informed solutions, and to improve organization-wide communications practices in the process. Our training approach combines
human-centered design and systems thinking,
which results in learning opportunities that
affect organizational change.

We have honed our Human-Centered Design
“Learning Lab” training program over the
years, beginning with its inception in 2017,
when we co-created this program with
employees at the City of San Rafael. The
Learning Lab grew out of a need articulated by
our clients, which was a desire to build staff
capacity for applying innovation methodologies
into daily work practices, so that programs and
services will more closely reflect real world
needs. Figure 1: HCD process and phases.

Since that time, we have provided a range of staff training and coaching programs for local cities and state agencies across California, including the City of San José, City of Walnut Creek, City of Sunnyvale, Contra Costa County, California Department of Technology, and various open enrollment trainings for public, nonprofit, and social sector employees. In addition, we have worked extensively with some of these same clients as well as San Francisco Municipal Transportation Agency and the California Economic Development Department on multi-year organizational change initiatives aimed at embedding a culture of innovation and engagement.
“Learning Lab created a culture change within our organization. A culture change that is based on peer-to-peer, human-to-human feedback. This culture is translated into flexibility and adaptability in the workplace.” (Former Client)
© 2024, CivicMakers LLC 3
City of San Rafael Learning Lab Proposal | Oct 8, 2024
Project Examples & References
The following projects demonstrate our experience creating tailored human-centered design trainings (via our Learning Lab model) as well as customized one-off trainings for local municipalities and other public agencies.

CALIFORNIA DEPARTMENT OF TECHNOLOGY
Open Enrollment Trainings
Project Start & End Dates: 2019 - Present
CivicMakers Staff & Responsibilities: Judi Brown (Project Manager and Lead Facilitator), Leah Tremblay-Adams (Curriculum Designer and Facilitator), Brittany Henry (Facilitator) References: Jennifer Hamman, Office of Professional Development [email protected]* | (916) 898 – 0477
Keri M. Nomura, Office of Professional Development
[email protected]* | (916) 898 – 0480 [*email to arrange a call] Description of Services:

Facilitate a series of problem solving and leadership skills workshops for the newly-created Office of Innovation, which then evolved into annual open-enrollment trainings for public sector employees across the state in diverse topics including online facilitation, storytelling, and collaborative decision-making (human-centered design).

CITY OF SAN JOSE
Human-Centered Design Learning Lab
Project Start & End Dates: October 2020 - Ongoing
CivicMakers Staff & Responsibilities: Judi Brown (Project Director), Leah Tremblay-Adams (Design Researcher), Brittany Henry (Facilitator)
Reference: Kelli Parmley, Assistant Director of Human Resources [email protected]* | 804-301-4061
*Currently transitioning out of her role and has agreed to be contacted via her personal email.

Description of Services:

CivicMakers facilitated our signature Learning Lab program, an eight week, hands-on learning and engagement experience for cross-departmental teams in public institutions, with the City of San José in 2020. This was our first Learning Lab conducted entirely virtually. In October 2020, the IT department put forth an initiative to reimagine the city’s intranet, and needed some support validating assumptions of the project’s usefulness across the city.
© 2024, CivicMakers LLC 4
City of San Rafael Learning Lab Proposal | Oct 8, 2024
Human Resources and IT were willing to experiment with fostering human connection in a virtual environment, and felt confident in our ability to deliver a program that would surface needs across departments in a time of uncertainty. Since IT had already gone through the process of creating objectives for its OneCity Workplace idea (the next iteration of the City’s intranet), we turned those objectives into ‘How Might We’ statements and trained a cohort of cross-departmental teams in user research to test how the objectives could meet the needs of diverse teams across the City.

Image description: The CivicMakers team used digital collaboration tools to identify key stakeholders and create customer journey maps that helped to better understand technology needs from departments across the entire organization.

The insights gained from the user research conducted over eight weeks surfaced insights that challenges had to do with cultural or human elements as opposed to purely technology needs. These insights have been integrated into subsequent Learning Lab cohorts to get at the root cause of design challenges across the city. An RFP was recently released to procure a vendor for the OneCity Workplace intranet with technical requirements sourced directly from users across all city departments.

Video Recording Example:

This promotional video from the City of San Jose to advertise our Learning Lab training internally showcases some elements of our human-centered design training. © 2024, CivicMakers LLC 5
City of San Rafael Learning Lab Proposal | Oct 8, 2024
Project Team
We propose the following team to deliver the requested scope of services.

Judi Brown, Project Facilitator
Title: Co-Founder & Managing Partner
Judi is a creative systems thinker and human-centered design practitioner who works to bring collaborative problem-solving methods to individuals and institutions. She brings nearly 15 years of experience in applied innovation methodologies with nonprofits and government agencies. Judi has led capacity building and immersive learning experiences for clients to apply human-centered design in a way that helps reimagine institutional culture.

Leah Tremblay-Adams, Lead Curriculum Designer
Title: Principal Design Researcher
The human-centered design process can feel uncertain and unstructured.

With 5+ years as a designer in the public sector context, Leah helps to chart the course from understanding lived experience to defining problem space and identifying solutions. Drawing on her background in linguistics and organizational management, she examines underlying structures, processes and mindsets that make the difference between intended outcomes and real impact.

Cristelle Blackford, Lead Facilitator
Title: Managing Partner
Cristelle is a collaborative problem solver with a commitment to improving public services. She guides project teams, designs effective and inclusive engagements, and leads collaborations with clients, peers and community members. She brings 10+ years experience and expertise in project management, public participation and innovation practices across sectors with a multi-disciplinary background spanning urban planning, nonprofit program management, and online services.

Julian Gunter, Coordinator
Title: Jr. Associate, Design Operations
Julian supports CivicMakers’ training and engagement initiatives, as well as internal operations. He brings an analytical approach to human-centered design. He has a deep passion for helping people by seeking deep understanding and learning together. communication, teaching, and understanding. He believes interpersonal relationships are one of the most important ways we can improve ourselves and the world we live in. © 2024, CivicMakers LLC 6
City of San Rafael Learning Lab Proposal | Oct 8, 2024

2. Scope of Work
Project Understanding
The City of San Rafael is seeking a training partner that has experience in the public sector to provide applied learning in innovation methodologies while using the Together San Rafael design principles as a lens.

San Rafael’s groundbreaking Together San Rafael initiative was born out of the desire to create the capacity for collaborative problem-solving across departments. In order to address this need, we would start by providing a short “Human-Centered Design 101” training that will empower managers with tangible, actionable tools to better engage their employees in key internal decisions. Following this initial introductory training, we will engage staff across departments and levels in a 6-month, hands-on training to co-create solutions to various pressing challenges currently facing the City.

Proposed Approach
Over the course of 6 months, participants will work in small teams to learn, apply HCD methods and conduct user research to vet the desirability, feasibility and viability of the TSR Principles. The experience will culminate in a showcase where each team presents what they developed to their peers, organizational leadership and, if appropriate, community members.

Below we offer a recommended work plan that includes facilitation of the Together Academy, a training program for 20 - 30 staff from across departments. All sessions will be in person, with virtual coaching. This program would aim to achieve the following goals:
● Teach and apply human-centered design and lean process improvement, as well as skills in project management, data-informed decision making, and presentations. ● Engage a mix of participants through stakeholder engagement (e.g., managers and non-managers, range of understanding of HCD, and newer and longer-tenured employees).
● Work in small teams to apply learnings to develop a portfolio of ideas/prototypes to address various pressing challenges.
● Create an environment where teams can collaborate effectively, build psychological safety, integrate equity principles and best practices, and develop their project management and presentation skills.

After the program concludes, we will assess their skills and gather feedback on the training understand what can be improved for future iterations of the Together Academy. © 2024, CivicMakers LLC 7
City of San Rafael Learning Lab Proposal | Oct 8, 2024
Tasks and Timeline
Phase Deliverables
Kick-Off &
Planning
August 2024
Kick-off & Planning
● Hold a kick-off meeting with the core project team to clarify our work plan and establish clear roles and responsibilities. ● Identify dates for the training and related logistics ● Support employee recruitment for the training
Discovery &
Course Design
September - Oct
2024
Discovery & Course Design.
● Training and presentation for the Executive Team and
Directors to build capacity, get buy-in and understand any additional needs or constraints of City staff.
● Review background documents to understand staff needs and integrate learnings into the training design.
● Confirm collaborative tools for the cohort.
● Co-design the outline of the curriculum to integrate learnings from discovery activities.
● Up-front curriculum buildout and materials preparation Communications
& Engagement
Ongoing
Cohort Engagement & Communications. Co-design promotional language and act as advisors to the City team through participant recruitment (as needed), including gaining supervisor approval for participation. Maintain regular communications with participants and manage shared resource folders.

Sponsor Engagement & Communications. During the discovery phase we will identify 2-4 advisors and champions (likely City leadership) to support the final outcomes and help build program buy-in. We will keep this group informed of cohort progress through written communications, and would bring them in to advise at key milestones (e.g., resource prototyping and final presentations).

Session
Preparation &
Facilitation
Oct 2024 -
May 2025
Course Preparation. Based on the co-designed curriculum, customize training materials and talking points for each session. This includes presentations, worksheets, case studies, and tools for practice.

Facilitation & Training. Facilitate nine in-person trainings and a final Showcase to assist participants in learning and applying the tools and techniques introduced each week.

Coaching. Provide up to five virtual coaching sessions during which participants can receive customized guidance and support. © 2024, CivicMakers LLC 8
City of San Rafael Learning Lab Proposal | Oct 8, 2024
Evaluation &
Reporting
May - June 2025
Session Debriefs. After each session, we will debrief to evaluate the session design and identify what worked well and what could be improved. This information will help inform the design of the next session as well as subsequent cohorts.

Evaluation. At the end of each session and the conclusion of the program, we will collect participant feedback through surveys, as well as feedback from advisors and showcase attendees. We will also conduct pre & post surveys to identify growth or changes in cohort skills and attitudes.

Recommendations Report. We will summarize our key takeaways and lessons learned in a summary report, including recommended next steps.

Project
Management
Ongoing
Bi-Weekly Calls. Ongoing, regular meetings with the core project team to check in on progress and iterate as needed.

Other Project Management. Written project updates, task and timeline management, budget oversight.
© 2024, CivicMakers LLC 9
City of San Rafael Learning Lab Proposal | Oct 8, 2024

3. Not-to-Exceed Budget
Below is our not-to-exceed budget, including specified hard costs*.

Estimated Hours Cost
Planning & Kick-Off 64.5 $13,033
Communications & Engagement 38 $7,490
Together Academy: Discovery & Design +
Facilitation
241.5 $53,353
Evaluation & Reporting 42 $8,420
Project Management & Coordination 80 $16,240
Estimated Total Cost $98,535
*Hard Cost Details & Assumptions
Direct Expenses covered by CivicMakers include travel costs (charged at the federal mileage rate of .677 center/mile and base materials (including post-its, markers, and prototyping supplies).

The City will print all materials and purchase any additional desired materials, food, and refreshments.
© 2024, CivicMakers LLC 10
Hourly Rates
• Judi Brown (Project Director & Facilitator) - $205
• Cristelle Blackford (Project Director & Facilitator) - $205 • Leah Tremblay-Adams (Project Manager & Curriculum Manager) - $195 • Brittany Henry (Lead Facilitator) - $185
• Eva Mas (Co-Facilitator) - $175

CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.

Step RESPONSIBLE

DEPARTMENT

DESCRIPTION COMPLETED
DATE

REVIEWER
Check/Initial
1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City
Attorney c/o [email protected]
Click here to
enter a date.
11/12/2024
☐
☒
2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
11/20/2024
11/20/2024
☒ NT
☒ NT
3 Department Director Approval of final agreement form to send to contractor
11/21/2024 ☒ __SM__
4 Project Manager Forward three (3) originals of final agreement to contractor for their signature
11/21/2024 ☒
5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval *
*City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval
☐ N/A
Or

☐

PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form
7 City Attorney Review and approve hard copy of signed
agreement
8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts)
9 City Manager / Mayor Agreement executed by City Council authorized official
10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:

Contracting Department: Digital
Project Manager: Sean Mooney Extension: Click here to enter text.

Contractor Name: Civic Makers
Contractor’s Contact: Judi Brown Contact’s Email: [email protected] ☐ FPPC: Check if Contractor/Consultant must file Form 700 ____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.d
Meeting Date: December 2, 2024

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Digital Service and Open Government
Prepared by: Sean Mooney, Director Digital
Service and Open Government
City Manager Approval: ______________
TOPIC: TELEPHONE PROJECT IMPLEMENTATION SERVICES
SUBJECT: AUTHORIZE THE CITY MANAGER TO ENTER INTO A FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH XANTRION, INC. FOR TELEPHONE IMPLEMENTATION SERVICES, IN AN AMOUNT OF $40,000, INCREASING THE TOTAL NOT-TO-EXCEED AMOUNT OF THE AGREEMENT TO $97,000
RECOMMENDATION:

Staff recommends that the City Council authorize the City Manager to enter into a first amendment to the professional services agreement with Xantrion, Inc. for telephone implementation services in the amount of $40,000, increasing the total not-to-exceed amount of the agreement to $97,000.

BACKGROUND:

The City’s 14-year-old ShoreTel telephone solution has reached end-of-life and is no longer supported by the vendor. The system has technical issues and does not meet the City's growing requirements. In 2022-2023, the Digital Services and Open Government (“Digital”) team conducted discovery with departments on telephone needs and, in March 2024, released an RFP for a replacement system that offers integration with Microsoft productivity tools.

The project team selected CallTower as our new call router and PacketFusion, the City’s current telephone system support consultant, to assist in integration. Xantrion was also identified to manage the implementation on behalf of the City and support City staff in discovery and auditing due to their role as the City’s IT-managed service provider.

ANALYSIS:

Upon project kick-off, the Xantrion team began coordinating with CallTower and PacketFusion to develop an inventory of the City’s current ShoreTel system, including all assigned phone numbers, phone trees, and call queues. PacketFusion supported the project with historical knowledge of existing configurations and was able to export information from our telephone system. However, Xantrion was best equipped to work directly with departments to review the accuracy of existing configurations and to determine what changes might be needed when migrating to the new system. The Xantrion team also reviewed all phone numbers assigned to individual staff or common area telephones to verify they still exist and are properly assigned. They also called and tracked down unknown phone numbers and phone locations. The primary goal of this discovery phase was to ensure that the migration would cause the least disruption to City SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
operations and that we could identify potential waste in the system’s architecture before migration. The time needed to work with departments in this phase exceeded Xantrion’s initial estimate of the time needed to complete this work.

Once the staff directory, phone trees, and all queues had been audited and confirmed, the Xantrion team began working with our AT&T account representatives to confirm City ownership of each line and corresponding customer service records (CSR) and billing telephone number. During this process, we discovered that the City has accumulated many phone lines over the past few decades. Over time, these phone lines have spread over multiple accounts instead of a single AT&T account for the City of San Rafael. Confirming these accounts with AT&T requires all phone numbers and their corresponding CSR and billing telephone numbers (BTN) to match AT&T records before porting. The time spent on this process, in addition to discovery, has impacted the total hours initially estimated for the project, and more hours will be needed to complete the project, including network configuration, upgrading the firmware of new handsets, distributing handsets and headsets to users, collecting old ShoreTel handsets, and retiring the existing ShoreTel servers.

FISCAL IMPACT:

Funding to support the recommended contract amendment is provided within available appropriations included in the Technology Fund (601) budget for Fiscal Year 2024-25.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Authorize the City Manager to enter into a first amendment to the professional services agreement with Xantrion, Inc. for telephone implementation services, in an amount of $40,000, increasing the total not-to-exceed amount of the agreement to $97,000.

2. Direct staff to return with more information.

RECOMMENDED ACTION:

ATTACHMENTS:

1. Draft First Amendment
1 FIRST AMENDMENT TO THE AGREEMENT WITH XANTRION INC. FOR TEAMS

PHONE IMPLEMENTATION SERVICES
THIS FIRST AMENDMENT to the Agreement by and between the CITY OF SAN RAFAEL (hereinafter “CITY”), and XANTRION INC. (hereinafter “CONSULTANT”), is made and entered into as of ____________________.

RECITALS
WHEREAS, the CITY and CONSULTANT entered into an Agreement dated June 12, 2024 to perform services in connection with the CITY’S Teams phone implementation project, for an amount not to exceed $57,000 (the “Agreement”); and WHEREAS, CITY requires additional services from the CONSULTANT, and the CONSULTANT is willing to provide such services.

AMENDMENT TO AGREEMENT
NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:

1. Article 4 of the Agreement, entitled “TASKS & SCOPE OF WORK” is hereby amended to include the additional services set forth in CONSULTANT’s proposal dated October 29, 2024, attached to this First Amendment as Exhibit A and incorporated herein by reference.

2. Article 7 of the Agreement, entitled “PROJECT BUDGET” is hereby amended to include additional compensation payable to CONSULTANT for the services described in Exhibit A to this First Amendment, on a time and materials basis in accordance with the Exhibit A, in a not-to-exceed amount of $40,000 and to change the total not-to-exceed amount under the Agreement to $97,000.

3. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force.
2 IN WITNESS WHEREOF, the parties have executed this First Amendment on the day, month, and year first above written.

CITY OF SAN RAFAEL CONSULTANT
______________________________ By:______________________________ CRISTINE ALILOVICH, City Manager
Name:____________________________
Title:_____________________________
ATTEST:
[If Consultant is a corporation, add signature of
second corporate officer]
______________________________
LINDSAY LARA, City Clerk
By:_____________________________
APPROVED AS TO FORM: Name:____________________________
Title:_____________________________
______________________________
ROBERT F. EPSTEIN, City Attorney
xantrion.com | (866) 926-8746 1 Confidential
Statement of Work
City of San Rafael
Teams Phone Implementation – Change Order
Proposal Date: October 29th, 2024
Table of Contents

1. Summary ............................................................................................................................................................................ 2

2. Remaining Tasks & Scope of Work..................................................................................................................................... 2

3. Assumptions & Notes......................................................................................................................................................... 3

4. Project Schedule................................................................................................................................................................. 3

5. Project Budget.................................................................................................................................................................... 4

6. Payment Terms & Timing................................................................................................................................................... 4

7. Acceptance......................................................................................................................................................................... 4 xantrion.com | (866) 926-8746 2 Confidential

1. Summary

1.1.Overview
Completing the implementation of the Teams Phone is requiring more resources because:
• The discovery phase with departments was more involved than anticipated • Untangling AT&T records and updating their databases to accurately to perform a number port has been challenging
• Configuring new requirements such as E911, Call Recording, etc. requires additional resources • Xantrion needed to take ownership of aspects of the project where CallTower and PacketFusion were not going to be successful
This change order reflects the outstanding scope of work remaining to successfully complete the Teams Phone project.

2. Remaining Tasks & Scope of Work
The Xantrion project team will perform each of the following tasks:

2.1. Xantrion Technical Configuration

2.1.1. Hardware

2.1.1.1. Update firmware on 135 physical phones

2.1.1.2. Setup test common area phones for Police Records and Terra Linda Community Center

2.1.1.3. Stage all common area phones a deploy prior to migration

2.1.1.4. Deploy phones assigned to individuals after the migration

2.1.1.5. Remove and e-waste roughly 360 legacy phones

2.1.1.6. Remove and e-waste 18 ShoreTel switches

2.1.1.7. Decommission ShoreTel server

2.1.2. Networking

2.1.2.1. Implement LAN/ WAN network configurations recommended by CallTower and PacketFusion

2.1.2.2. Decommission legacy phone LAN/ WAN network configurations

2.1.3. Setup a temporary virtual clone of the ShoreTel server for PacketFusion

2.1.4. Configure dynamic E911 dialing

2.1.5. Microsoft Identity and Security

2.1.5.1. Provision common area phone accounts

2.1.5.2. Assign Teams Phone licenses to users and common area phone accounts

2.1.5.3. Configure conditional access policies for phones to securely bypass MFA requirements when located in trusted San Rafael facilities

2.1.6. Provide technical resources where gaps arise between CallTower and PacketFusion

2.1.7. Address issues that arise after migration with auto attendants, call queues, and common area phones xantrion.com | (866) 926-8746 3 Confidential

2.1.8. Configure Atmos Call Recording and setup Single Sign On

2.2. Create Documentation for Ongoing Support

2.2.1. Document Microsoft Teams Voice and CallTower configuration settings

2.2.2. Create documentation for provisioning DIDs, phones, common area phones, auto attendants, call queues, etc.

2.2.3. Update Xantrion documentation for user provisioning and terminations for phones

2.3. Client Strategy, Project Management, Meetings

2.3.1. Complete official migration worksheet for CallTower

2.3.2. Complete DID porting LOA documentation to AT&T

2.3.3. Reviewing and consolidating AT&T records

2.3.4. Troubleshooting address AT&T port rejections

2.3.5. Draft remaining communications

2.3.6. Attend CallTower training sessions to answer San Rafael specific questions for users

2.3.7. Manage CallTower and PacketFusion teams to ensure timeline of implementation plan is being met

2.3.8. Review project progress, budget, and time entries

2.3.9. Request and follow up on quality assurance

2.3.10. Provide project closure

3. Assumptions & Notes
• The quote assumes no more than 150 physical phones will be deployed by Xantrion. Webcams and headset deployment are not included in this quote.
• The labor costs associated with this engagement are an estimate. If, during the project, an overage in labor is anticipated, Xantrion will communicate this to the client stakeholder associated with the project, for approval before proceeding.

4. Project Schedule
Milestone or Deliverable Party Timing
Complete Technical Configuration Xantrion/CallTower/PacketFusion/Digital Week 1-2 Supervise Migration and Address Issues Xantrion/CallTower/PacketFusion Week 2-3 Create/Update Documentation Xantrion Week 2-3
Quality Control Review & Project Closure Xantrion Week 3 xantrion.com | (866) 926-8746 4 Confidential

5. Project Budget
Xantrion Labor
One-Time Costs Total
Estimated Cost Not to Exceed: $40,000
Total One-Time Cost
Total $40,000

6. Payment Terms & Timing
The labor costs associated with this engagement will be billed on a “Not to Exceed” basis.

If the scope of the project expands, a change order may be issued.

An invoice will be generated based monthly for work completed.

7. Acceptance
The terms and conditions of the General Service Agreement apply in full to the services and products provided under this Statement of Work.

Signed
Printed
Title
Company
Date
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.e
Meeting Date: December 2, 2024

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Joanna Kwok, Assistant Public
Works Director
April Miller, Public Works Director
City Manager Approval: ______________
File No.: 08.06.83
TOPIC: CITYWIDE BICYCLE AND PEDESTRIAN PLAN UPDATE
SUBJECT: AUTHORIZE THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH PARAMETRIX, INC. TO UPDATE SAN RAFAEL’S CITYWIDE BICYCLE AND PEDESTRIAN PLAN IN THE AMOUNT NOT TO EXCEED $236,710 RECOMMENDATION:

Staff recommends the City Council:

1. Authorize the City Manager to enter into a Professional Services Agreement with Parametrix, Inc. to update San Rafael’s Citywide Bicycle and Pedestrian Plan (CBPP) in the amount not to exceed $236,710; and

2. Authorize supplemental budget appropriations of $16,710 from available Gas Tax funds (Fund 206) for the project.

BACKGROUND:

The City Council adopted the last update to the Bicycle and Pedestrian Master Plan on July 16, 2018.

The previous update before this was in 2011. To stay competitive for grant funding and incorporate current best practices and policies, the City updates the plan every 6-8 years. The prior update included a list of over 120 bicycle and pedestrian projects, about 20 of which have been completed since, that were evaluated and ranked citywide and by demographic areas. The update focused on corridors with the highest potential bicycle and pedestrian demand and prioritized projects based on community input, collisions, and location proximity to essential services.

The plan has provided a good foundation for the City over the years, as evidenced by multiple complete street capital improvement projects now complete, such as the Third Street Rehabilitation Project, Francisco Blvd West Cycle Track project, and Grand Avenue Cycle Track Project.

The City has continued to receive feedback from the community, advocates, and the Bicycle and Pedestrian Advisory Committee (BPAC) on key bicycle and pedestrian projects that are either not SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
included in the plan or could be ranked higher in the plan. In addition, the City Council adopted the Local Road Safety Plan on April 2, 2024, and as part of the FY 2024-25 Budget and Capital Improvement Program and approved the Infrastructure and Transportation Work Plan. The City’s emphasis on key policy focus areas and completion of planning documents confirmed that an update is needed for the CBPP. The updated CBPP will reflect changes in existing infrastructure and regulations and incorporate the best current practices in bicycle and pedestrian planning and infrastructure design. The update shall also include additional projects identified by the community through an outreach process, updated policies, reference to other key planning documents, consideration of equity for access to efficient and reliable modes of transportation, breakdown of short-term and long-term project prioritization, and recommended design guidelines and policies.

ANALYSIS:

The City released a Request for Proposals (RFP) for this project on August 26, 2024, and received two proposals from qualified firms. Both firms were interviewed on October 15, 2024, by representatives from the City Council, Public Works, BPAC, and the consulting project manager. The selection was based on criteria specified in the RFP, including, but not limited to, completeness of the proposal, relevant experience and success in similar projects, experience and quality of project team, understanding of the project scope of work, ability to meet deadlines and operate within budget, and references by former clients on similar projects. The selection team found Parametrix and their sub-consultants to be the most qualified consultant team for this project.

The recommended Professional Services Agreement with Parametrix will provide professional services associated with developing San Rafael’s Citywide Bicycle and Pedestrian Plan Update, including project management, existing document and data review, needs assessment, public outreach, project identification and prioritization, and development of bicycle and pedestrian projects to be included in the City’s Capital Improvement Program (CIP). City staff reviewed the Parametrix fee proposal and found it to be complete and within industry standards.

FISCAL IMPACT:

Appropriations in the amount of $250,000 for the CBPP Update were included in the FY 2024-25 Budget approved by the City Council on June 17, 2024. A separate encumbrance of $30,000 for project management services reduced the available project funds to $220,000.

The recommendations in this staff report will authorize a supplemental budget appropriation of $16,710 (Fund 206) to support the total contract amount of $236,710 with Parametrix to update the CBPP.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Authorize the City Manager to enter into the agreement as recommended.

2. Do not authorize the City Manager to enter into the agreement and provide further direction to staff.

RECOMMENDED ACTION:

Staff recommends the City Council:

2. Authorize a supplemental budget appropriation of $16,710 from available Gas Tax funds (Fund 206) for the project.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
ATTACHMENT:

1. Draft Professional Services Agreement with Parametrix, Inc.

Rev. 08.22 1

AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN

THE CITY OF SAN RAFAEL
AND
PARAMETRIX, INC.

FOR CITYWIDE BICYCLE AND PEDESTRIAN PLAN UPDATE SERVICES This Agreement is made and entered into as of ________________________ (the “Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and PARAMETRIX, INC, a Washington corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled “SCOPE OF SERVICES”; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1. SERVICES TO BE PROVIDED.

Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled “SCOPE OF SERVICES.” CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated October 21, 2024 (“Proposal”) set forth in Exhibit A, which constitutes the basis for this Agreement.

2. COMPENSATION.

In consideration for CONSULTANT’s complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed v 08.22 2
$236,710.

CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice.

3. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate two (2) years from the Effective Date.

4. PROJECT COORDINATION.

A. CITY’S Project Manager. Kelly Abey is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement.

B. CONSULTANT’S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Jimmy Jessup is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution.

5. TERMINATION.

A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party.

B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period.

C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other.

D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. v 08.22 3

6. OWNERSHIP OF DOCUMENTS.

The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement.

7. INSPECTION AND AUDIT.

Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection.

8. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

9. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B.

10. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of CONSULTANT’S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT’s work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’S performance of or operations under this Agreement, v 08.22 4
CONSULTANT shall provide a defense to the City Indemnitees or at CITY’S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims.

B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee.

C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law.

11. NONDISCRIMINATION.

CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement.

12. COMPLIANCE WITH ALL LAWS.

CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.

13. NO THIRD PARTY BENEFICIARIES.

CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party.
v 08.22 5

14. NOTICES.

All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows:

To CITY’s Project Manager:

Kelly Abey, Dean Allison Intern
111 Morphew Street
San Rafael, CA 94901
To CONSULTANT’s Project Director:

Jimmy Jessup
6001 Shellmound Ave, Suite 500
Emeryville, CA 94608

15. INDEPENDENT CONTRACTOR.

For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY.

16. ENTIRE AGREEMENT -- AMENDMENTS.

A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement.

B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY.

C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement.

D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY.

E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control.

17. SET-OFF AGAINST DEBTS.

CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, v 08.22 6
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.

18. WAIVERS.

The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation.

19. COSTS AND ATTORNEY'S FEES.

The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action.

20. CITY BUSINESS LICENSE / OTHER TAXES.

CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).

21. SURVIVAL OF TERMS.

Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns.

22. APPLICABLE LAW.

The laws of the State of California shall govern this Agreement.

23. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document.

Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission.
v 08.22 7
[Signatures are on the following page.]
v 08.22 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
CRISTINE ALILOVICH, City Manager
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
By: ROBERT F. EPSTEIN,
City Attorney
ATTEST:

City Clerk
_________________________________
LINDSAY LARA, City Clerk
CONSULTANT:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If CONSULTANT is a corporation, add
signature of second corporate officer]
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
Rev. 08.22 A-1

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT’s proposal, which is attached to this Exhibit A.

Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 1 November 2024 Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update
Scope of Work
Introduction
Parametrix and Alta will assist the City of San Rafael in updating its Citywide Bicycle and Pedestrian Plan (CBPP). Our Project Team’s overall approach to this scope of work is to provide a focused update to the 2018 Bicycle & Pedestrian Master Plan, and to springboard off of the existing data and successful outreach methods from this work, and to update, sharpen and fill in gaps from the previous plan.

Our cost proposal and fee for this work are as follows:

Task 01 – Project Management & Quality Assurance
Objectives
The objective of this task is to provide overall project management of the consultant contract with the City of San Rafael.

This task includes general management functions that include the following:
 Project Planning – Document and communicate the scope of work, budget, and schedule as a road map for the project team, produced as part of a Project Management Plan.  Facilitation of a project kick-off meeting to review the project schedule and planned execution plan.
 Coordinate project team and issues throughout the project.  Budget and Schedule Tracking – Track the project budget using Parametrix in-house tools to verify that progress is keeping pace with spending.
 Monthly (and as-needed) team meetings with an issues list to document project decisions.  Monthly Progress Reports – Prepare a monthly progress report including schedule updates, key decisions and milestones, and invoice for services performed by Parametrix.  Correspondence – Prepare written correspondence as needed to document project management issues and/or concerns.
 Quality Control – conduct independent quality reviews by in-house planners and engineers with recent active transportation experience
Deliverables
Deliverables for this task include:
 Project Management Plan summarizing scope of work, deliverables, budget, schedule, quality, and communication protocols
 Kick-0ff Meeting including agenda and summary notes
Exhibit A ParametriX
let's create tomorrow, together
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 2 November 2024 Scope of Work
 Miscellaneous correspondence to document project management issues.  Monthly progress reports enclosed with invoices.

Assumptions
Assumptions for this task include:
 Budget assumes 12 monthly and as-needed project team meetings.

Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 3 November 2024 Scope of Work
Task 02 – Existing Document Review and Data
Collection
Objective
The objective of this task is to perform a review of related adopted plans and policies that will influence the development of the Citywide Bicycle and Pedestrian Master Plan.

Approach
The Project Team will perform a review of existing adopted plans and policies, including but not limited to, the City’s current Bicycle and Pedestrian Master Plan, San Rafael General Plan 2040, Local Road Safety Plan, Downtown Precise Plan, Canal Community Based Transportation Plan, and current Bicycle and Pedestrian Plans from neighboring communities. In particular, crashes involving pedestrians and bicyclists over the more recent 6-year period from 2018-2023 will be investigated in detail for identification of trends related to collision factors, geographic area, types of infrastructure, and land use adjacency. Vehicle and traffic-related data from available sources such as the City’s Miovision cameras and recent studies will also be investigated for relation to existing conditions of bicycle and pedestrian infrastructure and needs.

Informative policies, planned active transportation infrastructure projects, or data insights will be noted in a memorandum for incorporation by the project team throughout the remainder of project phases.

The Project Team will develop a memorandum summarizing the existing documents and data collection, and will respond and incorporate up to one (1) round of consolidated comments from City staff.

Deliverables
 Memorandum summarizing document and data review, including list of all sources and key findings to inform subsequent tasks
Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 4 November 2024 Scope of Work
Task 03 – Infrastructure Gap and Needs Assessment
Objective
The objective of this task is two-fold: to align on shared goals for pedestrian and bicycle networks in San Rafael, and to identify remaining gaps and infrastructure needs based on an agreed description of a completed network.

Approach
The Project Team will begin by working with the City and stakeholders (Task 6) to develop an overall vision and specific goals for active transportation. These high-level goals will draw upon existing plans and policy guidance, and will be crafted to reflect shared community values – which could include things like safe streets and mobility for all ages. Emphasizing these core shared values will minimize points of disagreement during the project and help keep our larger objectives in focus.

In parallel, the team will conduct a review of existing active transportation networks. As part of this effort, the City is developing and will provide an inventory of completed bicycle and pedestrian projects that have been implemented since the 2018 Bicycle and Pedestrian Master Plan. Our team will perform a review of this update from the City, and identify remaining gaps, as practical, in accordance with the draft shared active transportation goals.

As Parametrix and Alta developed the existing Bicycle and Pedestrian Master Plan, our team will leverage the relevant map layers and data files, and incorporate the updated information into depicting existing pedestrian and bicycle networks, key destinations, safety conditions, and connectivity/gaps.

The Project Team will develop a memorandum summarizing the CBPP goals, and will submit proposed pedestrian and bicycle network maps and respond and incorporate up to one (1) round of consolidated comments from City staff.

Deliverables
 Memorandum summarizing CBPP goals
 Maps depicting existing pedestrian and bicycle networks, key destinations, safety conditions, connectivity needs, and infrastructure gaps
 Proposed CBPP pedestrian and bicycle networks including maps, tables, and descriptions of facility types
Assumptions
Assumptions for this task include:
 City provides updated inventory of the bicycle and pedestrian network reflecting changes since the 2018 Bicycle and Pedestrian Master Plan.

Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 5 November 2024 Scope of Work
Task 04 – Project Identification and Prioritization
Objective
The objective of this task is to develop a list of discrete projects to address the network gaps identified in Task 03, and to update project prioritization criteria in order to establish a slate of upcoming projects that transparently reflects City needs and priorities.

Approach
The Project Team will review the list of projects included in the 2018 Bicycle and Pedestrian Master Plan, and re-scope, consolidate, or provide further project definition as appropriate to reflect the shared active transportation goals developed in Task 03. Our first approach will be to retain the geographical categorization of projects in City sub-areas as exists in the existing plan.

Parametrix will engage with City staff to establish a set of prioritization criteria that closely reflects the City’s values and aligns infrastructure need with feasibility. We will work with City staff to evaluate the expected benefits and costs of each project based on evaluation criteria such as gap closure, safety needs, equity factors, sustainability metrics, and estimated cost. This evaluation will inform an implementation program of short- and long-term projects, with the short-term projects emphasizing many of the City’s highest priorities as well as “low-hanging fruit” that can be implemented more easily.

We will develop concepts for the tier of the City’s 10 highest-priority projects: detailed project definitions, design guideline and policy application, planning-level cost estimates, implementation considerations such as Caltrans encroachment permit and environmental requirements, and funding opportunities. This will prepare the highest-priority projects for the design phase and provide the necessary elements for competitive funding applications.

Deliverables
 Updated project prioritization criteria
 Evaluation matrix showing results of project prioritization  Project list with project description and prioritization score  Concept description, planning-level costs, assessment of regulatory requirements, and implementation and funding consideration table for the 10 highest-priority projects Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 6 November 2024 Scope of Work
Task 05 – City Design Guidelines and Policies
Approach
The Project Team will leverage our work on numerous local, state, and national Design Guidelines to prepare a general set of guidelines for the development and implementation of on-street bicycle facilities, off-street paths, trailheads, and pedestrian facilities. These guidelines will be based on current Caltrans standards along with best practice recommendations from PROWAG, NACTO, FHWA, AASHTO, and other resources. The Design Guidelines will be aligned with project recommendations, with emphasis on streamlining implementation of high-priority projects.

Building off of the document and policy review conducted in Task 2, the Design Guidelines will include Policy Recommendations meant to not only keep the City in-line with recently adopted guidelines and legislation, but also to create project lifecycle efficiencies that will lead to clearer pathways to project implementation.

The Project Team will develop a memorandum summarizing these design guidelines and policies and respond and incorporate up to one (1) round of consolidated comments from City staff.

Deliverables
 Memorandum summarizing general set of guidelines for development and implementation of bicycle and pedestrian facilities
Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 7 November 2024 Scope of Work
Task 06 – Community Outreach
Objective
The objective of this task is to perform engagement with community that reaches diverse audiences and gathers meaningful input that moves the project forward.

Approach
The Project Team will provide information to the City for inclusion in the public-facing project website, which will be administered by the City, throughout development of the project.

We propose to conduct two phases of active public outreach as follows:
 Outreach Phase 1: CBPP goals and existing conditions, challenges, and opportunities  Outreach Phase 2: Draft CBPP including input from Outreach Phase 1 incorporated into goals and network design, design guidelines, prioritized projects The Project Team will develop two sets of content – one for each phase of engagement – such as slides, maps, and/or display boards to be used during engagement activities. All content will include a draft version, one round of review, and a final version.

For each phase, the Project Team will facilitate an in-person workshop during which user input will be gathered on large posterboards and maps at workshop ‘stations’ at the meeting facility. For each phase, the Project Team will also present at a virtual meeting on a telecommunications platform, where the same materials used for the in-person meetings will be presented to gather input. Meeting facilities, invitations, and promotion of the events will be led by the City and will leverage City communication channels such as the city website newsroom and events calendar, social media, and physical messaging at locations such as City Hall, the Library, and Community Centers. For each public meeting, Consultant shall attend one online preparation meeting with City staff.

In addition, the Project Team will develop a parallel online webmap/webtool input and simple online survey component based on the previous plan’s web input tools. The Project Team will develop the webmap interface and survey questions, and it is assumed that these will be accessed via the project website/engagement platform any time during each outreach period phase. The Project Team will summarize web input received and survey results at the end of each outreach phase.

The Project Team will also attend and table alongside City Staff for up to four pop-up or similar events organized by the City or coinciding with ongoing programming being led by community-based organizations to garner support for the project and to gather input from hard-to-reach groups.

Parametrix will prepare materials for pop-up events, based on those used for the in-person workshops.

The Project Team will develop slidepacks and present on three occasions to the Bicycle and Pedestrian Advisory Committee (BPAC) and to a Stakeholder Working Group (SWG) convened by the City during each of the two outreach phases to update on the CBPP and solicit input on the development of goals, policies and projects, and again prior to adoption of the final CBPP to ensure that gathered input has been incorporated appropriately. City staff will manage communications with the BPAC and SWG, including scheduling meetings and conducting focused follow-ups with BPAC and SWG members for any detailed coordination required outside the larger BPAC and SWG meetings.

For each meeting, the Project Team will develop technical content/slides and attend one online preparation meeting with City Staff.

Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 8 November 2024 Scope of Work
The Project Team will present at up to two meetings of the City Council (one for each engagement phase listed above). For each meeting, the Project Team will develop technical content/slides and attend one online preparation meeting with City Staff.

All printed outreach materials will be developed in English and Spanish. The two in-person workshops and two virtual meetings will include attendance by a bilingual member of the Project Team.

Deliverables
 Outreach plan summarizing engagement objectives and activities  Community workshops (2) including physical meeting materials and summary notes  Online webmap input and summary of webmap responses (2)  Online survey and summary of survey responses (2)
 Pop-up events (4)
 Presentations to BPAC (3) including agenda, meeting materials, and summary notes  Presentations to SWG (3) including agenda, meeting materials, and summary notes  Presentations to City Council (2) including agenda, meeting materials, and summary notes Assumptions
Assumptions for this task include:
 The public-facing website will be managed by the City throughout the project duration.  The City will reserve facilities for the in-person workshops, and will advertise outreach events and the webtool input/online survey by sending mailers, posting on the City website and social media channels.
 The City will organize the online meeting logistics and host the online meeting on a telecommunications platform.
 Pop-up event set-up and logistics will be organized by other parties.  The City will organize logistics for BPAC and SWG meetings.

Parametrix
Scope of Work
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update 9 November 2024 Scope of Work
Task 07 – Final Plan Development
Objective
The objective of this task is to develop an effective CBPP document that documents the data gathering and analysis that informed development of goals, policies, and networks, reflects the plan development and outreach process, and demonstrates a clear path forward of design guidelines and prioritized projects for implementation.

Approach
The Project Team will develop a draft and final CBPP document that is visually pleasing and accessible to diverse audiences. We will use colors, photos, and graphically intuitive figures and maps to present the concepts in an easy, engaging way. Appendices will provide the design guidelines and more detailed data for technical audiences. The CBPP document will be developed in English and in Spanish.

The Project Team will respond and incorporate up to one (1) round of consolidated comments from City staff.

Deliverables
 Draft and final CBPP document
 Electronic transmittal of all working files including documents, graphics, datasets, and mapping/GIS
Parametrix
Name
David ParisiJimmy JessupJen Shriber Andrew LeeDavid HoffmanSharanya VarmaRyan WhippleShannon Ihlen Name
Christopher Kidd (Alta)Derek Abe (Alta)Jesus Contreras (Alta)Zoey Mauck (Alta) Role
Project ManagerDeputy PMPlanning LeadEngineering LeadPlanner IIPlanner ISenior EngineerProject Controls Role
Oureach LeadDesign Guide LeadPlannerSenior Designer
Hourly Rate $395.00 $165.00 $180.00 $305.00 $145.00 $135.00 $305.00 $165.00 Hourly Rate $252.00 $252.00 $134.00 $134.00 Task Description Total Fee Labor Hours Labor Hours
1 Project Management & Quality Assurance $ 35,940 $ 28,380 130 16 52 30 16 0 0 4 12 $ 7,560 30 26 4 0 0

1.1 Prepare a detailed work plan $ 3,060 $ 3,060 18 12 6 $ - 0

1.2 Kickoff Meeting $ 4,186 $ 2,170 10 2 4 4 $ 2,016 8 4 4

1.3 Progress meetings (12) $ 12,894 $ 9,870 42 12 18 12 $ 3,024 12 12

1.4 Monthly progress reports & financial monitoring $ 6,150 $ 3,630 22 10 12 $ 2,520 10 10

1.6 QA/QC $ 9,650 $ 9,650 38 2 8 8 16 4 $ - 0
2 Existing document review and data collection $ 17,470 $ 17,470 98 2 12 24 12 24 24 0 0 $ 1,040 6 2 0 4 0 3 Infrastructure Gap and Needs Assessment $ 23,840 $ 23,840 136 4 24 32 12 24 40 0 0 $ - 0 0 0 0 0 4 Project Identification & Prioritization $ 33,756 $ 31,740 168 4 24 36 16 24 48 16 0 $ 2,016 8 4 4 0 0 5 City Design Guidelines & Policies $ 18,724 $ 5,440 20 2 6 0 8 0 0 4 0 $ 13,284 78 6 18 0 54 6 Community Outreach $ 80,472 $ 54,440 320 12 96 96 0 92 24 0 0 $ 26,032 152 44 4 104 0

6.1 In-Person and Virtual Community Workshops $ 15,264 $ 6,440 32 4 12 16 $ 8,824 50 16 2 32

6.2 Webmap Input tool and Collection $ 14,328 $ 3,060 20 8 12 $ 11,268 70 14 2 54

6.3 Online Survey and Input Collection $ 11,188 $ 8,540 56 12 12 8 24 $ 2,648 18 2 16

6.4 Pop-Up Events (4) $ 8,848 $ 7,840 48 16 16 16 $ 1,008 4 4

6.5 City Council Meeting 1 $ 8,232 $ 7,460 40 4 12 12 12 $ 772 4 2 2

6.6 City Council Meeting 2 $ 6,004 $ 5,500 28 4 8 8 8 $ 504 2 2

6.7 BPAC Meetings (3) $ 8,264 $ 7,760 48 12 16 20 $ 504 2 2

6.8 SWG meetings (3) $ 8,344 $ 7,840 48 16 16 16 $ 504 2 2 7 Final Plan Development $ 19,328 $ 18,020 104 4 12 20 4 32 28 4 0 $ 1,308 8 2 0 6 0

7.1 Draft Plan $ 13,386 $ 12,850 74 2 8 12 4 20 24 4 $ 536 4 4

7.2 Final Plan $ 5,942 $ 5,170 30 2 4 8 12 4 $ 772 4 2 2 Total Labor $230,570 $179,330 976 44 226 238 68 196 164 28 12 $51,240 282 84 30 114 54 Total Reimburable Expenses $900
Translation Services $5,240
Total Baseline Budget $ 236,710
ParametrixAlta

FEE PROPOSAL & HOURLY RATE SCHEDULE
City of San Rafael
Citywide Bicycle and Pedestrian Plan Update

Page 1 of 1 ends

ParametriX
let's create tomorrow, together
Rev. 08.22 B-1

EXHIBIT B

INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B.

A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies:

1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage.

2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence.

3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section.

4. Workers’ compensation. If it employs any person, CONSULTANT shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY.

B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements:

1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies.

2. The additional insured coverage under CONSULTANT’s insurance policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by CITY and shall not call upon CITY'sinsurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in CONSULTANT’S policies shall be at least as broad as v 08.22 B-2
ISO form CG20 01 04 13.

3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury.

4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.

5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years.

6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement.

7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY’S own insurance or self-insurance shall be called upon to protect it as a named insured.

8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement.

9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review.

10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any v 08.22 B-3
such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto.

C. Deductibles and SIR’s. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses.

D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement.

CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. ____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.f
Meeting Date: December 2, 2024

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Mariana Sanchez, Junior
Engineer
April Miller, Public Works
Director
City Manager Approval: ______
TOPIC: FRANCISCO BOULEVARD EAST MID-BLOCK CROSSING ENHANCEMENT

PROJECT
SUBJECT: AUTHORIZE AND AWARD AGREEMENTS FOR THE FRANCISCO

BOULEVARD EAST MID-BLOCK CROSSING ENHANCEMENT PROJECT,
INCLUDING:

1. A CONSTRUCTION AGREEMENT WITH MIKE BROWN ELECTRIC, CO. IN THE AMOUNT OF $429,968 AND AUTHORIZE THE CITY MANAGER TO USE CONTINGENCY FUNDS OF $86,032 FOR A NOT-TO-EXCEED
AMOUNT OF $516,000 FOR THE PROJECT.

2. A FIRST AMENDMENT TO A TASK ORDER AGREEMENT WITH KIMLEYHORN AND ASSOCIATES, INC. FOR ADDITIONAL CONSTRUCTION SUPPORT SERVICES, IN AN ADDITIONAL AMOUNT OF $16,950,

INCREASING THE TOTAL NOT-TO-EXCEED AMOUNT OF THE
AGREEMENT TO $85,643.

3. A FUNDING AGREEMENT WITH CANAL ALLIANCE AND RELATED
SUPPLEMENTAL BUDGET APPROPRIATION.

4. APPROVE THE PLANS AND SPECIFICATIONS FOR THE PROJECT.

RECOMMENDATION:

Staff recommends the City Manager be authorized to enter into the following agreements:

1. Award the construction agreement (the “Construction Agreement”) for the Project to Mike Brown Electric Co., authorize the City Manager to execute the Construction Agreement in the amount of $429,968, and authorize the City Manager to amend the contract amount SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
using contingency funds of $86,032 for a total not to exceed amount of $516,000 for the Project.

2. Authorize the City Manager to enter into a first amendment to the task order agreement with Kimley-Horn and Associates, Inc. (“Kimley-Horn”) for additional construction support services for the Project in an additional amount of $16,950, increasing the total not-toexceed amount of the agreement to $85,643.

3. Authorize the City Manager to enter into a funding agreement with Canal Alliance and authorize supplemental budget appropriation in the amount of $409,233 (Fund 206).

4. Approve plans and specifications for the Francisco Boulevard East Mid-Block Crossing Enhancement Project (also referred to as “City Project No. 11451” and “the Project”), deemed reasonable by the City Engineer, on file in the Department of Public Works.

BACKGROUND:

The Canal Alliance has purchased the property on the west side of Grand Avenue and to the south of San Rafael Creek as its new headquarters. As a result, this building will generate pedestrian traffic between the Canal neighborhood and the new location. The closest pedestrian crossing is at Second Street, to the north of the new facility, which causes pedestrians to walk about 500 feet north, cross Grand Ave at the signal, and then walk 500 feet south. Canal Alliance proposed a pedestrian hybrid beacon (PHB) with a pedestrian refuge island across Grand Ave between Francisco Blvd East and Second Street to reduce this travel time. The PHB will improve the path of travel across Grand Avenue to the new Canal Alliance headquarters.

The Project is funded by Canal Alliance and various grants, as shown below:

On February 5, 2024, the City Council adopted Resolution No. 15275, accepting a $25,000 Transportation Development Act (TDA) grant from the Metropolitan Transportation Commission (MTC). In addition, the Transportation Authority of Marin (TAM) committed $175,000 of Transportation Fund for Clean Air (TFCA) funding to the City to help fund the Project.

Canal Alliance applied for a $125,000 Community Development Block Grant (CDBG). On May 6, 2024, the City Council adopted a resolution recommending CDBG funding for fiscal year (FY) 2024-25 to the Marin County Board of Supervisors.

On June 4, 2024, the Marin County Board of Supervisors considered this item and recommended that the Project receive $122,875 in CDBG funds from the U.S. Department of Housing and Urban Development. On July 12, 2024, the Community Development Agency from County of Marin issued a letter awarding $122,875 to Canal Alliance for this Project.

On August 8, 2024, the City entered into a task order agreement of $68,693 under the City’s Service Level Agreement for design services associated with the Project with Kimley-Horn, which is the same consultant that Canal Alliance used for the preliminary design. Kimley-Horn completed the final Project plans, specifications, and the engineer’s opinion of probable cost in September 2024 and had identified long wait times for the PHB equipment.

To avoid impacts on the Project timeline due to known delays in current manufacturing and delivery of PHB-related materials, City staff contracted with JAM Services for direct purchase of the equipment in accordance with San Rafael Municipal Code Chapter 2.55. The PHB equipment was purchased in October 2024 and is estimated to arrive in April 2025.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
ANALYSIS:

Construction – Mike Brown Electric Co.

On September 26, 2024, the City advertised the Project in accordance with San Rafael Municipal Code Chapter 11.50. The plans and specifications, deemed reasonable by the City Engineer, are available at the Department of Public Works and on the City’s website:
https://www.cityofsanrafael.org/francisco-blvd-east-mid-block-crossing-enhancement-project/ These Project documents indicate that the PHB equipment will be provided to the contractor for installation and that purchase of the PHB equipment is outside the scope of this contract advertisement and award.

On October 18, 2024, the following bids were received and read aloud:

Name of Bidder Bid Total
Mike Brown Electric Co. $429,968.00
Ghilotti Bros., Inc. $431,769.00
Columbia Electric, Inc. $430,058.75
W. Bradley Electric, Inc. $468,711.00
Zara Construction $471,995.80
St. Francis Electric, LLC $467,342.80
Bay Area Lightworks, Inc. $504,180.00
Bauman Landscape and Construction, Inc. $435,318.00
Public Works staff reviewed the construction bids, and the low bid from Mike Brown Electric Co. in the amount of $429,968 was found to be both responsive and responsible.

City staff recommends awarding the construction agreement to Mike Brown Electric Co. for the amount bid and recommends the City Council authorize a construction contingency of $86,032, approximately 20% percent, for a total appropriated amount of $516,000.

The Public Works Director will be authorized to issue any change order to the contract within the total contingency amount. The construction agreement is in a form approved by the City Attorney and is included in Attachment 1.

Project Related Design Services – Kimley Horn
As this Project progresses towards construction, staff recommend the City Council approve the proposed first amendment with Kimley-Horn to provide construction support services, including additional design services, field visits, and product specification review. This first amendment of $16,950 increases the task order agreement amount from $68,693 to a total not-to-exceed amount of $85,643. The proposed amendment is included in Attachment 2.

Funding Agreement with Canal Alliance
Canal Alliance is responsible for all costs, excluding Project contingency, not covered by the City grants and CDBG, which is approximately $325,326. Project contingency will be covered by the City through appropriations from Fund 206. Funds from Canal Alliance will fully or partially cover the costs of construction, construction inspection and support, Pacific Gas and Electric Company (PG&E) design and construction, and PHB equipment. The funding agreement between the City and Canal Alliance (and/or its sub-entity “711 Grand Qualified Area Low Income Business (QALICB)”) is subject to final approval as to form by the City Attorney. A draft of the funding agreement is included in Attachment 3.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
The total Project cost, excluding the cost that Canal Alliance spent on preliminary design, is $734,233. Costs not explicitly listed include City staff time to manage the Project and grant administration for all of the grants.

COMMUNITY OUTREACH:

City Staff have worked with Canal Alliance since 2022 to discuss access to their services. In August 2024, City staff visited Toyota Marin, a dealership within the project limits, to describe the Project and its impacts.

Future public outreach will include mailing a brochure to nearby residents describing the Project and its impacts.

ENVIRONMENTAL DETERMINATION:

In August 2024, the City filed a notice of exemption (NOE) with the County of Marin for the Francisco Blvd. E. Mid-Block Crossing Project for categorical exemption based on existing facilities (CEQA Guidelines § 15301). The NOE included in Attachment 4.

FISCAL IMPACT:

Appropriations in the amount of $325,000 for this Project were included in the FY 2024-25 Budget approved by the City Council on June 17, 2024 with additional funds planned for FY 2025-26.

The recommendations in this staff report will authorize $516,000 for the construction of the Francisco Blvd. E. Mid-Block Crossing Enhancement Project, an additional amount of $16,950 for the Kimley-Horn task order agreement totaling $85,643, and a supplemental budget appropriation in the amount of $409,233 (Fund 206) to support the total Project cost of $734,233.

The supplemental budget appropriation includes representation of project costs to be funded through the Funding Agreement.

The following tables summarize the Project funding sources and total Project cost:

Table 1: Project Funding Sources
Funding Source Amount
Canal Alliance (via Funding Agreement) $325,326
CDBG grant (Canal Alliance) $122,875
City Fund 206 $86,032
TDA grant (City) $25,000
TFCA grant (City) $175,000
Total Project Budget $734,233
Table 2: Project Cost (excluding preliminary design costs paid by Canal Alliance) Description of Work Performed By Contract Total
Construction + 20% Contingency Mike Brown Electric Co. $516,000 Design Services and Construction Support Kimley-Horn $85,643 PGE Application, Design and Construction PG&E $28,000
PHB Equipment JAM Services $64,590
Inspection Park Engineering $40,000
Total Project Cost $734,233
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5
OPTIONS:

The City Council has the following options to consider on this matter:

1. Award the agreements as presented.

2. Do not award the agreements and provide further direction to staff.

RECOMMENDED ACTION:

Staff recommends the City Manager be authorized to enter into the following agreements:

1. Award the construction agreement (the “Construction Agreement”) for the Project to Mike Brown Electric Co., authorize the City Manager to execute the Construction Agreement in the amount of $429,968, and authorize the City Manager to amend the contract amount using contingency funds of $86,032 for a total not to exceed amount of $516,000 for the Project.

3. Authorize the City Manager to enter into a funding agreement with Canal Alliance and authorize supplemental budget appropriation in the amount of $409,233 (Fund 206).

ATTACHMENTS:

1. Construction Agreement with Mike Brown Electric Co.

2. First Amendment to the Task Order with Kimley-Horn

3. Draft Funding Agreement with Canal Alliance

4. Filed Notice of Exemption
Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 1
Contract
This public works contract (“Contract”) is entered into by and between the City of San Rafael (“City”) and Mike Brown Electric Co. (“Contractor”), for work on the Francisco Blvd East Mid-Block Crossing Enhancement Project (“Project”).

The parties agree as follows:

1. Award of Contract. In response to the Notice Inviting Bids, Contractor has submitted a Bid Proposal to perform the Work to construct the Project. On ________________, City authorized award of this Contract to Contractor for the amount set forth in Section 4, below.

2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below. The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract.

2.1 Notice Inviting Bids;

2.2 Instructions to Bidders;

2.3 Addenda, if any;

2.4 Bid Proposal and attachments thereto;

2.5 Contract;

2.6 Payment and Performance Bonds;

2.7 General Conditions;

2.8 Special Conditions;

2.9 Project Plans and Specifications;

2.10 Change Orders, if any;

2.11 Notice of Potential Award;

2.12 Notice to Proceed; and

3. Contractor’s Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents.

4. Payment. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor $429,968 (“Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions.

5. Time for Completion. Contractor will fully complete the Work for the Project, meeting all requirements for Final Completion, within 40 working days from the commencement date given in the Notice to Proceed (“Contract Time”). By signing below, Contractor expressly waives any claim for delayed early completion.

6. Liquidated Damages. As further specified in Section 5.4 of the General Conditions, if Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $3,600 per day for each day of unexcused delay in achieving Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 2
Final Completion, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

7. Labor Code Compliance.

7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers’ compensation insurance, as further specified in Article 9 of the General Conditions.

7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR.

7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions.

8. Workers’ Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”

9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City.

11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows:

City:

City of San Rafael
Department of Public Works
111 Morphew Street
San Rafael, CA 94901
415-686-4079
Attn: Mariana Sanchez, Junior Engineer
Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 3
[email protected]
Contractor:

Name: Mike Brown Electric Co.

Address: 561-A Mercantile Drive
City/State/Zip: Cotati, CA 94931
Phone: 707-975-4552
Attn: Tiffany Howe
Email: [email protected]

12. General Provisions.

12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City’s written consent. This Contract is binding on Contractor’s and City’s lawful heirs, successors and permitted assigns.

12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract.

12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Marin County Superior Court, and no other place. Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Marin County, California.

12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract.

12.5 Integration. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor.

12.6 Severability. If any provision of the Contract Documents is determined to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract Documents will remain in full force and effect.

12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the “Act”), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act.

12.8 Authorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code § 313.

Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 4
The parties agree to this Contract as witnessed by the signatures below:

CITY: Approved as to form:
s/_______________________________ s/__________________________________ CRISTINE ALILOVICH, City Manager ROBERT F. EPSTEIN, City Attorney Date: ___________________________ Date: ______________________________ Attest:
s/_______________________________
LINDSAY LARA, City Clerk
Date: ___________________________
CONTRACTOR: ___________________________________________________ Business Name
s/_______________________________ Seal:
_________________________________
Name, Title
Date: ____________________________
Second Signature (See Section 12.8):
s/_______________________________
_________________________________
Name, Title
Date: ____________________________
___________________________________________________
Contractor’s California License Number(s) and Expiration Date(s)

END OF CONTRACT
General Info
Total:
$429,968.00
Number
Francisco Boulevard East Mid Block
Crossing Enhancement
Deadline
10/18/2024 01:00 PM PDT
Vendor
Mike Brown Electric Co.

Submitted
10/18/2024 12:02 PM PDT
Signed by
Tiffany Howe Account Holder
Tiffany Howe
Opened
10/18/2024 01:04 PM PDT By
[email protected]
Description
The project consists of installing a pedestrian hybrid beacon with a pedestrian refuge island in the median of Grand Avenue to enhance the path of travel across Grand Avenue to the new Canal Alliance headquarters, which is located at 711 Grand Avenue to the south of San Rafael Creek.

Engineer's Estimate: $440,000
Allows zero unit prices and labor
No
Allows negative unit prices and labor
No

Page 1 of 13 ends

Exhibit A

ATTACHMENT LIST
Plans.pdf (6.35 MB)
Specifications.pdf (1.85 MB)
Addendum 1 20241010.pdf (180 KB)

Page 2 of 13 ends

BID PROPOSAL
(“Bidder”) *
Mike Brown Electric Co.
hereby submits this Bid Proposal to the City of San Rafael (“City”) for the above-referenced project (“Project”) in response to the Notice Inviting Bids and in accordance with the Contract Documents referenced in the Notice.

1. Base Bid. Bidder proposes to perform and fully complete the Work for the Project as specified in the Contract Documents, within the time required for full completion of the Work, including all labor, materials, supplies, and equipment and all other direct or indirect costs including, but not limited to, taxes, insurance and all overhead for the following price (“Base Bid”):
$: *
$457,498.00

2. Addenda. Bidder agrees that it has confirmed receipt of or access to, and reviewed, all addenda issued for this Bid. Bidder waives any claims it might have against the City based on its failure to receive, access, or review any addenda for any reason. Bidder specifically acknowledges receipt of the following addenda (click "+" to add addenda. Type "N/A" if no addenda have been issued):

Addendum #: *
1 Addendum Date: *
10/10/24

3. Bidder’s Certifications and Warranties. By signing and submitting this Bid Proposal, Bidder certifies and warrants the following:

3.1 Examination of Contract Documents. Bidder has thoroughly examined the Contract Documents and represents that, to the best of Bidder’s knowledge, there are no errors, omissions, or discrepancies in the Contract Documents, subject to the limitations of Public Contract Code§ 1104.

3.2 Examination of Project Site. Bidder has had the opportunity to examine the Project site and local conditions at the Project location.

3.3 Bidder Responsibility. Bidder is a responsible bidder, with the necessary ability, capacity, experience, skill, qualifications, workforce, equipment, and resources to perform or cause the Work to be performed in accordance with the Contract Documents and within the Contract Time.

3.4 Responsibility for Bid. Bidder has carefully reviewed this Bid Proposal and is solely responsible for any errors or

Page 3 of 13 ends

omissions contained in its completed Bid. All statements and information provided in this Bid Proposal and enclosures are true and correct to the best of Bidder’s knowledge.

3.5 Nondiscrimination. In preparing this Bid, the Bidder has not engaged in discrimination against any prospective or present employee or Subcontractor on grounds of race, color, ancestry, national origin, ethnicity, religion, sex, sexual orientation, age, disability, or marital status.

3.6 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Bidder is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the “Act”), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act.

4. Award of Contract. By signing and submitting this Bid Proposal, Bidder agrees that if Bidder is awarded the Contract for the Project, within ten days following issuance of the Notice of Award to Bidder, Bidder will do all of the following:

4.1 Execute Contract. Enter into the Contract with City in accordance with the terms of this Bid Proposal, by signing and submitting to City the Contract prepared by City using the form included with the Contract Documents;

4.2 Submit Required Bonds. Submit to City a payment bond and a performance bond, each for 100% of the Contract Price, using the bond forms provided and in accordance with the requirements of the Contract Documents; and

4.3 Insurance Requirements. Submit to City the insurance certificate(s) and endorsement(s) as required by the Contract Documents.

This Bid Proposal is hereby submitted on [Date] *
10/18/24
s/ *
Tiffany Howe
Name and Title *
Tiffany Howe, President
s/ *
Gregg Mills
Name and Title *
Secretary
Company Name *

Page 4 of 13 ends

Mike Brown Electric Co.

License #, Expiration Date, and Class *
306767, 4/30/26, A & c-10
Address *
561-A MERCANTILE DRIVE
DIR Registration # *
1000000469
City, State, Zip *
Cotati, CA 94931
Phone *
(707) 792-8100
Contact Name *
Tiffany Howe
Contact Email *
[email protected]

END OF BID PROPOSAL

Page 5 of 13 ends

BID SCHEDULE - DIRECTIONS
This Bid Schedule must be completed electronically and included with the Electronic Bid Proposal. Pricing must be provided for each Bid Item as indicated. The lump sum or unit cost for each item must be inclusive of all costs, whether direct or indirect, including profit and overhead. The sum of all amounts entered in the “Extended Total Amount” column must be identical to the Base Bid price entered in Section 1 of the Bid Proposal form.

AL = Allowance LF = Linear Foot CF = Cubic Feet LS = Lump Sum CY = Cubic Yard SF = Square Feet EA = Each TON = Ton (2000lbs)
LB = Pounds

Page 6 of 13 ends

BID SCHEDULE
$429,968.00
Bid Item
No. Item Description Est Qty. Unit Unit Cost Extension
1 Mobilization/Demobilization (10%) 1.00 LS $30,000.00 $30,000.00 1 a. Water Pollution Control Plan 1.00 LS $4,700.00 $4,700.00 2 Signs and Traffic Control (10%) 1.00 LS $75,000.00 $75,000.00 3 Construction Staking 1.00 LS $4,000.00 $4,000.00
4 Demolition 0.00 N/A $1.00 $0.00
4 a. Roadway Excavation 20.00 CY $175.00 $3,500.00
4 b. Clearing and Grubbing 1.00 LS $4,000.00 $4,000.00
4 c. Concrete Removal 525.00 SF $50.00 $26,250.00
5 Hot Mix Asphalt 0.00 N/A $1.00 $0.00
5 a. HMA (Type A) (12" Full Depth) 20.40 TON $800.00 $16,320.00 6 Pavement Rehabilitation 0.00 N/A $1.00 $0.00
6 a. Type II Slurry Seal (F) 1,520.00 SQYD $24.46 $37,179.20 7 Minor Concrete - Minor Structures 0.00 N/A $1.00 $0.00 7 a. Type 'A' Curb and Gutter 20.00 LF $60.00 $1,200.00 7 b. Modified Type 'E' Curb 140.00 LF $64.00 $8,960.00
7 c. Detectable Warning Surface 48.00 SF $30.00 $1,440.00 7 d. Type 'A' Sidewalk 313.00 SF $14.00 $4,382.00
7 e. Curb Ramp - Case C 2.00 EA $7,500.00 $15,000.00
8 Traffic Stripes and Pavement Markings 0.00 N/A $1.00 $0.00 8 a. Remove Conflicting Striping 1.00 LS $6,800.00 $6,800.00 8 b. Install Detail 22 (Thermoplastic) 563.00 LF $13.50 $7,600.50 8 c. Install Detail 27B (Thermoplastic) 366.00 LF $6.00 $2,196.00 Total: $429,968.00

Page 7 of 13 ends

Bid Item
No. Item Description Est Qty. Unit Unit Cost Extension
8 d. Install Detail 32 (Thermoplastic) 50.00 LF $27.00 $1,350.00 8 e. Install Detail 38 (Thermoplastic) 118.00 LF $9.50 $1,121.00 8 f. Install 6" Yellow Stripe (Thermoplastic) 108.00 LF $6.00 $648.00 8 g. Install Pavement Markings (Thermoplastic) 255.00 SF $18.00 $4,590.00 9 Curb Paint 0.00 N/A $1.00 $0.00
9 h. Install Red Curb Paint 20.00 LF $7.00 $140.00
9 i. Install Yellow Curb Paint 29.00 LF $7.00 $203.00
10 Electrical and Lighting System 0.00 N/A $1.00 $0.00
10 a. Pedestrian Hybrid Beacon and Advance Sign System
Installation 1.00 LS $168,838.30 $168,838.30
10 b. Remove and Salvage Existing Street Light Pole 1.00 EA $2,000.00 $2,000.00 11 Roadside Signs 0.00 N/A $1.00 $0.00
11 a. Install New Sign(s) on New Post 4.00 EA $550.00 $2,200.00 11 b. Remove Existing Sign Panel 1.00 EA $125.00 $125.00 11 c. Install New Sign(s) on Existing Post 1.00 EA $225.00 $225.00 Total: $429,968.00

Page 8 of 13 ends

SUBCONTRACTOR LIST - INSTRUCTIONS
For each Subcontractor that will perform a portion of the Work in an amount in excess of one-half of 1% of the bidder’s total Contract Price,[1] the bidder must list a description of the Work, the name of the Subcontractor, its California contractor license number, the location of its place of business, its DIR registration number, and the portion of the Work that the Subcontractor is performing based on a percentage of the Base Bid price. [1] For street or highway construction this requirement applies to any subcontract of $10,000 or more.

Page 9 of 13 ends

SUBCONTRACTOR LIST
Description Of Work Subcontractor
Name
California
Contractor
License Number
Location
Of
Business
Dir Reg
No.

Percent
Of
Work
Traffic Control, MOB FBD Vanguard
Construction, Inc. 833032 Livermore,CA 1000008493 33%
Demolition, Hot Mix Asphalt,
Minor Concrete - Minor
Structures
FBD Vanguard
Construction, Inc. 833032 Livermore,
CA 1000008493 100%
Water Pollution Control Plan TULLY INC., N/A Dixon, CA 1000024960 100% Construction Staking Mike ODell Surveys N/A
San
Francisco,
CA
1000045470 100%
Pavement Rehabilitation BOND BLACKTOP,
INC. 746432 Union
City, CA 1000001972 100%
Traffic Stripes and Pavement
Markings, Curb Paint, Roadside
Signs

COMPASS

ENGINEERING
CONTRACTORS, INC.
868996 Hayward,
CA 1000003328 100%

Page 10 of 13 ends

NON-COLLUSION DECLARATION

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
The undersigned declares:

I am the *
President
of: *
Mike Brown Electric Co.
the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid and will not pay, any person or entity for such purpose.

This declaration is intended to comply with California Public Contract Code § 7106 and Title 23 U.S.C § 112.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on
[date], *
10/17/24
[city] *
Cotati
[state] *
CA
✓ I agree that my digital or electronic signature applies to this form
*
Name *
Tiffany Howe

Page 11 of 13 ends

Bid Security
As a guarantee that, if awarded the Contract, Bidder will perform its obligations under Section 4 above, Bidder is enclosing bid security in the amount of ten percent of its maximum bid amount in one of the following forms (select one). Upload a scan of the paper bid security.

Within ten calendar days following City’s issuance of the Notice of Award to the apparent low bidder, the bidder must submit original hardcopies of the payment and performance bonds to City as specified in the Contract Documents using the bond forms included in the Contract Documents.

Guarantee Method *
Paper Bid Security, Cashier's
Check, or Certified Check:

Paper Bid Security, Cashier's Check, or Certified Check:

Confirmation: *
A bid security, using the Bid Security form included with the Contract Documents, payable to City and executed by a surety licensed to do business in the State of California.

Page 12 of 13 ends

REQUIRED DOCUMENTS LIST
Name Omission Terms Submitted File
Paper Bid Security, Certified Check, or Cashier's
Check
[insert instructions for delivery of wet-ink, original
documents]
I am verifying my bid security electronically. doc01933420241017095835.pd 1 Required Document

Page 13 of 13 ends

Bid Bond
Mike Brown Electric Co. ("Bidder") has submitted a
bid, dated Oc,Jo\o.t. v- \'l , 20 '2-4- ("Bid"), to City of San Rafael ("City") for work on the Francisco Boulevard East Mid-Block Crossing Enhancement Project ("Project").

Under this duly executed bid bond ("Bid Bond"), Bidder as Principal and Liberty Mutual Insurance Company , its surety ("Surety"), are bound to City as obligee in the penal sum of ten percent of the maximum amount of the Bid (the "Bond Sum"). Bidder and Surety bind themselves and their respective heirs, executors, administrators, successors and assigns, jointly and severally, as follows:

1. General. If Bidder is awarded the Contract for the Project, Bidder will enter into the Contract with City in accordance with the terms of the Bid.

2. Submittals. Within ten days following issuance of the Notice of Potential Award to Bidder, Bidder must submit to City the following: ,

2.1 Contract. The executed Contract, using the form provided by City in the Project contract documents ("Contract Documents");

2.2 Payment Bond. A payment bond for 100% of the maximum Contract Price, executed by a surety licensed to do business in the State of California using the Payment Bond form included with the Contract Documents;

2.3 Performance Bond. A performance bond for 100% of the maximum Contract Price, executed by a surety licensed to do business in the State of California using the Performance Bond form included with the Contract Documents; and

2.4 Insurance. The insurance certificate(s) and endorsement(s) required by the Contract Documents, and any other documents required by the Instructions to Bidders or Notice of Potential Award.

3. Enforcement. If Bidder fails to execute the Contract and to submit the bonds and insurance certificates as required by the Contract Documents, Surety guarantees that Bidder forfeits the Bond Sum to City. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows:

Attn: Ms. Danielle Lacombe
Address: One Embarcadero Center, Suite 1320
City/State/Zip: San Francisco, CA 94111
Phone: (628) 220-6063
Fax: (866) 547-4881
Email: [email protected]

4. Duration and Waiver. If Bidder fulfills its obligations under Section 2, above, then this obligation will be null and void; otherwise, it will remain in full force and effect for 60 days following the bid opening or until this Bid Bond is returned to Bidder, whichever occurs first.

Surety waives the provisions of Civil Code§§ 2819 and 2845. [Signatures are on the following page.]
Fran. Blvd. E. Mid Block Crossing
Project No. 11451
2022 Form BID BOND
This Bid Bond is entered into and effective on October 11 , 20~.

SURETY:

October 11, 2024
Date
(Attach Acknowledgment with Notary Seal and Power of Attorney) BIDDER:

Mike Brown Electric Co.

Name, Title
Fran. Blvd. E. Mid Block Crossing
Project No. 11451
Date

END OF BID BOND
2022 Form BID BOND
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~Libertx \P Mutual,
SURETY
This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company

POWER OF ATTORNEY
Certificate No: 8209682- 993881
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Stacy M. Clinton. K. Dixon Wright all of the city of Petaluma state of CA each individually if there be more than one named, its true and lawful attorney-in-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons.

IN WITNESS WHEREOF, lhis Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 3rd day of M!i! 2023.

STATE OF PENNSYLVANIA ss

COUNTY OF MONTGOMERY
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
.,, d!dfo
David M. Carey, Assistant Secretary
On this 3rd day of Mm, 2023, before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.

IN WITNESS WHEREOF. I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written.

Commom,'€alth of Pennsylvania - Notary Seal
Teresa Pastella. Nolary Public
Montgomery County
My commiss ion expires March 28, 2025
Commission number 1126044
Member. Pennsylvania Assooat1an of Nobnes
a~.. I} -fl'J..A.~ ~ ~ -iA,:/;ll-1,; By: L... .-!f~ •'X'o/tffl't"'~ Teresa Pastella. Notary Public
This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows:

ARTICLE IV - OFFICERS: Section 12. Power of Attorney.

Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.

ARTICLE XIII - Execution of Contracts: Section 5. Surety Bonds and Undertakings.

Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary.

Certificate of Designation - The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attorneys-· infact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations.

Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appealing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed.

I, Renee C. Llewellyn, the undersigned, Assistant Secretary, of Liberty Mutual lnsur:ance Company, The Ohio Casualty Insurance Company, and West American Insurance Company do hereby certify that this power of attorney executed by said Companies is in fu!l-force an_d effect and t,as not been revoked.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the sea:is of Silld Compa~ies t~is 1,1 tl1Jay of October , 2024. /7_/~ By:_-L-~-------''-------------- - Renee C. Llewellyn, Assistant Secretary POA - LMIC OCIC WAIC Multi Co.022021
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Sonoma
On 10/ I / {24
Date
before me, ___ N~a=nc=-y~L~. W~a=ll=is~,~N~o~t=ary~P_u_b_lr_· c _______ _ Here Insert Name and Title of the Officer
personally appeared _____ S_t_ac_y_M_._C_l_in_to_n ___________________ _ Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

NANCY L. WALLIS
Notary Public - Callfornla
Sonoma County
_ .,. 1; Commission # 2496056
, a,,,;o•~'• My Comm. Expires Aug 28, 2028
Place Notary Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS m hand and official seal.
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer{s)
Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer - Title(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator [J Trustee □ Guardian or Conservator Other: ______________ _ □ Other: ____________ _
Signer Is Representing: ________ _ Signer Is Representing: ________ _ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1 -800-876-6827) Item #5907

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Sonoma
On October 15th, 2024 before me, -----=K=at=i=--e =L=e:,::ig=h:....::H=o=l=co=m=b"--', N~ot=a=---ry--=--P=ub=l=ic"-------~ personally appeared ____ T-=--=if=fa=n"'-'y'-H=-=o-'-w'-'e'---------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

KATIE LEIGH HOLCOMB
WITNESS my hand and official seal.
s;g"'~ "~
Notary Public - California "'
Sonoma County ! . Commission It 2430529
~ • ., o••" My Comm. Expires Dec 13, 2026
(Notary Seal)

ADDITIONAL OPTIONAL INFORMATION

DESCRIPTION OF THE ATTACHED DOCUMENT
Bid Bond
(Title or description of the attached document)
Francisco Blvd East Mid Block Crossing Enhancement
(Title or description of the attached document continued) Number of Pages _2__ Document Date I 0/11/2024
City of San Rafael
(Title or description of the attached document)

CAPACITY CLAIMED BY THE SIGNER
□ Individual (s)
X Corporate Officer (s) President/CFO
□ Partner (s)
□ Attorney-in-Fact
□ Trustee (s)
□ Other

INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgement completed in California must contain verbiage exactly as appears above in the nofa,y section or a separate acknowledgement form must be properly completed and al/ached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgement verbiage as may be printed on such a document so long as the verbiage does not require the nota,y to do something that is illegal for a nota,y in California (i.e. certifying the authori=ed capacity of the signer). Please check the document careji,lly for proper notarial wording and al/ach this fon11 if required.
• State and County infonnation must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgement. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgement is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of the document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural fonns by crossing off incorrect fonns (i.e. he/she/they, is/are) or by circling the correct forms. Failure to correctly indicate this information may lead to rejection of the document recording. • The notary seal impression must be clear and photographically reproducible.

Impression must not cover text or lines. If seal impression smudges. re-seal if a sufficient area permits. otherwise complete a different acknowledgement fonn. • Signature of the notary public must match the signature on file with the office of the county clerk.
o Additional lnfonnation is not required but could help to ensure this acknowledgement is not misused or attached to a different document. o Indicate title or type of attached document, # of pages and date. o Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer. indicate the title (i.e. CEO. CFO, Secretary). • Securely attach this document to the signed document.

Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form PAYMENT BOND Project #11451 Page 5
Payment Bond
The City of San Rafael (“City”) and Mike Brown Electric Co. (“Contractor”) have entered into a contract for work on the Francisco Blvd East Mid-Block Crossing Enhancement Project (“Project”). The Contract is incorporated by reference into this Payment Bond (“Bond”).

1. General. Under this Bond, Contractor as principal and ____________________________, its surety (“Surety”), are bound to City as obligee in an amount not less than $_________________, under California Civil Code § 9550 et seq., to ensure payment to authorized claimants. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor.

2. Surety’s Obligation. If Contractor or any of its Subcontractors fails to pay a person authorized in California Civil Code § 9100 to assert a claim against a payment bond, any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Contractor and its Subcontractors under California Unemployment Insurance Code § 13020 with respect to the work and labor, then Surety will pay the obligation.

3. Beneficiaries. This Bond inures to the benefit of any of the persons named in California Civil Code § 9100, so as to give a right of action to those persons or their assigns in any suit brought upon this Bond. Contractor must promptly provide a copy of this Bond upon request by any person with legal rights under this Bond.

4. Duration. If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance of the Work required by the Contract, in conformance with the time requirements set forth in the Contract and as required by California law, Surety’s obligations under this Bond will be null and void. Otherwise, Surety’s obligations will remain in full force and effect.

5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the provisions of Civil Code §§ 2819 and 2845. City waives the requirement of a new bond for any supplemental contract under Civil Code § 9550. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows:

Attn: _____________________________________________________ Address: __________________________________________________ City/State/Zip: ______________________________________________ Phone: ___________________________________________________ Email: ____________________________________________________

6. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Marin County Superior Court, and no other place.

Surety will be responsible for City’s attorneys’ fees and costs in any action to enforce the provisions of this Bond.
[Signatures are on the following page.]
Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form PAYMENT BOND Project #11451 Page 6

7. Effective Date; Execution. This Bond is entered into and is effective on __________, 20__.

SURETY:
___________________________________
Business Name
s/__________________________________ ______________________________ Date
___________________________________
Name, Title
(Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR:
___________________________________
Business Name
s/__________________________________ ______________________________ Date
___________________________________
Name, Title
APPROVED BY CITY:
s/ __________________________________ ______________________________ ROBERT F. EPSTEIN, City Attorney Date

END OF PAYMENT BOND
Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form PERFORMANCE BOND Project #11451 Page 7
Performance Bond
The City of San Rafael (“City”) and Mike Brown Electric Co. (“Contractor”) have entered into a contract for work on the Francisco Blvd East Mid-Block Crossing Enhancement Project (“Project”). The Contract is incorporated by reference into this Performance Bond (“Bond”).

1. General. Under this Bond, Contractor as principal and ___________________________, its surety (“Surety”), are bound to City as obligee for an amount not less than $__________________ to ensure Contractor’s faithful performance of its obligations under the Contract. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor.

2. Surety’s Obligations. Surety’s obligations are co-extensive with Contractor’s obligations under the Contract. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, Surety’s obligations under this Bond will become null and void. Otherwise, Surety’s obligations will remain in full force and effect.

3. Waiver. Surety waives any requirement to be notified of and further consents to any alterations to the Contract made under the applicable provisions of the Contract Documents, including changes to the scope of Work or extensions of time for performance of Work under the Contract. Surety waives the provisions of Civil Code §§ 2819 and 2845.

4. Application of Contract Balance. Upon making a demand on this Bond for completion of the Work prior to acceptance of the Project, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Contract Price minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract.

5. Contractor Default. Upon written notification from City of Contractor’s termination for default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action:

5.1 Arrange for completion of the Work under the Contract by Contractor, with City’s consent, but only if Contractor is in default solely due to its financial inability to complete the Work;

5.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety’s expense; or

5.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City’s costs to have the remaining Work completed.

6. Surety Default. If Surety defaults on its obligations under the Bond, City will be entitled to recover all costs it incurs due to Surety’s default, including legal, design professional, or delay costs.

7. Notice. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows:

Attn: _____________________________________________________ Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form PERFORMANCE BOND Project #11451 Page 8
Address: __________________________________________________ City/State/Zip: ______________________________________________ Phone: ___________________________________________________ Fax: ______________________________________________________ Email: ____________________________________________________

8. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Marin County Superior Court, and no other place.

Surety will be responsible for City’s attorneys’ fees and costs in any action to enforce the provisions of this Bond.

9. Effective Date; Execution. This Bond is entered into and effective on ____________________, 20___.

END OF PERFORMANCE BOND
Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 9
General Conditions
Article 1 - Definitions
Definitions. The following definitions apply to all of the Contract Documents unless otherwise indicated, e.g., additional definitions that apply solely to the Specifications or other technical documents. Defined terms and titles of documents are capitalized in the Contract Documents, with the exception of the following (in any tense or form): “day,” “furnish,” “including,” “install,” “work day” or “working day.”
Allowance means a specific amount that must be included in the Bid Proposal for a specified purpose.

Article, as used in these General Conditions, means a numbered Article of the General Conditions, unless otherwise indicated by the context.

Change Order means a written document duly approved and executed by City, which changes the scope of Work, the Contract Price, or the Contract Time.

City means the municipality which has entered into the Contract with Contractor for performance of the Work, acting through its City Council, officers, employees, City Engineer, and any other authorized representatives.

City Engineer means the City Engineer for City and his or her authorized delegee(s).

Claim means a separate demand by Contractor for a change in the Contract Time or Contract Price, that has previously been submitted to City in accordance with the requirements of the Contract Documents, and which has been rejected by City, in whole or in part; or a written demand by Contractor objecting to the amount of Final Payment.

Contract means the signed agreement between City and Contractor for performing the Work required for the Project, and all documents expressly incorporated therein.

Contract Documents means, collectively, all of the documents listed as such in Section 2 of the Contract, including the Notice Inviting Bids; the Instructions to Bidders; addenda, if any; the Bid Proposal, and attachments thereto; the Contract; the Notice of Potential Award and Notice to Proceed; the payment and performance bonds; the General Conditions; the Special Conditions; the Project Plans and Specifications; any Change Orders; and any other documents which are clearly and unambiguously made part of the Contract Documents. The Contract Documents do not include documents provided “For Reference Only,” or documents that are intended solely to provide information regarding existing conditions.

Contract Price means the total compensation to be paid to Contractor for performance of the Work, as set forth in the Contract and as may be amended by Change Order or adjusted for an Allowance. The Contract Price is not subject to adjustment due to inflation or due to the increased cost of labor, material, supplies or equipment following submission of the Bid Proposal.

Contract Time means the time specified for complete performance of the Work, as set forth in the Contract and as may be amended by Change Order.

Contractor means the individual, partnership, corporation, or joint-venture that has signed the Contract with City to perform the Work.

Day means a calendar day unless otherwise specified.

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Design Professional means the licensed individual(s) or firm(s) retained by City to provide architectural, engineering, or electrical engineering design services for the Project. If no Design Professional has been retained for this Project, any reference to Design Professional is deemed to refer to the Engineer.

DIR means the California Department of Industrial Relations.

Drawings has the same meaning as Plans.

Engineer means the City Engineer for the City of San Rafael and his or her authorized delegees.

Excusable Delay is defined in Section 5.3(B), Excusable Delay.

Extra Work means new or unforeseen work added to the Project, as determined by the Engineer in his or her sole discretion, including Work that was not part of or incidental to the scope of the Work when the Contractor’s bid was submitted; Work that is substantially different from the Work as described in the Contract Documents at bid time; or Work that results from a substantially differing and unforeseeable condition.

Final Completion means Contractor has fully completed all of the Work required by the Contract Documents to the City’s satisfaction, including all punch list items and any required commissioning or training, and has provided the City with all required submittals, including the instructions and manuals, product warranties, and as-built drawings.

Final Payment means payment to Contractor of the unpaid Contract Price, including release of undisputed retention, less amounts withheld or deducted pursuant to the Contract Documents.

Furnish means to purchase and deliver for the Project.

Government Code Claim means a claim submitted pursuant to California Government Code § 900 et seq.

Hazardous Materials means any substance or material identified now or in the future as hazardous under any Laws, or any other substance or material that may be considered hazardous or otherwise subject to Laws governing handling, disposal, or cleanup.

Including, whether or not capitalized, means “including, but not limited to,” unless the context clearly requires otherwise.

Inspector means the individual(s) or firm(s) retained or employed by City to inspect the workmanship, materials, and manner of construction of the Project and its components to ensure compliance with the Contract Documents and all Laws.

Install means to fix in place for materials, and to fix in place and connect for equipment.

Laws means all applicable local, state, and federal laws, regulations, rules, codes, ordinances, permits, orders, and the like enacted or imposed by or under the auspices of any governmental entity with jurisdiction over any of the Work or any performance of the Work, including health and safety requirements.

Non-Excusable Delay is defined in Section 5.3(D), Non-Excusable Delay.

Plans means the City-provided plans, drawings, details, or graphical depictions of the Project requirements, but does not include Shop Drawings.

Project means the public works project referenced in the Contract.

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Project Manager means the individual designated by City to oversee and manage the Project on City’s behalf and may include his or her authorized delegee(s) when the Project Manager is unavailable. If no Project Manager has been designated for this Project, any reference to Project Manager is deemed to refer to the Engineer.

Recoverable Costs is defined in Section 5.3(F), Recoverable Costs.

Request for Information or RFI means Contractor’s written request for information about the Contract Documents, the Work or the Project, submitted to City in the manner and format specified by City.

Section, when capitalized in these General Conditions, means a numbered section or subsection of the General Conditions, unless the context clearly indicates otherwise.

Shop Drawings means drawings, plan details or other graphical depictions prepared by or on behalf of Contractor, and subject to City acceptance, which are intended to provide details for fabrication, installation, and the like, of items required by or shown in the Plans or Specifications.

Specialty Work means Work that must be performed by a specialized Subcontractor with the specified license or other special certification, and that the Contractor is not qualified to selfperform.

Specifications means the technical, text specifications describing the Project requirements, which are prepared for and incorporated into the Contract by or on behalf of City, and does not include the Contract, General Conditions or Special Conditions.

Subcontractor means an individual, partnership, corporation, or joint-venture retained by Contractor directly or indirectly through a subcontract to perform a specific portion of the Work.

The term Subcontractor applies to subcontractors of all tiers, unless otherwise indicated by the context. A third party such as a utility performing related work on the Project is not a Subcontractor, even if Contractor must coordinate its Work with the third party.

Technical Specifications has the same meaning as Specifications.

Work means all of the construction and services necessary for or incidental to completing the Project in conformance with the requirements of the Contract Documents.

Work Day or Working Day, whether or not capitalized, means a weekday when the City is open for business, and does not include holidays observed by the City.

Worksite means the place or places where the Work is performed, which includes, but may extend beyond the Project site, including separate locations for staging, storage, or fabrication.

Article 2 - Roles and Responsibilities

2.1 City.
(A) City Council. The City Council has final authority in all matters affecting the Project, except to the extent it has delegated authority to the Engineer. (B) Engineer. The Engineer, acting within the authority conferred by the City Council, is responsible for administration of the Project on behalf of City, including authority to provide directions to the Design Professional and to Contractor to ensure proper and timely completion of the Project. The Engineer’s decisions are final and Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 12
conclusive within the scope of his or her authority, including interpretation of the Contract Documents.
(C) Project Manager. The Project Manager assigned to the Project will be the primary point of contact for the Contractor and will serve as City’s representative for daily administration of the Project on behalf of City. Unless otherwise specified, all of Contractor’s communications to City (in any form) will go to or through the Project Manager. City reserves the right to reassign the Project Manager role at any time or to delegate duties to additional City representatives, without prior notice to or consent of Contractor.
(D) Design Professional. The Design Professional is responsible for the overall design of the Project and, to the extent authorized by City, may act on City’s behalf to ensure performance of the Work in compliance with the Plans and Specifications, including any design changes authorized by Change Order. The Design Professional’s duties may include review of Contractor’s submittals, visits to any Worksite, inspecting the Work, evaluating test and inspection results, and participation in Project-related meetings, including any pre-construction conference, weekly meetings, and coordination meetings. The Design Professional’s interpretation of the Plans or Specifications is final and conclusive.

2.2 Contractor.
(A) General. Contractor must provide all labor, materials, supplies, equipment, services, and incidentals necessary to perform and timely complete the Work in strict accordance with the Contract Documents, and in an economical and efficient manner in the best interests of City, and with minimal inconvenience to the public. (B) Responsibility for the Work and Risk of Loss. Contractor is responsible for supervising and directing all aspects of the Work to facilitate the efficient and timely completion of the Work. Contractor is solely responsible for and required to exercise full control over the Work, including the construction means, methods, techniques, sequences, procedures, safety precautions and programs, and coordination of all portions of the Work with that of all other contractors and Subcontractors, except to the extent that the Contract Documents provide other specific instructions. Contractor’s responsibilities extend to any plan, method or sequence suggested, but not required by City or specified in the Contract Documents. From the date of commencement of the Work until either the date on which City formally accepts the Project or the effective date of termination of the Contract, whichever is later, Contractor bears all risks of injury or damage to the Work and the materials and equipment delivered to any Worksite, by any cause including fire, earthquake, wind, weather, vandalism or theft. (C) Project Administration. Contractor must provide sufficient and competent administration, staff, and skilled workforce necessary to perform and timely complete the Work in accordance with the Contract Documents. Before starting the Work, Contractor must designate in writing and provide complete contact information, including telephone numbers and email address, for the officer or employee in Contractor’s organization who is to serve as Contractor’s primary representative for the Project, and who has authority to act on Contractor’s behalf. A Subcontractor may not serve as Contractor’s primary representative.
(D) On-Site Superintendent. Contractor must, at all times during performance of the Work, provide a qualified and competent full-time superintendent acceptable to City, and assistants as necessary, who must be physically present at the Project site while any aspect of the Work is being performed. The superintendent must have full authority to act and communicate on behalf of Contractor, and Contractor will be bound by the Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 13
superintendent’s communications to City. City’s approval of the superintendent is required before the Work commences. If City is not satisfied with the superintendent’s performance, City may request a qualified replacement of the superintendent. Failure to comply may result in temporary suspension of the Work, at Contractor’s sole expense and with no extension of Contract Time, until an approved superintendent is physically present to supervise the Work. Contractor must provide written notice to City, as soon as practicable, before replacing the superintendent.
(E) Standards. Contractor must, at all times, ensure that the Work is performed in an efficient, skillful manner following best practices and in full compliance with the Contract Documents and Laws and applicable manufacturer’s recommendations.

Contractor has a material and ongoing obligation to provide true and complete information, to the best of its knowledge, with respect to all records, documents, or communications pertaining to the Project, including oral or written reports, statements, certifications, Change Order requests, or Claims.
(F) Meetings. Contractor, its project manager, superintendent and any primary Subcontractors requested by City, must attend a pre-construction conference, if requested by City, as well as weekly Project progress meetings scheduled with City. If applicable, Contractor may also be required to participate in coordination meetings with other parties relating to other work being performed on or near the Project site or in relation to the Project, including work or activities performed by City, other contractors, or other utility owners.
(G) Construction Records. Contractor will maintain up-to-date, thorough, legible, and dated daily job reports, which document all significant activity on the Project for each day that Work is performed on the Project. The daily report for each day must include the number of workers at the Project site; primary Work activities; major deliveries; problems encountered, including injuries, if any; weather and site conditions; and delays, if any.

Contractor will take date and time-stamped photographs to document general progress of the Project, including site conditions prior to construction activities, before and after photographs at offset trench laterals, existing improvements and utilities, damage and restoration. Contractor will maintain copies of all subcontracts, Project-related correspondence with Subcontractors, and records of meetings with Subcontractors. Upon request by the City, Contractor will permit review of and/or provide copies of any of these construction records.
(H) Responsible Party. Contractor is solely responsible to City for the acts or omissions of any Subcontractors, or any other party or parties performing portions of the Work or providing equipment, materials or services for or on behalf of Contractor or the Subcontractors. Upon City’s written request, Contractor must promptly and permanently remove from the Project, at no cost to City, any employee or Subcontractor or employee of a Subcontractor who the Engineer has determined to be incompetent, intemperate or disorderly, or who has failed or refused to perform the Work as required under the Contract Documents.
(I) Correction of Defects. Contractor must promptly correct, at Contractor’s sole expense, any Work that is determined by City to be deficient or defective in any way, including workmanship, materials, parts or equipment. Workmanship, materials, parts or equipment that do not conform to the requirements under the Plans, Specifications and every other Contract Document, as determined by City, will be considered defective and subject to rejection. Contractor must also promptly correct, at Contractor’s sole expense, any Work performed beyond the lines and grades shown on the Plans or established by City, and any Extra Work performed without City’s prior written approval. If Contractor fails to correct or to take reasonable steps toward correcting defective Work within five days following notice from City, or within the time specified in City’s notice to correct, City Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 14
may elect to have the defective Work corrected by its own forces or by a third party, in which case the cost of correction will be deducted from the Contract Price. If City elects to correct defective Work due to Contractor’s failure or refusal to do so, City or its agents will have the right to take possession of and use any equipment, supplies, or materials available at the Project site or any Worksite on City property, in order to effectuate the correction, at no extra cost to City. Contractor’s warranty obligations under Section 11.2, Warranty, will not be waived nor limited by City’s actions to correct defective Work under these circumstances. Alternatively, City may elect to retain defective Work, and deduct the difference in value, as determined by the Engineer, from payments otherwise due to Contractor. This paragraph applies to any defective Work performed by Contractor during the one-year warranty period under Section 11.2.
(J) Contractor’s Records. Contractor must maintain all of its records relating to the Project in any form, including paper documents, photos, videos, electronic records, approved samples, and the construction records required pursuant to paragraph (G), above. Project records subject to this provision include complete Project cost records and records relating to preparation of Contractor’s bid, including estimates, take-offs, and price quotes or bids.
(1) Contractor’s cost records must include all supporting documentation, including original receipts, invoices, and payroll records, evidencing its direct costs to perform the Work, including, but not limited to, costs for labor, materials and equipment. Each cost record should include, at a minimum, a description of the expenditure with references to the applicable requirements of the Contract Documents, the amount actually paid, the date of payment, and whether the expenditure is part of the original Contract Price, related to an executed Change Order, or otherwise categorized by Contractor as Extra Work. Contractor’s failure to comply with this provision as to any claimed cost operates as a waiver of any rights to recover the claimed cost.
(2) Contractor must continue to maintain its Project-related records in an organized manner for a period of five years after City’s acceptance of the Project or following Contract termination, whichever occurs first. Subject to prior notice to Contractor, City is entitled to inspect or audit any of Contractor’s records relating to the Project during Contractor’s normal business hours. The record-keeping requirements set forth in this subsection 2.2(J) will survive expiration or termination of the Contract.
(K) Copies of Project Documents. Contractor and its Subcontractors must keep copies, at the Project site, of all Work-related documents, including the Contract, permit(s), Plans, Specifications, Addenda, Contract amendments, Change Orders, RFIs and RFI responses, Shop Drawings, as-built drawings, schedules, daily records, testing and inspection reports or results, and any related written interpretations. These documents must be available to City for reference at all times during construction of the Project.

2.3 Subcontractors.
(A) General. All Work which is not performed by Contractor with its own forces must be performed by Subcontractors. City reserves the right to approve or reject any and all Subcontractors proposed to perform the Work, for reasons including the subcontractor’s poor reputation, lack of relevant experience, financial instability, and lack of technical ability or adequate trained workforce. Each Subcontractor must obtain a City business license before performing any Work.

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(B) Contractual Obligations. Contractor must require each Subcontractor to comply with the provisions of the Contract Documents as they apply to the Subcontractor’s portion(s) of the Work, including the generally applicable terms of the Contract Documents, and to likewise bind their subcontractors. Contractor will provide that the rights that each Subcontractor may have against any manufacturer or supplier for breach of warranty or guarantee relating to items provided by the Subcontractor for the Project, will be assigned to City. Nothing in these Contract Documents creates a contractual relationship between a Subcontractor and City, but City is deemed to be a third-party beneficiary of the contract between Contractor and each Subcontractor. (C) Termination. If the Contract is terminated, each Subcontractor’s agreement must be assigned by Contractor to City, subject to the prior rights of any surety, but only if and to the extent that City accepts, in writing, the assignment by written notification, and assumes all rights and obligations of Contractor pursuant to each such subcontract agreement.
(D) Substitution of Subcontractor. If Contractor requests substitution of a listed Subcontractor under Public Contract Code § 4107, Contractor is solely responsible for all costs City incurs in responding to the request, including legal fees and costs to conduct a hearing, and any increased subcontract cost to perform the Work that was to be performed by the listed Subcontractor. If City determines that a Subcontractor is unacceptable to City based on the Subcontractor’s failure to satisfactorily perform its Work, or for any of the grounds for substitution listed in Public Contract Code § 4107(a), City may request removal of the Subcontractor from the Project. Upon receipt of a written request from City to remove a Subcontractor pursuant to this paragraph, Contractor will immediately remove the Subcontractor from the Project and, at no further cost to City, will either (1) self-perform the remaining Work to the extent that Contractor is duly licensed and qualified to do so, or (2) substitute a Subcontractor that is acceptable to City, in compliance with Public Contract Code § 4107, as applicable.

2.4 Coordination of Work.
(A) Concurrent Work. City reserves the right to perform, have performed, or permit performance of other work on or adjacent to the Project site while the Work is being performed for the Project. Contractor is responsible for coordinating its Work with other work being performed on or adjacent to the Project site, including by any utility companies or agencies, and must avoid hindering, delaying, or interfering with the work of other contractors, individuals, or entities, and must ensure safe and reasonable site access and use as required or authorized by City. To the full extent permitted by law, Contractor must hold harmless and indemnify City against any and all claims arising from or related to Contractor’s avoidable, negligent, or willful hindrance of, delay to, or interference with the work of any utility company or agency or another contractor or subcontractor.
(B) Coordination. If Contractor’s Work will connect or interface with work performed by others, Contractor is responsible for independently measuring and visually inspecting such work to ensure a correct connection and interface. Contractor is responsible for any failure by Contractor or its Subcontractors to confirm measurements before proceeding with connecting Work. Before proceeding with any portion of the Work affected by the construction or operations of others, Contractor must give the Project Manager prompt written notification of any defects Contractor discovers which will prevent the proper execution of the Work. Failure to give notice of any known or reasonably discoverable defects will be deemed acknowledgement by Contractor that the work of others is not defective and will not prevent the proper execution of the Work. Contractor must also promptly notify City if work performed by others, including work or activities performed by City’s own forces, is operating to hinder, delay, or interfere with Contractor’s timely Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 16
performance of the Work. City reserves the right to backcharge Contractor for any additional costs incurred due to Contractor’s failure to comply with the requirements in this Section 2.4.

2.5 Submittals. Unless otherwise specified, Contractor must submit to the Engineer for review and acceptance, all schedules, Shop Drawings, samples, product data, and similar submittals required by the Contract Documents, or upon request by the Engineer.

Unless otherwise specified, all submittals, including Requests for Information, are subject to the general provisions of this Section, as well as specific submittal requirements that may be included elsewhere in the Contract Documents, including the Special Conditions or Specifications. The Engineer may require submission of a submittal schedule at or before a pre-construction conference, as may be specified in the Notice to Proceed. (A) General. Contractor is responsible for ensuring that its submittals are accurate and conform to the Contract Documents.
(B) Time and Manner of Submission. Contractor must ensure that its submittals are prepared and delivered in a manner consistent with the current City-accepted schedule for the Work and within the applicable time specified in the Contract Documents, or if no time is specified, in such time and sequence so as not to delay the performance of the Work or completion of the Project.
(C) Required Contents. Each submittal must include the Project name and contract number, Contractor’s name and address, the name and address of any Subcontractor or supplier involved with the submittal, the date, and references to applicable Specification section(s) and/or drawing and detail number(s).
(D) Required Corrections. If corrections are required, Contractor must promptly make and submit any required corrections as specified in full conformance with the requirements of this Section, or other requirements that apply to that submittal. (E) Effect of Review and Acceptance. Review and acceptance of a submittal by City will not relieve Contractor from complying with the requirements of the Contract Documents. Contractor is responsible for any errors in any submittal, and review or acceptance of a submittal by City is not an assumption of risk or liability by City. (F) Enforcement. Any Work performed or any material furnished, installed, fabricated or used without City’s prior acceptance of a required submittal is performed or provided at Contractor’s risk, and Contractor may be required to bear the costs incident thereto, including the cost of removing and replacing such Work, repairs to other affected portions of the Work or material, and the cost of additional time or services required of City, including costs for the Design Professional, Project Manager, or Inspector. (G) Excessive RFIs. A RFI will be considered excessive or unnecessary if City determines that the explanation or response to the RFI is clearly and unambiguously discernable from the Contract Documents. City’s costs to review and respond to excessive or unnecessary RFIs may be deducted from payments otherwise due to Contractor.

2.6 Shop Drawings. When Shop Drawings are required by the Specifications or requested by the Engineer, they must be prepared according to best practices at Contractor’s expense. The Shop Drawings must be of a size and scale to clearly show all necessary details. Unless otherwise specified by City, Shop Drawings must be provided to the Engineer for review and acceptance at least 30 days before the Work will be performed.

If City requires changes, the corrected Shop Drawings must be resubmitted to the Engineer for review within the time specified by the Engineer. For all Project components Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 17
requiring Shop Drawings, Contractor will not furnish materials or perform any Work until the Shop Drawings for those components are accepted by City. Contractor is responsible for any errors or omissions in the Shop Drawings, shop fits and field corrections; any deviations from the Contract Documents; and for the results obtained by the use of Shop Drawings. Acceptance of Shop Drawings by City does not relieve Contractor of Contractor’s responsibility.

2.7 Access to Work. Contractor must afford prompt and safe access to any Worksite by City and its employees, agents, or consultants authorized by City; and upon request by City, Contractor must promptly arrange for City representatives to visit or inspect manufacturing sites or fabrication facilities for items to be incorporated into the Work.

2.8 Personnel. Contractor and its Subcontractors must employ only competent and skillful personnel to perform the Work. Contractor and its Subcontractor’s supervisors, security or safety personnel, and employees who have unescorted access to the Project site must possess proficiency in English sufficient to read, understand, receive, and implement oral or written communications or instructions relating to their respective job functions, including safety and security requirements. Upon written notification from the Engineer, Contractor and its Subcontractors must immediately discharge any personnel who are incompetent, disorderly, disruptive, threatening, abusive, or profane, or otherwise refuse or fail to comply with the requirements of the Contract Documents or Laws, including Laws pertaining to health and safety. Any such discharged personnel may not be reemployed or permitted on the Project in any capacity without City’s prior written consent.

Article 3 - Contract Documents

3.1 Interpretation of Contract Documents.
(A) Plans and Specifications. The Plans and Specifications included in the Contract Documents are complementary. If Work is shown on one but not on the other, Contractor must perform the Work as though fully described on both, consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. The Plans and Specifications are deemed to include and require everything necessary and reasonably incidental to completion of the Work, whether or not particularly mentioned or shown. Contractor must perform all Work and services and supply all things reasonably related to and inferable from the Contract Documents. In the event of a conflict between the Plans and Specifications, the Specifications will control, unless the drawing(s) at issue are dated later than the Specification(s) at issue. Detailed drawings take precedence over general drawings, and large-scale drawings take precedence over smaller scale drawings. Any arrangement or division of the Plans and Specifications into sections is for convenience and is not intended to limit the Work required by separate trades. A conclusion presented in the Plans or Specifications is only a recommendation. Actual locations and depths must be determined by Contractor’s field investigation. Contractor may request access to underlying or background information in City’s possession that is necessary for Contractor to form its own conclusions. (B) Duty to Notify and Seek Direction. If Contractor becomes aware of a changed condition in the Project, or of any ambiguity, conflict, inconsistency, discrepancy, omission, or error in the Contract Documents, including the Plans or Specifications, Contractor must promptly submit a Request for Information to the Engineer and wait for a response from City before proceeding further with the related Work. The RFI must notify City of the issue and request clarification, interpretation or direction. The Engineer’s clarification, interpretation or direction will be final and binding on Contractor. If Contractor proceeds with the related Work before obtaining City’s response, Contractor will be responsible for any resulting costs, including the cost of correcting any incorrect or Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 18
defective Work that results. Timely submission of a clear and complete RFI is essential to avoiding delay. Delay resulting from Contractor’s failure to submit a timely and complete RFI to the Engineer is Non-Excusable Delay. If Contractor believes that City’s response to an RFI justifies a change to the Contract Price or Contract Time, Contractor must perform the Work as directed, but may submit a timely Change Order request in accordance with the Contract Documents. (See Article 5 and 6.) (C) Figures and Dimensions. Figures control over scaled dimensions. (D) Technical or Trade Terms. Any terms that have well-known technical or trade meanings will be interpreted in accordance with those meanings, unless otherwise specifically defined in the Contract Documents.
(E) Measurements. Contractor must verify all relevant measurements in the Contract Documents and at the Project site before ordering any material or performing any Work, and will be responsible for the correctness of those measurements or for costs that could have been avoided by independently verifying measurements. (F) Compliance with Laws. The Contract Documents are intended to comply with Laws and will be interpreted to comply with Laws.

3.2 Order of Precedence. Information included in one Contract Document but not in another will not be considered a conflict or inconsistency. Unless otherwise specified in the Special Conditions, in case of any conflict or inconsistency among the Contract Documents, the following order of precedence will apply, beginning from highest to lowest, with the most recent version taking precedent over an earlier version:
(A) Change Orders;
(B) Addenda;
(C) Contract;
(D) Notice to Proceed;
(E) Attachment B – Federal Contract Requirements (only if used); (F) Special Conditions;
(G) General Conditions;
(H) Payment and Performance Bonds;
(I) Specifications;
(J) Plans;
(K) Notice of Potential Award;
(L) Notice Inviting Bids;
(M) Attachment A – Federal Bidding Requirements (only if used); (N) Instructions to Bidders;
(O) Contractor’s Bid Proposal and attachments;
(P) the City’s standard specifications, as applicable; and (Q) Any generic documents prepared by and on behalf of a third party, that were not prepared specifically for this Project, such as the Caltrans Standard Specifications or Caltrans Special Provisions.

3.3 Caltrans Standard Specifications. Any reference to or incorporation of the Standard Specifications of the State of California, Department of Transportation (“Caltrans”), including “Standard Specifications,” “Caltrans Specifications,” “State Specifications,” or “CSS,” means the most current edition of Caltrans’ Standard Specifications, unless otherwise specified (“Caltrans Standard Specifications”), including the most current amendments as of the date that Contractor’s bid was submitted for this Project. The following provisions apply to use of or reference to the Caltrans Standard Specifications or Special Provisions:

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(A) Limitations. The “General Provisions” of the Caltrans Standard Specifications, i.e., sections 1 through 9, do not apply to these Contract Documents with the exception of any specific provisions, if any, which are expressly stated to apply to these Contract Documents.
(B) Conflicts or Inconsistencies. If there is a conflict or inconsistency between any provision in the Caltrans Standard Specifications or Special Provisions and a provision of these Contract Documents, as determined by City, the provision in the Contract Documents will govern.
(C) Meanings. Terms used in the Caltrans Standard Specifications or Special Provisions are to be interpreted as follows:
(1) Any reference to the “Engineer” is deemed to mean the City Engineer. (2) Any reference to the “Special Provisions” is deemed to mean the Special Conditions, unless the Caltrans Special Provisions are expressly included in the Contract Documents listed in Section 2 of the Contract. (3) Any reference to the “Department” or “State” is deemed to mean City.

3.4 For Reference Only. Contractor is responsible for the careful review of any document, study, or report provided by City or appended to the Contract Documents solely for informational purposes and identified as “For Reference Only.” Nothing in any document, study, or report so appended and identified is intended to supplement, alter, or void any provision of the Contract Documents. Contractor is advised that City or its representatives may be guided by information or recommendations included in such reference documents, particularly when making determinations as to the acceptability of proposed materials, methods, or changes in the Work. Any record drawings or similar final or accepted drawings or maps that are not part of the Contract Documents are deemed to be For Reference Only. The provisions of the Contract Documents are not modified by any perceived or actual conflict with provisions in any document that is provided For Reference Only.

3.5 Current Versions. Unless otherwise specified by City, any reference to standard specifications, technical specifications, or any City or state codes or regulations means the latest specification, code or regulation in effect at the time the Contract is signed.

3.6 Conformed Copies. If City prepares a conformed set of the Contract Documents following award of the Contract, it will provide Contractor with two hard copy (paper) sets and one copy of the electronic file in PDF format. It is Contractor’s responsibility to ensure that all Subcontractors, including fabricators, are provided with the conformed set of the Contract Documents at Contractor’s sole expense.

3.7 Ownership. No portion of the Contract Documents may be used for any purpose other than construction of the Project, without prior written consent from City. Contractor is deemed to have conveyed the copyright in any designs, drawings, specifications, Shop Drawings, or other documents (in paper or electronic form) developed by Contractor for the Project, and City will retain all rights to such works, including the right to possession.

Article 4 - Bonds, Indemnity, and Insurance

4.1 Payment and Performance Bonds. Within ten days following issuance of the Notice of Potential Award, Contractor is required to provide a payment bond and a performance bond, each in the penal sum of not less than 100% of the Contract Price, and each Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 20
executed by Contractor and its surety using the bond forms included with the Contract Documents.
(A) Surety. Each bond must be issued and executed by a surety admitted in California. If an issuing surety cancels the bond or becomes insolvent, within seven days following written notice from City, Contractor must substitute a surety acceptable to City.

If Contractor fails to substitute an acceptable surety within the specified time, City may, at its sole discretion, withhold payment from Contractor until the surety is replaced to City’s satisfaction, or terminate the Contract for default.
(B) Supplemental Bonds for Increase in Contract Price. If the Contract Price increases during construction by five percent or more over the original Contract Price, Contractor must provide supplemental or replacement bonds within ten days of written notice from City pursuant to this Section, covering 100% of the increased Contract Price and using the bond forms included with the Contract Documents.

4.2 Indemnity. To the fullest extent permitted by law, Contractor must indemnify, defend, and hold harmless City, its Council, officers, officials, employees, agents, volunteers, and consultants (individually, an “Indemnitee,” and collectively the “Indemnitees”) from and against any and all liability, loss, damage, claims, causes of action, demands, charges, fines, costs, and expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in bidding or performing the Work or in failing to comply with any obligation of Contractor under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. This indemnity requirement applies to any Liability arising from alleged defects in the content or manner of submission of Contractor’s bid for the Contract.

Contractor’s failure or refusal to timely accept a tender of defense pursuant to this Contract will be deemed a material breach of the Contract. City will timely notify Contractor upon receipt of any third-party claim relating to the Contract, as required by Public Contract Code § 9201. Contractor waives any right to express or implied indemnity against any Indemnitee. Contractor’s indemnity obligations under this Contract will survive the expiration or any early termination of the Contract.

4.3 Insurance. No later than ten days following issuance of the Notice of Potential Award, Contractor must procure and provide proof of the insurance coverage required by this Section in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Contractor and its Subcontractors relating to or arising from the performance of the Work, and must remain in full force and effect at all times during the period covered by the Contract, through the date of City’s acceptance of the Project. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VIII” or better. If Contractor fails to provide any of the required coverage in full compliance with the requirements of the Contract Documents, City may, at its sole discretion, purchase such coverage at Contractor’s expense and deduct the cost from payments due to Contractor, or terminate the Contract for default. The procurement of the required insurance will not be construed to limit Contractor’s liability under this Contract or to fulfill Contractor’s indemnification obligations under this Contract.
(A) Policies and Limits. The following insurance policies and limits are required for this Contract, unless otherwise specified in the Special Conditions:
(1) Commercial General Liability (“CGL”) Insurance: The CGL insurance policy must be issued on an occurrence basis, written on a comprehensive general Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 21
liability form, and must include coverage for liability arising from Contractor’s or its Subcontractor’s acts or omissions in the performance of the Work, including contractor’s protected coverage, contractual liability, products and completed operations, and broad form property damage, with limits of at least $2,000,000 per occurrence and at least $4,000,000 general aggregate. The CGL insurance coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth in this Section, including required endorsements. (2) Automobile Liability Insurance: The automobile liability insurance policy must provide coverage of at least $2,000,000 combined single-limit per accident for bodily injury, death, or property damage, including hired and non-owned auto liability.
(3) Workers’ Compensation Insurance and Employer’s Liability: The workers’ compensation and employer’s liability insurance policy must comply with the requirements of the California Labor Code, providing coverage of at least $1,000,000 or as otherwise required by the statute. If Contractor is self-insured, Contractor must provide its Certificate of Permission to Self-Insure, duly authorized by the DIR.
(4) Pollution Liability Insurance: The pollution liability insurance policy must be issued on an occurrence basis, providing coverage of at least $2,000,000 for all loss arising out of claims for bodily injury, death, property damage, or environmental damage caused by pollution conditions resulting from the Work. (5) Builder’s Risk Insurance: The builder’s risk insurance policy must be issued on an occurrence basis, for all-risk or “all perils” coverage on a 100% completed value basis on the insurable portion of the Project for the benefit of City. (B) Notice. Each certificate of insurance must state that the coverage afforded by the policy or policies will not be reduced, cancelled or allowed to expire without at least 30 days written notice to City, unless due to non-payment of premiums, in which case ten days written notice must be made to City.
(C) Waiver of Subrogation. Each required policy must include an endorsement providing that the carrier will waive any right of subrogation it may have against City. (D) Required Endorsements. The CGL policy, automobile liability policy, pollution liability policy, and builder’s risk policy must include the following specific endorsements:
(1) The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, “Additional Insured”) must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly in the performance of the Contract. The additional insured endorsement must be provided using ISO form CG 20 10 11 85 or an equivalent form approved by the City.
(2) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured.

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(3) The insurance provided by Contractor is primary and no insurance held or owned by any Additional Insured may be called upon to contribute to a loss. (4) This policy does not exclude explosion, collapse, underground excavation hazard, or removal of lateral support.
(E) Contractor’s Responsibilities. This Section 4.3 establishes the minimum requirements for Contractor’s insurance coverage in relation to this Project, but is not intended to limit Contractor’s ability to procure additional or greater coverage. Contractor is responsible for its own risk assessment and needs and is encouraged to consult its insurance provider to determine what coverage it may wish to carry beyond the minimum requirements of this Section. Contractor is solely responsible for the cost of its insurance coverage, including premium payments, deductibles, or self-insured retentions, and no Additional Insured will be responsible or liable for any of the cost of Contractor’s insurance coverage.
(F) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions that apply to the required insurance (collectively, “deductibles”) in excess of $100,000 are subject to approval by the City’s Risk Manager, acting in his or her sole discretion, and must be declared by Contractor when it submits its certificates of insurance and endorsements pursuant to this Section 4.3. If the City’s Risk Manager determines that the deductibles are unacceptably high, at City’s option, Contractor must either reduce or eliminate the deductibles as they apply to City and all required Additional Insured; or must provide a financial guarantee, to City’s satisfaction, guaranteeing payment of losses and related investigation, claim administration, and legal expenses. (G) Subcontractors. Contractor must ensure that each Subcontractor is required to maintain the same insurance coverage required under this Section 4.3, with respect to its performance of Work on the Project, including those requirements related to the Additional Insureds and waiver of subrogation, but excluding pollution liability or builder’s risk insurance unless otherwise specified in the Special Conditions. A Subcontractor may be eligible for reduced insurance coverage or limits, but only to the extent approved in writing in advance by the City’s Risk Manager. Contractor must confirm that each Subcontractor has complied with these insurance requirements before the Subcontractor is permitted to begin Work on the Project. Upon request by the City, Contractor must provide certificates and endorsements submitted by each Subcontractor to prove compliance with this requirement. The insurance requirements for Subcontractors do not replace or limit the Contractor’s insurance obligations.

Article 5 - Contract Time

5.1 Time is of the Essence. Time is of the essence in Contractor’s performance and completion of the Work, and Contractor must diligently prosecute the Work and complete it within the Contract Time.
(A) General. Contractor must commence the Work on the date indicated in the Notice to Proceed and must fully complete the Work in strict compliance with all requirements of the Contract Documents and within the Contract Time. Contractor may not begin performing the Work before the date specified in the Notice to Proceed. (B) Authorization. Contractor is not entitled to compensation or credit for any Work performed before the date specified in the Notice to Proceed, with the exception of any schedules, submittals, or other requirements, if any, that must be provided or performed before issuance of the Notice to Proceed.

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(C) Rate of Progress. Contractor and its Subcontractors must, at all times, provide workers, materials, and equipment sufficient to maintain the rate of progress necessary to ensure full completion of the Work within the Contract Time. If City determines that Contractor is failing to prosecute the Work at a sufficient rate of progress, City may, in its sole discretion, direct Contractor to provide additional workers, materials, or equipment, or to work additional hours or days without additional cost to City, in order to achieve a rate of progress satisfactory to City. If Contractor fails to comply with City’s directive in this regard, City may, at Contractor’s expense, separately contract for additional workers, materials, or equipment or use City’s own forces to achieve the necessary rate of progress. Alternatively, City may terminate the Contract based on Contractor’s default.

5.2 Schedule Requirements. Contractor must prepare all schedules using standard, commercial scheduling software acceptable to the Engineer, and must provide the schedules in electronic and paper form as requested by the Engineer. In addition to the general scheduling requirements set forth below, Contractor must also comply with any scheduling requirements included in the Special Conditions or in the Technical Specifications.
(A) Baseline (As-Planned) Schedule. Within ten calendar days following City’s issuance of the Notice to Proceed (or as otherwise specified in the Notice to Proceed), Contractor must submit to City for review and acceptance a baseline (as-planned) schedule using critical path methodology showing in detail how Contractor plans to perform and fully complete the Work within the Contract Time, including labor, equipment, materials and fabricated items. The baseline schedule must show the order of the major items of Work and the dates of start and completion of each item, including when the materials and equipment will be procured. The schedule must also include the work of all trades, reflecting anticipated labor or crew hours and equipment loading for the construction activities, and must be sufficiently comprehensive and detailed to enable progress to be monitored on a day-by-day basis. For each activity, the baseline schedule must be dated, provided in the format specified in the Contract Documents or as required by City, and must include, at a minimum, a description of the activity, the start and completion dates of the activity, and the duration of the activity. (1) Specialized Materials Ordering. Within five calendar days following issuance of the Notice to Proceed, Contractor must order any specialized material or equipment for the Work that is not readily available from material suppliers.

Contractor must also retain documentation of the purchase order date(s). (B) City’s Review of Schedules. City will review and may note exceptions to the baseline schedule, and to the progress schedules submitted as required below, to assure completion of the Work within the Contract Time. Contractor is solely responsible for resolving any exceptions noted in a schedule and, within seven days, must correct the schedule to address the exceptions. City’s review or acceptance of Contractor’s schedules will not operate to waive or limit Contractor’s duty to complete the Project within the Contract Time, nor to waive or limit City’s right to assess liquidated damages for Contractor’s unexcused failure to do so.
(C) Progress Schedules. After City accepts the final baseline schedule with no exceptions, Contractor must submit an updated progress schedule and three-week lookahead schedule, in the format specified by City, for review and acceptance with each application for a progress payment, or when otherwise specified by City, until completion of the Work. The updated progress schedule must: show how the actual progress of the Work as constructed to date compares to the baseline schedule; reflect any proposed changes in the construction schedule or method of operations, including to achieve Project milestones within the Contract Time; and identify any actual or potential impacts Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 24
to the critical path. Contractor must also submit periodic reports to City of any changes in the projected material or equipment delivery dates for the Project. (1) Float. The progress schedule must show early and late completion dates for each task. The number of days between those dates will be designated as the “float.” Any float belongs to the Project and may be allocated by the Engineer to best serve timely completion of the Project.
(2) Failure to Submit Schedule. Reliable, up-to-date schedules are essential to efficient and cost-effective administration of the Project and timely completion. If Contractor fails to submit a schedule within the time periods specified in this Section, or submits a schedule to which City has noted exceptions that are not corrected, City may withhold up to ten percent from payment(s) otherwise due to Contractor until the exceptions are resolved, the schedule is corrected and resubmitted, and City has accepted the schedule. In addition, Contractor’s failure to comply with the schedule requirements in this Section 5.2 will be deemed a material default and a waiver of any claims for Excusable Delay or loss of productivity arising during any period when Contractor is out of compliance, subject only to the limits of Public Contract Code § 7102. (D) Recovery Schedule. If City determines that the Work is more than one week behind schedule, within seven days following written notice of such determination, Contractor must submit a recovery schedule, showing how Contractor intends to perform and complete the Work within the Contract Time, based on actual progress to date. (E) Effect of Acceptance. Contractor and its Subcontractors must perform the Work in accordance with the most current City-accepted schedule unless otherwise directed by City. City’s acceptance of a schedule does not operate to extend the time for completion of the Work or any component of the Work, and will not affect City’s right to assess liquidated damages for Contractor’s unexcused delay in completing the Work within the Contract Time.
(F) Posting. Contractor must at all times prominently post a copy of the most current City-accepted progress or recovery schedule in its on-site office. (G) Reservation of Rights. City reserves the right to direct the sequence in which the Work must be performed or to make changes in the sequence of the Work in order to facilitate the performance of work by City or others, or to facilitate City’s use of its property. The Contract Time or Contract Price may be adjusted to the extent such changes in sequence actually increase or decrease Contractor’s time or cost to perform the Work.
(H) Authorized Working Days and Times. Contractor is limited to working Monday through Friday, excluding holidays, during City’s normal business hours, except as provided in the Special Conditions or as authorized in writing by City. City reserves the right to charge Contractor for additional costs incurred by City due to Work performed on days or during hours not expressly authorized in the Contract Documents, including reimbursement of costs incurred for inspection, testing, and construction management services.

5.3 Delay and Extensions of Contract Time.
(A) Notice of Delay. If Contractor becomes aware of any actual or potential delay affecting the critical path, Contractor must promptly notify the Engineer in writing, regardless of the nature or cause of the delay, so that City has a reasonable opportunity to mitigate or avoid the delay.

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(B) Excusable Delay. The Contract Time may be extended if Contractor encounters “Excusable Delay,” which is an unavoidable delay in completing the Work within the Contract Time due to causes completely beyond Contractor’s control, and which Contractor could not have avoided or mitigated through reasonable care, planning, foresight, and diligence, provided that Contractor is otherwise fully performing its obligations under the Contract Documents. Grounds for Excusable Delay may include fire, natural disasters including earthquake or unusually severe weather, acts of terror or vandalism, epidemic, unforeseeable adverse government actions, unforeseeable actions of third parties, encountering unforeseeable hazardous materials, unforeseeable site conditions, or suspension for convenience under Article 13. The Contract Time will not be extended based on circumstances which will not unavoidably delay completing the Work within the Contract Time based on critical path analysis. (C) Weather Delays. A “Weather Delay Day” is a Working Day during which Contractor and its forces, including Subcontractors, are unable to perform more than 40% of the critical path Work scheduled for that day due to adverse weather conditions which impair the ability to safely or effectively perform the scheduled critical path Work that day.

Adverse weather conditions may include rain, saturated soil, and Project site clean-up required due to adverse weather. Determination of what constitutes critical path Work scheduled for that day will be based on the most current, City-approved schedule.

Contractor will be entitled to a non-compensable extension of the Contract Time for each Weather Delay Day in excess of the normal Weather Delay Days within a given month as determined by reliable records, including monthly rainfall averages, for the preceding ten years (or as otherwise specified in the Special Conditions or Specifications). (1) Contractor must fully comply with the applicable procedures in Articles 5 and 6 of the General Conditions regarding requests to modify the Contract Time. (2) Contractor will not be entitled to an extension of time for a Weather Delay Day to the extent Contractor is responsible for concurrent delay on that day.
(3) Contractor must take reasonable steps to mitigate the consequences of Weather Delay Days, including prudent workforce management and protecting the Work, Project Site, materials, and equipment.
(D) Non-Excusable Delay. Delay which Contractor could have avoided or mitigated through reasonable care, planning, foresight and diligence is “Non-Excusable Delay.” Contractor is not entitled to an extension of Contract Time or any compensation for NonExcusable Delay, or for Excusable Delay that is concurrent with Non-Excusable Delay.

Non-Excusable Delay includes delay caused by:
(1) weather conditions which are normal for the location of the Project, as determined by reliable records, including monthly rainfall averages, for the preceding ten years;
(2) Contractor’s failure to order equipment and materials sufficiently in advance of the time needed for completion of the Work within the Contract Time; (3) Contractor’s failure to provide adequate notification to utility companies or agencies for connections or services necessary for completion of the Work within the Contract Time;
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(4) foreseeable conditions which Contractor could have ascertained from reasonably diligent inspection of the Project site or review of the Contract Documents or other information provided or available to Contractor; (5) Contractor’s failure, refusal, or financial inability to perform the Work within the Contract Time, including insufficient funds to pay its Subcontractors or suppliers;
(6) performance or non-performance by Contractor’s Subcontractors or suppliers;
(7) the time required to respond to excessive RFIs (see Section 2.5(G)); (8) delayed submission of required submittals, or the time required for correction and resubmission of defective submittals;
(9) time required for repair of, re-testing, or re-inspection of defective Work; (10) enforcement of Laws by City, or outside agencies with jurisdiction over the Work; or
(11) City’s exercise or enforcement of any of its rights or Contractor’s duties pursuant to the Contract Documents, including correction of defective Work, extra inspections or testing due to non-compliance with Contract requirements, safety compliance, environmental compliance, or rejection and return of defective or deficient submittals.
(E) Compensable Delay. Pursuant to Public Contract Code § 7102, in addition to entitlement to an extension of Contract Time, Contractor is entitled to compensation for costs incurred due to delay caused solely by City, when that delay is unreasonable under the circumstances involved and not within the contemplation of the parties (“Compensable Delay”). Contractor is not entitled to an extension of Contract Time or recovery of costs for Compensable Delay that is concurrent with Non-Excusable Delay.

Delay due to causes that are beyond the control of either City or Contractor, including Weather Delay Days, discovery of Historic or Archeological Items pursuant to Section

7.18, or the actions or inactions of third parties or other agencies, is not Compensable Delay, and will only entitle Contractor to an extension of time commensurate with the time lost due to such delay.
(F) Recoverable Costs. Contractor is not entitled to compensation for Excusable Delay unless it is Compensable Delay, as defined above. Contractor is entitled to recover only the actual, direct, reasonable, and substantiated costs (“Recoverable Costs”) for each working day that the Compensable Delay prevents Contractor from proceeding with more than 50% of the critical path Work scheduled for that day, based on the most recent progress schedule accepted by City. Recoverable Costs will not include home office overhead or lost profit.
(G) Request for Extension of Contract Time or Recoverable Costs. A request for an extension of Contract Time or any associated Recoverable Costs must be submitted in writing to City within ten calendar days of the date the delay is first encountered, even if the duration of the delay is not yet known at that time, or any entitlement to the Contract Time extension or to the Recoverable Costs will be deemed waived. In addition to complying with the requirements of this Article 5, the request must be submitted in compliance with the Change Order request procedures in Article 6 below. Strict compliance with these requirements is necessary to ensure that any delay or consequences of delay may be mitigated as soon as possible, and to facilitate cost- Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 27
efficient administration of the Project and timely performance of the Work. Any request for an extension of Contract Time or Recoverable Costs that does not strictly comply with all of the requirements of Article 5 and Article 6 will be deemed waived. (1) Required Contents. The request must include a detailed description of the cause(s) of the delay and must also describe the measures that Contractor has taken to mitigate the delay and/or its effects, including efforts to mitigate the cost impact of the delay, such as by workforce management or by a change in sequencing. If the delay is still ongoing at the time the request is submitted, the request should also include Contractor’s plan for continued mitigation of the delay or its effects.
(2) Delay Days and Costs. The request must specify the number of days of Excusable Delay claimed or provide a realistic estimate if the duration of the delay is not yet known. If Contractor believes it is entitled to Recoverable Costs for Compensable Delay, the request must specify the amount and basis for the Recoverable Costs that are claimed or provide a realistic estimate if the amount is not yet known. Any estimate of delay duration or cost must be updated in writing and submitted with all required supporting documentation as soon as the actual time and cost is known. The maximum extension of Contract Time will be the number of days, if any, by which an Excusable Delay or a Compensable Delay exceeds any concurrent Non-Excusable Delay. Contractor is entitled to an extension of Contract Time, or compensation for Recoverable Costs, only if, and only to the extent that, such delay will unavoidably delay Final Completion. (3) Supporting Documentation. The request must also include any and all supporting documentation necessary to evidence the delay and its actual impacts, including scheduling and cost impacts with a time impact analysis using critical path methodology and demonstrating the unavoidable delay to Final Completion. The time impact analysis must be submitted in a form or format acceptable to City.
(4) Burden of Proof. Contractor has the burden of proving that: the delay was an Excusable or Compensable Delay, as defined above; Contractor has fully complied with its scheduling obligations in Section 5.2, Schedule Requirements; Contractor has made reasonable efforts to mitigate the delay and its schedule and cost impacts; the delay will unavoidably result in delaying Final Completion; and any Recoverable Costs claimed by Contractor were actually incurred and were reasonable under the circumstances.
(5) Legal Compliance. Nothing in this Section 5.3 is intended to require the waiver, alteration, or limitation of the applicability of Public Contract Code § 7102. (6) No Waiver. Any grant of an extension of Contract Time, or compensation for Recoverable Costs due to Compensable Delay, will not operate as a waiver of City’s right to assess liquidated damages for Non-Excusable Delay. (7) Dispute Resolution. In the event of a dispute over entitlement to an extension of Contract Time or compensation for Recoverable Costs, Contractor may not stop Work pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work. Contractor’s sole recourse for an unresolved dispute based on City’s rejection of a Change Order request for an extension of Contract Time or compensation for Recoverable Costs is to comply with the dispute resolution provisions set forth in Article 12 below.

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5.4 Liquidated Damages. It is expressly understood that if Final Completion is not achieved within the Contract Time, City will suffer damages from the delay that are difficult to determine and accurately specify. Pursuant to Public Contract Code § 7203, if Contractor fails to achieve Final Completion within the Contract Time due to Contractor’s NonExcusable Delay, City will charge Contractor in the amount specified in the Contract for each calendar day that Final Completion is delayed beyond the Contract Time, as liquidated damages and not as a penalty. Any waiver of accrued liquidated damages, in whole or in part, is subject to approval of the City Council or its authorized delegee. (A) Liquidated Damages. Liquidated damages will not be assessed for any Excusable or Compensable Delay, as set forth above.
(B) Milestones. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents. (C) Setoff. City is entitled to deduct the amount of liquidated damages assessed against any payments otherwise due to Contractor, including progress payments, Final Payment, or unreleased retention. If there are insufficient Contract funds remaining to cover the full amount of liquidated damages assessed, City is entitled to recover the balance from Contractor or its performance bond surety. (D) Occupancy or Use. Occupancy or use of the Project in whole or in part prior to Final Completion does not constitute City’s acceptance of the Project and will not operate as a waiver of City’s right to assess liquidated damages for Contractor’s Non-Excusable Delay in achieving Final Completion.
(E) Other Remedies. City’s right to liquidated damages under this Section applies only to damages arising from Contractor’s Non-Excusable Delay or failure to complete the Work within the Contract Time. City retains its right to pursue all other remedies under the Contract for other types of damage, including damage to property or persons, costs or diminution in value from defective materials or workmanship, costs to repair or complete the Work, or other liability caused by Contractor.

Article 6 - Contract Modification

6.1 Contract Modification. Subject to the limited exception set forth in subsection (D) below, any change in the Work or the Contract Documents, including the Contract Price or Contract Time, will not be a valid and binding change to the Contract unless it is formalized in a Change Order, including a “no-cost” Change Order or a unilateral Change Order. Changes in the Work pursuant to this Article 6 will not operate to release, limit, or abridge Contractor’s warranty obligations pursuant to Article 11 or any obligations of Contractor’s bond sureties.
(A) City-Directed Changes. City may direct changes in the scope or sequence of Work or the requirements of the Contract Documents, without invalidating the Contract.

Such changes may include Extra Work as set forth in subsection (C) below, or deletion or modification of portions of the Work. Contractor must promptly comply with City-directed changes in the Work in accordance with the original Contract Documents, even if Contractor and City have not yet reached agreement as to adjustments to the Contract Price or Contract Time for the change in the Work or for the Extra Work. Contractor is not entitled to extra compensation for cost savings resulting from “value engineering” pursuant to Public Contract Code § 7101, except to the extent authorized in advance by City in writing, and subject to any applicable procedural requirements for submitting a proposal for value engineering cost savings.

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(B) Disputes. In the event of a dispute over entitlement to or the amount of a change in Contract Time or a change in Contract Price related to a City-directed change in the Work, Contractor must perform the Work as directed and may not delay its Work or cease Work pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work, including the Work in dispute. Likewise, in the event that City and Contractor dispute whether a portion or portions of the Work are already required by the Contract Documents or constitute Extra Work, or otherwise dispute the interpretation of any portion(s) of the Contract Documents, Contractor must perform the Work as directed and may not delay its Work or cease Work pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work, including the Work in dispute, as directed by City. If Contractor refuses to perform the Work in dispute, City may, acting in its sole discretion, elect to delete the Work from the Contract and reduce the Contract Price accordingly, and self-perform the Work or direct that the Work be performed by others. Alternatively, City may elect to terminate the Contract for convenience or for cause. Contractor’s sole recourse for an unresolved dispute related to changes in the Work or performance of any Extra Work is to comply with the dispute resolution provisions set forth in Article 12, below.
(C) Extra Work. City may direct Contractor to perform Extra Work related to the Project. Contractor must promptly perform any Extra Work as directed or authorized by City in accordance with the original Contract Documents, even if Contractor and City have not yet reached agreement on adjustments to the Contract Price or Contract Time for such Extra Work. If Contractor believes it is necessary to perform Extra Work due to changed conditions, Contractor must promptly notify the Engineer in writing, specifically identifying the Extra Work and the reason(s) the Contractor believes it is Extra Work. This notification requirement does not constitute a Change Order request pursuant to Section

6.2, below. Contractor must maintain detailed daily records that itemize the cost of each element of Extra Work, and sufficiently distinguish the direct cost of the Extra Work from the cost of other Work performed. For each day that Contractor performs Extra Work, or Work that Contractor contends is Extra Work, Contractor must submit no later than the following Working Day, a daily report of the Extra Work performed that day and the related costs, together with copies of certified payroll, invoices, and other documentation substantiating the costs (“Extra Work Report”). The Engineer will make any adjustments to Contractor’s Extra Work Report(s) based on the Engineer’s records of the Work. When an Extra Work Report(s) is agreed on and signed by both City and Contractor, the Extra Work Report(s) will become the basis for payment under a duly authorized and signed Change Order. Failure to submit the required documentation by close of business on the next Working Day is deemed a full and complete waiver for any change in the Contract Price or Contract Time for any Extra Work performed that day. (D) Minor Changes and RFIs. Minor field changes, including RFI replies from City, that do not affect the Contract Price or Contract Time and that are approved by the Engineer acting within his or her scope of authority, do not require a Change Order. By executing an RFI reply from City, Contractor agrees that it will perform the Work as clarified therein, with no change to the Contract Price or Contract Time. (E) Remedy for Non-Compliance. Contractor’s failure to promptly comply with a City-directed change is deemed a material breach of the Contract, and in addition to all other remedies available to it, City may, at its sole discretion, hire another contractor or use its own forces to complete the disputed Work at Contractor’s sole expense, and may deduct the cost from the Contract Price.

6.2 Contractor Change Order Requests. Contractor must submit a request or proposal for a change in the Work, compensation for Extra Work, or a change in the Contract Price or Contract Time as a written Change Order request or proposal.

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(A) Time for Submission. Any request for a change in the Contract Price or the Contract Time must be submitted in writing to the Engineer within ten calendar days of the date that Contractor first encounters the circumstances, information or conditions giving rise to the Change Order request, even if the total amount of the requested change in the Contract Price or impact on the Contract Time is not yet known at that time. If City requests that Contractor propose the terms of a Change Order, unless otherwise specified in City’s request, Contractor must provide the Engineer with a written proposal for the change in the Contract Price or Contract Time within five working days of receiving City’s request, in a form satisfactory to the Engineer. (B) Required Contents. Any Change Order request or proposal submitted by Contractor must include a complete breakdown of actual or estimated costs and credits, and must itemize labor, materials, equipment, taxes, insurance, subcontract amounts, and, if applicable, Extra Work Reports. Any estimated cost must be updated in writing as soon as the actual amount is known.
(C) Required Documentation. All claimed costs must be fully documented, and any related request for an extension of time or delay-related costs must be included at that time and in compliance with the requirements of Article 5 of the General Conditions.

Upon request, Contractor must permit City to inspect its original and unaltered bidding records, subcontract agreements, subcontract change orders, purchase orders, invoices, or receipts associated with the claimed costs.
(D) Required Form. Contractor must use City’s form(s) for submitting all Change Order requests or proposals, unless otherwise specified by City. (E) Certification. All Change Order requests must be signed by Contractor and must include the following certification:
“The undersigned Contractor certifies under penalty of perjury that its statements and representations in this Change Order request are true and correct. Contractor warrants that this Change Order request is comprehensive and complete as to the Work or changes referenced herein, and agrees that any known or foreseeable costs, expenses, or time extension requests not included herein, are deemed waived.”

6.3 Adjustments to Contract Price. The amount of any increase or decrease in the Contract Price will be determined based on one of the following methods listed below, in the order listed with unit pricing taking precedence over the other methods. Markup applies only to City-authorized time and material Work, and does not apply to any other payments to Contractor. For Work items or components that are deleted in their entirety, Contractor will only be entitled to compensation for those direct, actual, and documented costs (including restocking fees), reasonably incurred before Contractor was notified of the City’s intent to delete the Work, with no markup for overhead, profit, or other indirect costs.
(A) Unit Pricing. Amounts previously provided by Contractor in the form of unit prices, either in a bid schedule or in a post-award schedule of values pursuant to Section

8.1, Schedule of Values, will apply to determine the price for the affected Work, to the extent applicable unit prices have been provided for that type of Work. No additional markup for overhead, profit, or other indirect costs will be added to the calculation. (B) Lump Sum. A mutually agreed upon, all-inclusive lump sum price for the affected Work with no additional markup for overhead, profit, or other indirect costs.

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(C) Time and Materials. On a time and materials basis, if and only to the extent compensation on a time and materials basis is expressly authorized by City in advance of Contractor’s performance of the Work and subject to any not-to-exceed limit. Time and materials compensation for increased costs or Extra Work (but not decreased costs or deleted Work), will include allowed markup for overhead, profit, and other indirect costs, calculated as the total of the following sums, the cumulative total of which may not exceed the maximum markup rate of 15%:
(1) All direct labor costs provided by the Contractor, excluding superintendence, project management, or administrative costs, plus 15% markup; (2) All direct material costs provided by the Contractor, including sales tax, plus 15% markup;
(3) All direct plant and equipment rental costs provided by the Contractor, plus 15% markup;
(4) All direct additional subcontract costs plus 10% markup for Work performed by Subcontractors; and
(5) Increased bond or insurance premium costs computed at 1.5% of total of the previous four sums.

6.4 Unilateral Change Order. If the parties dispute the terms of a proposed Change Order, including disputes over the amount of compensation or extension of time that Contractor has requested, the value of deleted or changed Work, what constitutes Extra Work, or quantities used, City may elect to issue a unilateral Change Order, directing performance of the Work, and authorizing a change in the Contract Price or Contract Time for the adjustment to compensation or time that the City believes is merited. Contractor’s sole recourse to dispute the terms of a unilateral Change Order is to submit a timely Claim pursuant to Article 12, below.

6.5 Non-Compliance Deemed Waiver. Contractor waives its entitlement to any increase in the Contract Price or Contract Time if Contractor fails to fully comply with the provisions of this Article. Contractor will not be paid for unauthorized Extra Work.

Article 7 - General Construction Provisions

7.1 Permits, Fees, Business License, and Taxes.
(A) Permits, Fees, and City Business License. Contractor must obtain and pay for all permits, fees, or licenses required to perform the Work, including a City business license. Contractor must cooperate with and provide notifications to all government agencies with jurisdiction over the Project, as may be required. Contractor must provide City with copies of all records of permits and permit applications, payment of required fees, and any licenses required for the Work.
(B) Taxes. Contractor must pay for all taxes on labor, material and equipment, except Federal Excise Tax to the extent that City is exempt from Federal Excise Tax.

7.2 Temporary Facilities. Contractor must provide, at Contractor’s sole expense, any and all temporary facilities for the Project, including an onsite staging area for materials and equipment, a field office, sanitary facilities, utilities, storage, scaffolds, barricades, walkways, and any other temporary structure required to safely perform the Work along with any incidental utility services. The location of all temporary facilities must be Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 32
approved by the City prior to installation. Temporary facilities must be safe and adequate for the intended use and installed and maintained in accordance with Laws and the Contract Documents. Contractor must fence and screen the Project site and, if applicable, any separate Worksites, including the staging area, and its operation must minimize inconvenience to neighboring properties. Additional provisions pertaining to temporary facilities may be included in the Specifications or Special Conditions. (A) Utilities. Contractor must install and maintain the power, water, sewer and all other utilities required for the Project site, including the piping, wiring, internet and wifi connections, and any related equipment necessary to maintain the temporary facilities. (B) Removal and Repair. Contractor must promptly remove all such temporary facilities when they are no longer needed or upon completion of the Work, whichever comes first. Contractor must promptly repair any damage to City’s property or to other property caused by the installation, use, or removal of the temporary facilities, and must promptly restore the property to its original or intended condition.

7.3 Noninterference and Site Management. Contractor must avoid interfering with City’s use of its property at or adjacent to the Project site, including use of roadways, entrances, parking areas, walkways, and structures. Contractor must also minimize disruption of access to private property in the Project vicinity. Contractor must coordinate with affected property owners, tenants, and businesses, and maintain some vehicle and pedestrian access to their residences or properties at all times. Temporary access ramps, fencing or other measures must be provided as needed. Before blocking access to a private driveway or parking lot, Contractor must provide effective notice to the affected parties at least 48 hours in advance of the pending closure and allow them to remove vehicles.

Private driveways, residences and parking lots must have access to a roadway during non-Work hours.
(A) Offsite Acquisition. Unless otherwise provided by City, Contractor must acquire, use and dispose of, at its sole expense, any Worksites, licenses, easements, and temporary facilities necessary to access and perform the Work. (B) Offsite Staging Area and Field Office. If additional space beyond the Project site is needed, such as for the staging area or the field office, Contractor may need to make arrangements with the nearby property owner(s) to secure the space. Before using or occupying any property owned by a third party, Contractor must provide City with a copy of the necessary license agreement, easement, or other written authorization from the property owner, together with a written release from the property owner holding City harmless from any related liability, in a form acceptable to the City Attorney. (C) Traffic Management. Contractor must provide traffic management and traffic controls as specified in the Contract Documents, as required by Laws, and as otherwise required to ensure public and worker safety, and to avoid interference with public or private operations or the normal flow of vehicular, bicycle, or pedestrian traffic.

7.4 Signs. No signs may be displayed on or about City’s property, except signage which is required by Laws or by the Contract Documents, without City’s prior written approval as to size, design, and location.

7.5 Project Site and Nearby Property Protections.
(A) General. Contractor is responsible at all times, on a 24-hour basis and at its sole cost, for protecting the Work, the Project site, and the materials and equipment to be incorporated into the Work, until the City has accepted the Project, excluding any exceptions to acceptance, if any. Except as specifically authorized by City, Contractor Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 33
must confine its operations to the area of the Project site indicated in the Plans and Specifications. Contractor is liable for any damage caused by Contractor or its Subcontractors to the Work, City’s property, the property of adjacent or nearby property owners and the work or personal property of other contractors working for City, including damage related to Contractor’s failure to adequately secure the Work or any Worksite. (1) Subject to City’s approval, Contractor will provide and install safeguards to protect the Work; any Worksite, including the Project site; City’s real or personal property and the real or personal property of adjacent or nearby property owners, including plant and tree protections.
(2) City wastewater systems may not be interrupted. If the Work disrupts existing sewer facilities, Contractor must immediately notify City and establish a plan, subject to City’s approval, to convey the sewage in closed conduits back into the sanitary sewer system. Sewage must not be permitted to flow in trenches or be covered by backfill.
(3) Contractor must remove with due care, and store at City’s request, any objects or material from the Project site that City will salvage or reuse at another location.
(4) If directed by Engineer, Contractor must promptly repair or replace any property damage, as specified by the Engineer. However, acting in its sole discretion, City may elect to have the property damage remedied otherwise, and may deduct the cost to repair or replace the damaged property from payment otherwise due to Contractor.
(5) Contractor will not permit any structure or infrastructure to be loaded in a manner that will damage or endanger the integrity of the structure or infrastructure.
(B) Securing Project Site. After completion of Work each day, Contractor must secure the Project site and, to the extent feasible, make the area reasonably accessible to the public unless City approves otherwise. All excess materials and equipment not protected by approved traffic control devices must be relocated to the staging area or demobilized. Trench spoils must be hauled off the Project site daily and open excavations must be protected with steel plates. Contractor and Subcontractor personnel may not occupy or use the Project site for any purpose during non-Work hours, except as may be provided in the Contract Documents or pursuant to prior written authorization from City. (C) Unforeseen Conditions. If Contractor encounters facilities, utilities, or other unknown conditions not shown on or reasonably inferable from the Plans or apparent from inspection of the Project site, Contractor must immediately notify the City and promptly submit a Request for Information to obtain further directions from the Engineer.

Contractor must avoid taking any action which could cause damage to the facilities or utilities pending further direction from the Engineer. The Engineer’s written response will be final and binding on Contractor. If the Engineer’s subsequent direction to Contractor affects Contractor’s cost or time to perform the Work, Contractor may submit a Change Order request as set forth in Article 6 above.
(D) Support; Adjacent Properties. Contractor must provide, install, and maintain all shoring, bracing, and underpinning necessary to provide support to City’s property and adjacent properties and improvements thereon. Contractor must provide notifications to adjacent property owners as may be required by Laws. See also, Section 7.15, Trenching of Five Feet or More.

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(E) Notification of Property Damage. Contractor must immediately notify the City of damage to any real or personal property resulting from Work on the Project. Contractor must immediately provide a written report to City of any such property damage in excess of $500 (based on estimated cost to repair or replace) within 24 hours of the occurrence.

The written report must include: (1) the location and nature of the damage, and the owner of the property, if known; (2) the name and address of each employee of Contractor or any Subcontractor involved in the damage; (3) a detailed description of the incident, including precise location, time, and names and contact information for known witnesses; and (4) a police or first responder report, if applicable. If Contractor is required to file an accident report with another government agency, Contractor will provide a copy of the report to City.

7.6 Materials and Equipment.
(A) General. Unless otherwise specified, all materials and equipment required for the Work must be new, free from defects, and of the best grade for the intended purpose, and furnished in sufficient quantities to ensure the proper and expeditious performance of the Work. Contractor must employ measures to preserve the specified quality and fitness of the materials and equipment. Unless otherwise specified, all materials and equipment required for the Work are deemed to include all components required for complete installation and intended operation and must be installed in accordance with the manufacturer’s recommendations or instructions. Contractor is responsible for all shipping, handling, and storage costs associated with the materials and equipment required for the Work. Contractor is responsible for providing security and protecting the Work and all of the required materials, supplies, tools and equipment at Contractor’s sole cost until City has formally accepted the Project as set forth in Section 11.1, Final Completion. Contractor will not assign, sell, mortgage, or hypothecate any materials or equipment for the Project, or remove any materials or equipment that have been installed or delivered.
(B) City-Provided. If the Work includes installation of materials or equipment to be provided by City, Contractor is solely responsible for the proper examination, handling, storage, and installation in accordance with the Contract Documents. Contractor must notify City of any defects discovered in City-provided materials or equipment, sufficiently in advance of scheduled use or installation to afford adequate time to procure replacement materials or equipment as needed. Contractor is solely responsible for any loss of or damage to such items which occurs while the items are in Contractor’s custody and control, the cost of which may be offset from the Contract Price and deducted from any payment(s) due to Contractor.
(C) Intellectual Property Rights. Contractor must, at its sole expense, obtain any authorization or license required for use of patented or copyright-protected materials, equipment, devices or processes that are incorporated into the Work. Contractor’s indemnity obligations in Article 4 apply to any claimed violation of intellectual property rights in violation of this provision.

7.7 Substitutions.
(A) “Or Equal.” Any Specification designating a material, product, or thing (collectively, “item”) or service by specific brand or trade name, followed by the words “or equal,” is intended only to indicate the quality and type of item or service desired, and Contractor may request use of any equal item or service. Unless otherwise stated in the Specifications, any reference to a specific brand or trade name for an item or service that is used solely for the purpose of describing the type of item or service desired, will be deemed to be followed by the words “or equal.” A substitution will only be approved if it is a true “equal” item or service in every aspect of design, function, and quality, as Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 35
determined by City, including dimensions, weight, maintenance requirements, durability, fit with other elements, and schedule impacts.
(B) Request for Substitution. A post-award request for substitution of an item or service must be submitted in writing to the Engineer for approval in advance, within the applicable time period provided in the Contract Documents. If no time period is specified, the substitution request may be submitted any time within 35 days after the date of award of the Contract, or sufficiently in advance of the time needed to avoid delay of the Work, whichever is earlier.
(C) Substantiation. Any available data substantiating the proposed substitute as an equal item or service must be submitted with the written request for substitution.

Contractor’s failure to timely provide all necessary substantiation, including any required test results as soon as they are available, is grounds for rejection of the proposed substitution, without further review.
(D) Burden of Proving Equality. Contractor has the burden of proving the equality of the proposed substitution at Contractor’s sole cost. City has sole discretion to determine whether a proposed substitution is equal, and City’s determination is final.

(E) Approval or Rejection. If the proposed substitution is approved, Contractor is solely responsible for any additional costs or time associated with the substituted item or service. If the proposed substitution is rejected, Contractor must, without delay, install the item or use the service as specified by City.
(F) Contractor’s Obligations. City’s approval of a proposed substitution will not relieve Contractor from any of its obligations under the Contract Documents. In the event Contractor makes an unauthorized substitution, Contractor will be solely responsible for all resulting cost impacts, including the cost of removal and replacement and the impact to other design elements.

7.8 Testing and Inspection.
(A) General. All materials, equipment, and workmanship used in the Work are subject to inspection and testing by City at all times and locations during construction and/or fabrication and at any Worksite, including at shops and yards as well as at the Project site. All manufacturers’ application or installation instructions must be provided to the Inspector at least ten days prior to the first such application or installation. Contractor must, at all times, make the Work available for testing or inspection. Neither City’s inspection or testing of Work, nor its failure to do so, operate to waive or limit Contractor’s duty to complete the Work in accordance with the Contract Documents. (B) Scheduling and Notification. Contractor must cooperate with City in coordinating the inspections and testing. Contractor must submit samples of materials, at Contractor’s expense, and schedule all tests required by the Contract Documents in time to avoid any delay to the progress of the Work. Contractor must notify the Engineer no later than noon of the Working Day before any inspection or testing and must provide timely notice to the other necessary parties as specified in the Contract Documents. If Contractor schedules an inspection or test beyond regular Work hours, or on a Saturday, Sunday, or recognized City holiday, Contractor must notify the Engineer at least two Working Days in advance for approval. If approved, Contractor must reimburse City for the cost of the overtime inspection or testing. Such costs, including the City’s hourly costs for required personnel, may be deducted from payments otherwise due to Contractor.

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(C) Responsibility for Costs. City will bear the initial cost of inspection and testing to be performed by independent testing consultants retained by City, subject to the following exceptions:
(1) Contractor will be responsible for the costs of any subsequent tests which are required to substantiate compliance with the Contract Documents, and any associated remediation costs.
(2) Contractor will be responsible for inspection costs, at City’s hourly rates, for inspection time lost because the Work is not ready or Contractor fails to appear for a scheduled inspection.
(3) If any portion of the Work that is subject to inspection or testing is covered or concealed by Contractor prior to the inspection or testing, Contractor will bear the cost of making that portion of the Work available for the inspection or testing required by the Contract Documents, and any associated repair or remediation costs.
(4) Contractor is responsible for properly shoring all compaction test sites deeper than five feet below grade, as required under Section 7.15 below. (5) Any Work or material that is defective or fails to comply with the requirements of the Contract Documents must be promptly repaired, removed, replaced, or corrected by Contractor, at Contractor’s sole expense, even if that Work or material was previously inspected or included in a progress payment. (D) Contractor’s Obligations. Contractor is solely responsible for any delay occasioned by remediation of defective or noncompliant Work or material. Inspection of the Work does not in any way relieve Contractor of its obligations to perform the Work as specified. Any Work done without the required inspection(s) will also be subject to rejection by City.
(E) Distant Locations. If required off-site testing or inspection must be conducted at a location more than 100 miles from the Project site, Contractor is solely responsible for the additional travel costs required for testing and/or inspection at such locations. (F) Final Inspection. The provisions of this Section 7.8 also apply to final inspection under Article 11, Completion and Warranty Provisions.

7.9 Project Site Conditions and Maintenance. Contractor must at all times, on a 24-hour basis and at its sole cost, maintain the Project site and staging and storage areas in clean, neat, and sanitary condition and in compliance with all Laws pertaining to safety, air quality, and dust control. Adequate toilets must be provided, and properly maintained and serviced for all workers on the Project site, located in a suitably secluded area, subject to City’s prior approval. Contractor must also, on a daily basis and at its sole cost, remove and properly dispose of the debris and waste materials from the Project site. (A) Air Emissions Control. Contractor must not discharge smoke or other air contaminants into the atmosphere in violation of any Laws. (B) Dust and Debris. Contractor must minimize and confine dust and debris resulting from the Work. Contractor must abate dust nuisance by cleaning, sweeping, and immediately sprinkling with water excavated areas of dirt or other materials prone to cause dust, and within one hour after the Engineer notifies Contractor that an airborne nuisance exists. The Engineer may direct that Contractor provide an approved waterspraying truck for this purpose. If water is used for dust control, Contractor will only use Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 37
the minimum necessary. Contractor must take all necessary steps to keep waste water out of streets, gutters, or storm drains. See Section 7.19, Environmental Control. If City determines that the dust control is not adequate, City may have the work done by others and deduct the cost from the Contract Price. Contractor will immediately remove any excess excavated material from the Project site and any dirt deposited on public streets. (C) Clean up. Before discontinuing Work in an area, Contractor must clean the area and remove all debris and waste along with the construction equipment, tools, machinery, and surplus materials.
(1) Except as otherwise specified, all excess Project materials, and the materials removed from existing improvements on the Project site with no salvage value or intended reuse by City, will be Contractor’s property.
(2) Hauling trucks and other vehicles leaving the Project site must be cleaned of exterior mud or dirt before traveling on City streets. Materials and loose debris must be delivered and loaded to prevent dropping materials or debris. Contractor must immediately remove spillage from hauling on any publicly traveled way.

Streets affected by Work on the Project must be kept clean by street sweeping. (D) Disposal. Contractor must dispose of all Project debris and waste materials in a safe and legal manner. Contractor may not burn or bury waste materials on the Project site. Contractor will not allow any dirt, refuse, excavated material, surplus concrete or mortar, or any associated washings, to be disposed of onto streets, into manholes or into the storm drain system.
(E) Completion. At the completion of the Work, Contractor must remove from the Project site all of its equipment, tools, surplus materials, waste materials and debris, presenting a clean and neat appearance. Before demobilizing from the Project site, Contractor must ensure that all surfaces are cleaned, sealed, waxed, or finished as applicable, and that all marks, stains, paint splatters, and the like have been properly removed from the completed Work and the surrounding areas. Contractor must ensure that all parts of the construction are properly joined with the previously existing and adjacent improvements and conditions. Contractor must provide all cutting, fitting and patching needed to accomplish that requirement. Contractor must also repair or replace all existing improvements that are damaged or removed during the Work, both on and off the Project site, including curbs, sidewalks, driveways, fences, signs, utilities, street surfaces and structures. Repairs and replacements must be at least equal to the previously existing improvements, and the condition, finish and dimensions must match the previously existing improvements. Contractor must restore to original condition all property or items that are not designated for alteration under the Contract Documents and leave each Worksite clean and ready for occupancy or use by City. (F) Non-Compliance. If Contractor fails to comply with its maintenance and cleanup obligations or any City clean up order, City may, acting in its sole discretion, elect to suspend the Work until the condition(s) is corrected with no increase in the Contract Time or Contract Price, or undertake appropriate cleanup measures without further notice and deduct the cost from any amounts due or to become due to Contractor.

7.10 Instructions and Manuals. Contractor must provide to City three copies each of all instructions and manuals required by the Contract Documents, unless otherwise specified. These must be complete as to drawings, details, parts lists, performance data, and other information that may be required for City to easily maintain and service the materials and equipment installed for this Project.

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(A) Submittal Requirements. All manufacturers’ application or installation instructions must be provided to City at least ten days prior to the first such application.

The instructions and manuals, along with any required guarantees, must be delivered to City for review.
(B) Training. Contractor or its Subcontractors must train City’s personnel in the operation and maintenance of any complex equipment or systems as a condition precedent to Final Completion, if required in the Contract Documents.

7.11 As-built Drawings. Contractor and its Subcontractors must prepare and maintain at the Project site a detailed, complete and accurate as-built set of the Plans which will be used solely for the purpose of recording changes made in any portion of the original Plans in order to create accurate record drawings at the end of the Project. (A) Duty to Update. The as-built drawings must be updated as changes occur, on a daily basis if necessary. City may withhold the estimated cost for City to have the as-built drawings prepared from payments otherwise due to Contractor, until the as-built drawings are brought up to date to the satisfaction of City. Actual locations to scale must be identified on the as-built drawings for all runs of mechanical and electrical work, including all site utilities installed underground, in walls, floors, or otherwise concealed. Deviations from the original Plans must be shown in detail. The exact location of all main runs, whether piping, conduit, ductwork or drain lines, must be shown by dimension and elevation. The location of all buried pipelines, appurtenances, or other improvements must be represented by coordinates and by the horizontal distance from visible aboveground improvements. (B) Final Completion. Contractor must verify that all changes in the Work are depicted in the as-built drawings and must deliver the complete set of as-built drawings to the Engineer for review and acceptance as a condition precedent to Final Completion and Final Payment.

7.12 Existing Utilities.
(A) General. The Work may be performed in developed, urban areas with existing utilities, both above and below ground, including utilities identified in the Contract Documents or in other informational documents or records. Contractor must take due care to locate identified or reasonably identifiable utilities before proceeding with trenching, excavation, or any other activity that could damage or disrupt existing utilities.

This may include excavation with small equipment, potholing, or hand excavation, and, if practical, using white paint or other suitable markings to delineate the area to be excavated. Except as otherwise provided herein, Contractor will be responsible for costs resulting from damage to identified or reasonably identifiable utilities due to Contractor’s negligence or failure to comply with the Contract Documents, including the requirements in this Article 7.
(B) Unidentified Utilities. Pursuant to Government Code § 4215, if, during the performance of the Work, Contractor discovers utility facilities not identified by City in the Contract Documents, Contractor must immediately provide written notice to City and the utility. City assumes responsibility for the timely removal, relocation, or protection of existing main or trunkline utility facilities located on the Project site if those utilities are not identified in the Contract Documents. Contractor will be compensated in accordance with the provisions of the Contract Documents for the costs of locating, repairing damage not due to Contractor’s failure to exercise reasonable care, and removing or relocating utility facilities not indicated in the Plans or Specifications with reasonable accuracy, and for equipment on the Project necessarily idled during such work. Contractor will not be Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 39
assessed liquidated damages for delay in completion of the Work, to the extent the delay was caused by City’s failure to provide for removal or relocation of the utility facilities.

7.13 Notice of Excavation. Contractor must comply with all applicable requirements in Government Code §§ 4216 through 4216.5, which are incorporated by reference herein.

Government Code § 4216.2 requires that, except in an emergency, Contractor must contact the appropriate regional notification center, or Underground Services Alert, at least two working days, but not more than 14 calendar days, before starting any excavation if the excavation will be conducted in an area that is known, or reasonably should be known, to contain subsurface installations. Contractor may not begin excavation until it has obtained and submitted to Engineer an inquiry identification number from Underground Services Alert.

7.14 Trenching and Excavations of Four Feet or More. As required by Public Contract Code § 7104, if the Work includes digging trenches or other excavations that extend deeper than four feet below the surface, the provisions in this Section apply to the Work and the Project.
(A) Duty to Notify. Contractor must promptly, and before the following conditions are disturbed, provide written notice to City if Contractor finds any of the following conditions:
(1) Material that Contractor believes may be a hazardous waste, as defined in § 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with the provisions of existing Laws;
(2) Subsurface or latent physical conditions at the Project site differing from those indicated by information about the Project site made available to bidders prior to the deadline for submitting bids; or
(3) Unknown physical conditions at the Project site of any unusual nature, materially different from those ordinarily encountered and generally recognized as inherent in work of the character required by the Contract Documents. (B) City Investigation. City will promptly investigate the conditions and if City finds that the conditions materially differ from those indicated, apparent, or reasonably inferred from information about the Project site made available to bidders, or involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, City will issue a Change Order. (C) Disputes. In the event that a dispute arises between City and Contractor regarding any of the conditions specified in subsection (B) above, or the terms of a Change Order issued by City, Contractor will not be excused from completing the Work within the Contract Time, but must proceed with all Work to be performed under the Contract. Contractor will retain any and all rights provided either by the Contract or by Laws which pertain to the resolution of disputes between Contractor and City.

7.15 Trenching of Five Feet or More. As required by Labor Code § 6705, if the Contract Price exceeds $25,000 and the Work includes the excavation of any trench or trenches of five feet or more in depth, a detailed plan must be submitted to City for acceptance in advance of the excavation. The detailed plan must show the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation. If the plan varies from the shoring system standards, it must be prepared by a California registered civil or structural engineer. Use of a shoring, Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 40
sloping, or protective system less effective than that required by the Construction Safety Orders is prohibited.

7.16 New Utility Connections. Except as otherwise specified, City will pay connection charges and meter costs for new permanent utilities required by the Contract Documents, if any. Contractor must notify City sufficiently in advance of the time needed to request service from each utility provider so that connections and services are initiated in accordance with the Project schedule.

7.17 Lines and Grades. Contractor is required to use any benchmark provided by the Engineer. Unless otherwise specified in the Contract Documents, Contractor must provide all lines and grades required to execute the Work. Contractor must also provide, preserve, and replace if necessary, all construction stakes required for the Project. All stakes or marks must be set by a California licensed surveyor or a California registered civil engineer. Contractor must notify the Engineer of any discrepancies found between Contractor’s staking and grading and information provided by the Contract Documents.

Upon completion, all Work must conform to the lines, elevations, and grades shown in the Plans, including any changes directed by a Change Order.

7.18 Historic or Archeological Items.
(A) Contractor’s Obligations. Contractor must ensure that all persons performing Work at the Project site are required to immediately notify the Project Manager, upon discovery of any potential historic or archeological items, including historic or prehistoric ruins, a burial ground, archaeological or vertebrate paleontological site, including fossilized footprints or other archeological, paleontological or historical feature on the Project site (collectively, “Historic or Archeological Items”). (B) Discovery; Cessation of Work. Upon discovery of any potential Historic or Archeological Items, Work must be stopped within an 85-foot radius of the find and may not resume until authorized in writing by City. If required by City, Contractor must assist in protecting or recovering the Historic or Archeological Items, with any such assistance to be compensated as Extra Work on a time and materials basis under Article 6, Contract Modification. At City’s discretion, a suspension of Work required due to discovery of Historic or Archeological Items may be treated as Excusable Delay pursuant to Article 5, or as a suspension for convenience under Article 13.

7.19 Environmental Control. Contractor must not pollute any drainage course or its tributary inlets with fuels, oils, bitumens, acids, insecticides, herbicides or other harmful materials.

Contractor must prevent the release of any hazardous material or hazardous waste into the soil or groundwater, and prevent the unlawful discharge of pollutants into City’s storm drain system and watercourses as required below. Contractor and its Subcontractors must at all times in the performance of the Work comply with all Laws concerning pollution of waterways.
(A) Stormwater Permit. Contractor must comply with all applicable conditions of the State Water Resources Control Board National Pollutant Discharge Elimination System General Permit for Waste Discharge Requirements for Discharges of Stormwater Runoff Associated with Construction Activity (“Stormwater Permit”). (B) Contractor’s Obligations. If required for the Work, a copy of the Stormwater Permit is on file in City’s principal administrative offices, and Contractor must comply with it without adjustment of the Contract Price or the Contract Time. Contractor must timely and completely submit required reports and monitoring information required by the conditions of the Stormwater Permit. Contractor also must comply with all other Laws Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 41
governing discharge of stormwater, including applicable municipal stormwater management programs.

7.20 Noise Control. Contractor must comply with all applicable noise control Laws. Noise control requirements apply to all equipment used for the Work or related to the Work, including trucks, transit mixers or transient equipment that may or may not be owned by Contractor.

7.21 Mined Materials. Pursuant to the Surface Mining and Reclamation Act of 1975, Public Resources Code § 2710 et seq., any purchase of mined materials, such as construction aggregate, sand, gravel, crushed stone, road base, fill materials, and any other mineral materials must originate from a surface mining operation included on the AB 3098 List, which is available online at:
ftp://ftp.consrv.ca.gov/pub/omr/AB3098%20List/AB3908List.pdf.

Article 8 - Payment

8.1 Schedule of Values. Prior to submitting its first application for payment, Contractor must prepare and submit to the Project Manager a schedule of values apportioned to the various divisions and phases of the Work, including mobilization and demobilization. If a Bid Schedule was submitted with Contractor’s bid, the amounts in the schedule of values must be consistent with the Bid Schedule. Each line item contained in the schedule of values must be assigned a value such that the total of all items equals the Contract Price.

The items must be sufficiently detailed to enable accurate evaluation of the percentage of completion claimed in each application for payment, and the assigned value consistent with any itemized or unit pricing submitted with Contractor’s bid. (A) Measurements for Unit Price Work. Materials and items of Work to be paid for on the basis of unit pricing will be measured according to the methods specified in the Contract Documents.
(B) Deleted or Reduced Work. Contractor will not be compensated for Work that City has deleted or reduced in scope, except for any labor, material or equipment costs for such Work that Contractor reasonably incurred before Contractor learned that the Work could be deleted or reduced. Contractor will only be compensated for those actual, direct and documented costs incurred, and will not be entitled to any mark up for overhead or lost profits.

8.2 Progress Payments. Following the last day of each month, or as otherwise required by the Special Conditions or Specifications, Contractor will submit to the Project Manager a monthly application for payment for Work performed during the preceding month based on the estimated value of the Work performed during that preceding month. (A) Application for Payment. Each application for payment must be itemized to include labor, materials, and equipment incorporated into the Work, and materials and equipment delivered to the Project site, as well as authorized and approved Change Orders. Each payment application must be supported by the unit prices submitted with Contractor’s Bid Schedule and/or schedule of values and any other substantiating data required by the Contract Documents.
(B) Payment of Undisputed Amounts. City will pay the undisputed amount due within 30 days after Contractor has submitted a complete and accurate payment application, subject to Public Contract Code § 20104.50. City will deduct a percentage from each progress payment as retention, as set forth in Section 8.5, below, and may withhold additional amounts as set forth in Section 8.3, below.

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8.3 Adjustment of Payment Application. City may adjust or reject the amount requested in a payment application, including application for Final Payment, in whole or in part, if the amount requested is disputed or unsubstantiated. Contractor will be notified in writing of the basis for the modification to the amount requested. City may also deduct or withhold from payment otherwise due based upon any of the circumstances and amounts listed below. Sums withheld from payment otherwise due will be released when the basis for that withholding has been remedied and no longer exists. (A) For Contractor’s unexcused failure to perform the Work as required by the Contract Documents, including correction or completion of punch list items, City may withhold or deduct an amount based on the City’s estimated cost to correct or complete the Work.
(B) For loss or damage caused by Contractor or its Subcontractors arising out of or relating to performance of the Work or any failure to protect the Project site, City may deduct an amount based on the estimated cost to repair or replace. (C) For Contractor’s failure to pay its Subcontractors and suppliers when payment is due, City may withhold an amount equal to the total of past due payments and may opt to pay that amount separately via joint check pursuant to Section 8.6(B), Joint Checks. (D) For Contractor’s failure to timely correct rejected, nonconforming, or defective Work, City may withhold or deduct an amount based on the City’s estimated cost to correct or complete the Work.
(E) For any unreleased stop notice, City may withhold 125% of the amount claimed. (F) For Contractor’s failure to submit any required schedule or schedule update in the manner and within the time specified in the Contract Documents, City may withhold an amount equal to five percent of the total amount requested until Contractor complies with its schedule submittal obligations.
(G) For Contractor’s failure to maintain or submit as-built documents in the manner and within the time specified in the Contract Documents, City may withhold or deduct an amount based on the City’s cost to prepare the as-builts. (H) For Work performed without Shop Drawings that have been accepted by City, when accepted Shop Drawings are required before proceeding with the Work, City may deduct an amount based on the estimated cost to correct unsatisfactory Work or diminution in value.
(I) For fines, payments, or penalties assessed under the Labor Code, City may deduct from payments due to Contractor as required by Laws and as directed by the Division of Labor Standards Enforcement.
(J) For any other costs or charges that may be withheld or deducted from payments to Contractor, as provided in the Contract Documents, including liquidated damages, City may withhold or deduct such amounts from payment otherwise due to Contractor.

8.4 Early Occupancy. Neither City’s payment of progress payments nor its partial or full use or occupancy of the Project constitutes acceptance of any part of the Work.

8.5 Retention. City will retain five percent of the full amount due on each progress payment (i.e., the amount due before any withholding or deductions pursuant to Section 8.3, Adjustment of Payment Application), or the percentage stated in the Notice Inviting Bids, whichever is greater, as retention to ensure full and satisfactory performance of the Work.

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Contractor is not entitled to any reduction in the rate of withholding at any time, nor to release of any retention before 35 days following City’s acceptance of the Project. (A) Substitution of Securities. As provided by Public Contract Code § 22300, Contractor may request in writing that it be allowed, at its sole expense, to substitute securities for the retention withheld by City. Any escrow agreement entered into pursuant to this provision must fully comply with Public Contract Code § 22300 and will be subject to approval as to form by City’s legal counsel. If City exercises its right to draw upon such securities in the event of default pursuant to section (7) of the statutory Escrow Agreement for Security Deposits in Lieu of Retention, pursuant to subdivision (f) of Public Contract Code § 22300 (“Escrow Agreement”), and if Contractor disputes that it is in default, its sole remedy is to comply with the dispute resolution procedures in Article 12 and the provisions therein. It is agreed that for purposes of this paragraph, an event of default includes City’s rights pursuant to these Contract Documents to withhold or deduct sums from retention, including withholding or deduction for liquidated damages, incomplete or defective Work, stop payment notices, or backcharges. It is further agreed that if any individual authorized to give or receive written notice on behalf of a party pursuant to section (10) of the Escrow Agreement are unavailable to give or receive notice on behalf of that party due to separation from employment, retirement, death, or other circumstances, the successor or delegee of the named individual is deemed to be the individual authorized to give or receive notice pursuant to section (10) of the Escrow Agreement.
(B) Release of Undisputed Retention. All undisputed retention, less any amounts that may be assessed as liquidated damages, retained for stop notices, or otherwise withheld pursuant to Section 8.3, Adjustment of Payment Application, will be released as Final Payment to Contractor no sooner than 35 days following recordation of the notice of completion, and no later than 60 days following acceptance of the Project by City’s governing body or authorized designee pursuant to Section 11.1(C), Acceptance, or, if the Project has not been accepted, no later than 60 days after the Project is otherwise considered complete pursuant to Public Contract Code § 7107(c).

8.6 Payment to Subcontractors and Suppliers. Each month, Contractor must promptly pay each Subcontractor and supplier the value of the portion of labor, materials, and equipment incorporated into the Work or delivered to the Project site by the Subcontractor or supplier during the preceding month. Such payments must be made in accordance with the requirements of Laws pertaining to such payments, and those of the Contract Documents and applicable subcontract or supplier contract. (A) Withholding for Stop Notice. Pursuant to Civil Code § 9358, City will withhold 125% of the amount claimed by an unreleased stop notice, a portion of which may be retained by City for the costs incurred in handling the stop notice claim, including attorneys’ fees and costs, as authorized by law.
(B) Joint Checks. City reserves the right, acting in its sole discretion, to issue joint checks made payable to Contractor and a Subcontractor or supplier, if City determines this is necessary to ensure fair and timely payment for a Subcontractor or supplier who has provided services or goods for the Project. As a condition to release of payment by a joint check, the joint check payees may be required to execute a joint check agreement in a form provided or approved by the City Attorney’s Office. The joint check payees will be jointly and severally responsible for the allocation and disbursement of funds paid by joint check. Payment by joint check will not be construed to create a contractual relationship between City and a Subcontractor or supplier of any tier beyond the scope of the joint check agreement.

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8.7 Final Payment. Contractor’s application for Final Payment must comply with the requirements for submitting an application for a progress payment as stated in Section

8.2, above. Corrections to previous progress payments, including adjustments to estimated quantities for unit priced items, may be included in the Final Payment. If Contractor fails to submit a timely application for Final Payment, City reserves the right to unilaterally process and issue Final Payment without an application from Contractor in order to close out the Project. For the purposes of determining the deadline for Claim submission pursuant to Article 12, the date of Final Payment is deemed to be the date that City acts to release undisputed retention as final payment to Contractor, or otherwise provides written notice to Contractor of Final Payment or that no undisputed funds remain available for Final Payment due to offsetting withholdings or deductions pursuant to Section 8.3, Adjustment of Payment Application. If the amount due from Contractor to City exceeds the amount of Final Payment, City retains the right to recover the balance from Contractor or its sureties.

8.8 Release of Claims. City may, at any time, require that payment of the undisputed portion of any progress payment or Final Payment be contingent upon Contractor furnishing City with a written waiver and release of all claims against City arising from or related to the portion of Work covered by those undisputed amounts subject to the limitations of Public Contract Code § 7100. Any disputed amounts may be specifically excluded from the release.

8.9 Warranty of Title. Contractor warrants that title to all work, materials, or equipment incorporated into the Work and included in a request for payment will pass over to City free of any claims, liens, or encumbrances upon payment to Contractor.

Article 9 - Labor Provisions

9.1 Discrimination Prohibited. Discrimination against any prospective or present employee engaged in the Work on grounds of race, color, ancestry, national origin, ethnicity, religion, sex, sexual orientation, age, disability, or marital status is strictly prohibited.

Contractor and its Subcontractors are required to comply with all applicable Laws prohibiting discrimination, including the California Fair Employment and Housing Act (Govt. Code § 12900 et seq.), Government Code § 11135, and Labor Code §§ 1735, 1777.5, 1777.6, and 3077.5.

9.2 Labor Code Requirements.
(A) Eight Hour Day. Pursuant to Labor Code § 1810, eight hours of labor constitute a legal day’s work under this Contract.
(B) Penalty. Pursuant to Labor Code § 1813, Contractor will forfeit to City as a penalty, the sum of $25.00 for each day during which a worker employed by Contractor or any Subcontractor is required or permitted to work more than eight hours in any one calendar day or more than 40 hours per calendar week, except if such workers are paid overtime under Labor Code § 1815.
(C) Apprentices. Contractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code § 1777.5, which is fully incorporated by reference.
(D) Notices. Pursuant to Labor Code § 1771.4, Contractor is required to post all job site notices prescribed by Laws.

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9.3 Prevailing Wages. Each worker performing Work under this Contract that is covered under Labor Code §§ 1720 or 1720.9, including cleanup at the Project site, must be paid at a rate not less than the prevailing wage as defined in §§ 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City and available online at http://www.dir.ca.gov/dlsr. Contractor must post a copy of the applicable prevailing rates at the Project site.
(A) Penalties. Pursuant to Labor Code § 1775, Contractor and any Subcontractor will forfeit to City as a penalty up to $200.00 for each calendar day, or portion thereof, for each worker paid less than the applicable prevailing wage rate. Contractor must also pay each worker the difference between the applicable prevailing wage rate and the amount actually paid to that worker.
(B) Federal Requirements. If this Project is subject to federal prevailing wage requirements in addition to California prevailing wage requirements, Contractor and its Subcontractors are required to pay the higher of the currently applicable state or federal prevailing wage rates.

9.4 Payroll Records. Contractor must comply with the provisions of Labor Code §§ 1771.4, 1776, and 1812 and all implementing regulations, which are fully incorporated by this reference, including requirements for monthly electronic submission of payroll records to the DIR.
(A) Contractor and Subcontractor Obligations. Contractor and each Subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct; and (2) Contractor or the Subcontractor has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any Work performed by its employees on the Project.
(B) Certified Record. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to City, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.
(C) Enforcement. Upon notice of noncompliance with Labor Code § 1776, Contractor or Subcontractor has ten days in which to comply with the requirements of this section. If Contractor or Subcontractor fails to do so within the ten-day period, Contractor or Subcontractor will forfeit a penalty of $100.00 per day, or portion thereof, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor.

9.5 Labor Compliance. Pursuant to Labor Code § 1771.4, the Contract for this Project is subject to compliance monitoring and enforcement by the DIR.

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Article 10 - Safety Provisions

10.1 Safety Precautions and Programs. Contractor and its Subcontractors are fully responsible for safety precautions and programs, and for the safety of persons and property in the performance of the Work. Contractor and its Subcontractors must at all times comply with all applicable health and safety Laws and seek to avoid injury, loss, or damage to persons or property by taking reasonable steps to protect its employees and other persons at any Worksite, materials and equipment stored on or off site, and property at or adjacent to any Worksite.
(A) Reporting Requirements. Contractor must immediately notify the City of any death, serious injury or illness resulting from Work on the Project. Contractor must immediately provide a written report to City of each recordable accident or injury occurring at any Worksite within 24 hours of the occurrence. The written report must include: (1) the name and address of the injured or deceased person; (2) the name and address of each employee of Contractor or of any Subcontractor involved in the incident; (3) a detailed description of the incident, including precise location, time, and names and contact information for known witnesses; and (4) a police or first responder report, if applicable. If Contractor is required to file an accident report with a government agency, Contractor will provide a copy of the report to City.
(B) Legal Compliance. Contractor’s safety program must comply with the applicable legal and regulatory requirements. Contractor must provide City with copies of all notices required by Laws.
(C) Contractor’s Obligations. Any damage or loss caused by Contractor arising from the Work which is not insured under property insurance must be promptly remedied by Contractor.
(D) Remedies. If City determines, in its sole discretion, that any part of the Work or Project site is unsafe, City may, without assuming responsibility for Contractor’s safety program, require Contractor or its Subcontractor to cease performance of the Work or to take corrective measures to City’s satisfaction. If Contractor fails to promptly take the required corrective measures, City may perform them and deduct the cost from the Contract Price. Contractor agrees it is not entitled to submit a Claim for damages, for an increase in Contract Price, or for a change in Contract Time based on Contractor’s compliance with City’s request for corrective measures pursuant to this provision.

10.2 Hazardous Materials. Unless otherwise specified in the Contract Documents, this Contract does not include the removal, handling, or disturbance of any asbestos or other Hazardous Materials. If Contractor encounters materials on the Project site that Contractor reasonably believes to be asbestos or other Hazardous Materials, and the asbestos or other Hazardous Materials have not been rendered harmless, Contractor may continue Work in unaffected areas reasonably believed to be safe, but must immediately cease work on the area affected and report the condition to City. No asbestos, asbestos-containing products or other Hazardous Materials may be used in performance of the Work.

10.3 Material Safety. Contractor is solely responsible for complying with § 5194 of Title 8 of the California Code of Regulations, including by providing information to Contractor’s employees about any hazardous chemicals to which they may be exposed in the course of the Work. A hazard communication program and other forms of warning and training about such exposure must be used. Contractor must also maintain Safety Data Sheets (“SDS”) at the Project site, as required by Laws, for materials or substances used or consumed in the performance of the Work. The SDS will be accessible and available to Contractor’s employees, Subcontractors, and City.

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(A) Contractor Obligations. Contractor is solely responsible for the proper delivery, handling, use, storage, removal, and disposal of all materials brought to the Project site and/or used in the performance of the Work. Contractor must notify the Engineer if a specified product or material cannot be used safely. (B) Labeling. Contractor must ensure proper labeling on any material brought onto the Project site so that any persons working with or in the vicinity of the material may be informed as to the identity of the material, any potential hazards, and requirements for proper handling, protections, and disposal.

10.4 Hazardous Condition. Contractor is solely responsible for determining whether a hazardous condition exists or is created during the course of the Work, involving a risk of bodily harm to any person or risk of damage to any property. If a hazardous condition exists or is created, Contractor must take all precautions necessary to address the condition and ensure that the Work progresses safely under the circumstances.

Hazardous conditions may result from, but are not limited to, use of specified materials or equipment, the Work location, the Project site condition, the method of construction, or the way any Work must be performed.

10.5 Emergencies. In an emergency affecting the safety or protection of persons, Work, or property at or adjacent to any Worksite, Contractor must take reasonable and prompt actions to prevent damage, injury, or loss, without prior authorization from the City if, under the circumstances, there is inadequate time to seek prior authorization from the City.

Article 11 - Completion and Warranty Provisions

11.1 Final Completion.
(A) Final Inspection and Punch List. When the Work required by this Contract is fully performed, Contractor must provide written notification to City requesting final inspection. The Engineer will schedule the date and time for final inspection, which must include Contractor’s primary representative for this Project and its superintendent. Based on that inspection, City will prepare a punch list of any items that are incomplete, missing, defective, incorrectly installed, or otherwise not compliant with the Contract Documents.

The punch list to Contractor will specify the time by which all of the punch list items must be completed or corrected. The punch list may include City’s estimated cost to complete each punch list item if Contractor fails to do so within the specified time. The omission of any non-compliant item from a punch list will not relieve Contractor from fulfilling all requirements of the Contract Documents. Contractor’s failure to complete any punch list item within the time specified in the punch list will not waive or abridge its warranty obligations for any such items that must be completed by the City or by a third party retained by the City due to Contractor’s failure to timely complete any such outstanding item.
(B) Requirements for Final Completion. Final Completion will be achieved upon completion or correction of all punch list items, as verified by City’s further inspection, and upon satisfaction of all other Contract requirements, including any commissioning required under the Contract Documents and submission of all final submittals, including instructions and manuals as required under Section 7.10, and complete, final as-built drawings as required under Section 7.11, all to City’s satisfaction. (C) Acceptance. The Project will be considered accepted upon City Council action during a public meeting to accept the Project, unless the Engineer is authorized to accept Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 48
the Project, in which case the Project will be considered accepted upon the date of the Engineer’s issuance of a written notice of acceptance. In order to avoid delay of Project close out, the City may elect, acting in its sole discretion, to accept the Project as complete subject to exceptions for punch list items that are not completed within the time specified in the punch list.
(D) Final Payment and Release of Retention. Final Payment and release of retention, less any sums withheld pursuant to the provisions of the Contract Documents, will not be made sooner than 35 days after recordation of the notice of completion. If Contractor fails to complete all of the punch list items within the specified time, City may withhold up to 150% of City’s estimated cost to complete each of the remaining items from Final Payment and may use the withheld retention to pay for the costs to selfperform the outstanding items or to retain a third party to complete any such outstanding punch list item.

11.2 Warranty.
(A) General. Contractor warrants that all materials and equipment will be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. Contractor further warrants that the Work will be free from material defects not intrinsic in the design or materials required in the Contract Documents. Contractor warrants that materials or items incorporated into the Work comply with the requirements and standards in the Contract Documents, including compliance with Laws, and that any Hazardous Materials encountered or used were handled as required by Laws. At City’s request, Contractor must furnish satisfactory evidence of the quality and type of materials and equipment furnished. Contractor’s warranty does not extend to damage caused by normal wear and tear, or improper use or maintenance.
(B) Warranty Period. Contractor’s warranty must guarantee its Work for a period of one year from the date of Project acceptance (the “Warranty Period”), except when a longer guarantee is provided by a supplier or manufacturer or is required by the Specifications or Special Conditions. Contractor must obtain from its Subcontractors, suppliers and manufacturers any special or extended warranties required by the Contract Documents.
(C) Warranty Documents. As a condition precedent to Final Completion, Contractor must supply City with all warranty and guarantee documents relevant to equipment and materials incorporated into the Work and guaranteed by their suppliers or manufacturers.
(D) Subcontractors. The warranty obligations in the Contract Documents apply to Work performed by Contractor and its Subcontractors, and Contractor agrees to be coguarantor of such Work. (E) Contractor’s Obligations. Upon written notice from City to Contractor of any defect in the Work discovered during the Warranty Period, Contractor or its responsible Subcontractor must promptly correct the defective Work at its own cost. Contractor’s obligation to correct defects discovered during the Warranty Period will continue past the expiration of the Warranty Period as to any defects in Work for which Contractor was notified prior to expiration of the Warranty Period. Work performed during the Warranty Period (“Warranty Work”) will be subject to the warranty provisions in this Section 11.2 for a one-year period that begins upon completion of such Warranty Work to City’s satisfaction.

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(F) City’s Remedies. If Contractor or its responsible Subcontractor fails to correct defective Work within ten days following notice by City, or sooner if required by the circumstances, City may correct the defects to conform with the Contract Documents at Contractor’s sole expense. Contractor must reimburse City for its costs in accordance with subsection (H), below.
(G) Emergency Repairs. In cases of emergency where any delay in correcting defective Work could cause harm, loss or damage, City may immediately correct the defects to conform with the Contract Documents at Contractor’s sole expense. Contractor or its surety must reimburse City for its costs in accordance with subsection (H), below. (H) Reimbursement. Contractor must reimburse City for its costs to repair under subsections (F) or (G), above, within 30 days following City’s submission of a demand for payment pursuant to this provision. If City is required to initiate legal action to compel Contractor’s compliance with this provision, and City is the prevailing party in such action, Contractor and its surety are solely responsible for all of City’s attorney’s fees and legal costs expended to enforce Contractor’s warranty obligations herein, in addition to any and all costs City incurs to correct the defective Work.

11.3 Use Prior to Final Completion. City reserves the right to occupy or make use of the Project, or any portions of the Project, prior to Final Completion if City has determined that the Project or portion of it is in a condition suitable for the proposed occupation or use, and that it is in its best interest to occupy or make use of the Project, or any portions of it, prior to Final Completion.
(A) Non-Waiver. Occupation or use of the Project, in whole or in part, prior to Final Completion will not operate as acceptance of the Work or any portion of it, nor will it operate as a waiver of any of City’s rights or Contractor’s duties pursuant to these Contract Documents, and will not affect nor bear on the determination of the time of substantial completion with respect to any statute of repose pertaining to the time for filing an action for construction defect.
(B) City’s Responsibility. City will be responsible for the cost of maintenance and repairs due to normal wear and tear with respect to those portions of the Project that are being occupied or used before Final Completion. The Contract Price or the Contract Time may be adjusted pursuant to the applicable provisions of these Contract Documents if, and only to the extent that, any occupation or use under this Section actually adds to Contractor’s cost or time to complete the Work within the Contract Time.

11.4 Substantial Completion. For purposes of determining “substantial completion” with respect to any statute of repose pertaining to the time for filing an action for construction defect, “substantial completion” is deemed to mean the last date that Contractor or any Subcontractor performs Work on the Project prior to City acceptance of the Project, except for warranty work performed under this Article.

Article 12 - Dispute Resolution

12.1 Claims. This Article applies to and provides the exclusive procedures for any Claim arising from or related to the Contract or performance of the Work. (A) Definition. “Claim” means a separate demand by Contractor, submitted in writing by registered or certified mail with return receipt requested, for a change in the Contract Time, including a time extension or relief from liquidated damages, or a change in the Contract Price, when the demand has previously been submitted to City in accordance with the requirements of the Contract Documents, and which has been Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 50
rejected or disputed by City, in whole or in part. A Claim may also include that portion of a unilateral Change Order that is disputed by the Contractor. (B) Limitations. A Claim may only include the portion of a previously rejected demand that remains in dispute between Contractor and City. With the exception of any dispute regarding the amount of money actually paid to Contractor as Final Payment, Contractor is not entitled to submit a Claim demanding a change in the Contract Time or the Contract Price, which has not previously been submitted to City in full compliance with Article 5 and Article 6, and subsequently rejected in whole or in part by City. (C) Scope of Article. This Article is intended to provide the exclusive procedures for submission and resolution of Claims of any amount and applies in addition to the provisions of Public Contract Code § 9204 and § 20104 et seq., which are incorporated by reference herein.
(D) No Work Delay. Notwithstanding the submission of a Claim or any other dispute between the parties related to the Project or the Contract Documents, Contractor must perform the Work and may not delay or cease Work pending resolution of a Claim or other dispute, but must continue to diligently prosecute the performance and timely completion of the Work, including the Work pertaining to the Claim or other dispute. (E) Informal Resolution. Contractor will make a good faith effort to informally resolve a dispute before initiating a Claim, preferably by face-to-face meeting between authorized representatives of Contractor and City.

12.2 Claims Submission. The following requirements apply to any Claim subject to this Article:
(A) Substantiation. The Claim must be submitted to City in writing, clearly identified as a “Claim” submitted pursuant to this Article 12 and must include all of the documents necessary to substantiate the Claim including the Change Order request that was rejected in whole or in part, and a copy of City’s written rejection that is in dispute.

The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Contract Documents, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all known or estimated labor, materials, taxes, insurance, and subcontract, or other costs.

Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each component of claimed cost. Any Claim for an extension of time or delay costs must be substantiated with a schedule analysis and narrative depicting and explaining claimed time impacts.
(B) Claim Format and Content. A Claim must be submitted in the following format:
(1) Provide a cover letter, specifically identifying the submission as a “Claim” submitted under this Article 12 and specifying the requested remedy (e.g., amount of proposed change to Contract Price and/or change to Contract Time). (2) Provide a summary of each Claim, including underlying facts and the basis for entitlement, and identify each specific demand at issue, including the specific Change Order request (by number and submittal date), and the date of City's rejection of that demand, in whole or in part.
(3) Provide a detailed explanation of each issue in dispute. For multiple issues included within a single Claim or for multiple Claims submitted concurrently, separately number and identify each individual issue or Claim, and include the following for each separate issue or Claim:

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a. A succinct statement of the matter in dispute, including Contractor’s position and the basis for that position;
b. Identify and attach all documents that substantiate the Claim, including relevant provisions of the Contract Documents, RFIs, calculations, and schedule analysis (see subsection (A), Substantiation, above);
c. A chronology of relevant events; and
d. Analysis and basis for claimed changes to Contract Price, Contract Time, or any other remedy requested.
(4) Provide a summary of issues and corresponding claimed damages. If, by the time of the Claim submission deadline (below), the precise amount of the requested change in the Contract Price or Contract Time is not yet known, Contractor must provide a good faith estimate, including the basis for that estimate, and must identify the date by which it is anticipated that the Claim will be updated to provide final amounts.
(5) Include the following certification, executed by Contractor’s authorized representative:
“The undersigned Contractor certifies under penalty of perjury that its statements and representations in this Claim submittal are true and correct. Contractor warrants that this Claim submittal is comprehensive and complete as to the matters in dispute, and agrees that any costs, expenses, or delay not included herein are deemed waived.”
(C) Submission Deadlines.
(1) A Claim disputing rejection of a request for a change in the Contract Time or Contract Price must be submitted within 15 days following the date that City notified Contractor in writing that a request for a change in the Contract Time or Contract Price, duly submitted in compliance with Article 5 and Article 6, has been rejected in whole or in part. A Claim disputing the terms of a unilateral Change Order must be submitted within 15 days following the date of issuance of the unilateral Change Order. These Claim deadlines apply even if Contractor cannot yet quantify the total amount of any requested change in the Contract Time or Contract Price. If the Contractor cannot quantify those amounts, it must submit an estimate of the amounts claimed pending final determination of the requested remedy by Contractor.
(2) With the exception of any dispute regarding the amount of Final Payment, any Claim must be filed on or before the date of Final Payment or will be deemed waived.
(3) A Claim disputing the amount of Final Payment must be submitted within 15 days of the effective date of Final Payment, under Section 8.7, Final Payment. (4) Strict compliance with these Claim submission deadlines is necessary to ensure that any dispute may be mitigated as soon as possible, and to facilitate cost-efficient administration of the Project. Any Claim that is not submitted within the specified deadlines will be deemed waived by Contractor.

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12.3 City’s Response. City will respond within 45 days of receipt of the Claim with a written statement identifying which portion(s) of the Claim are disputed, unless the 45-day period is extended by mutual agreement of City and Contractor or as otherwise allowed under Public Contract Code § 9204. However, if City determines that the Claim is not adequately substantiated pursuant to Section 12.2(A), Substantiation, City may first request in writing, within 30 days of receipt of the Claim, any additional documentation supporting the Claim or relating to defenses to the Claim that City may have against the Claim.
(A) Additional Information. If additional information is thereafter required, it may be requested and provided upon mutual agreement of City and Contractor. If Contractor’s Claim is based on estimated amounts, Contractor has a continuing duty to update its Claim as soon as possible with information on actual amounts in order to facilitate prompt and fair resolution of the Claim.
(B) Non-Waiver. Any failure by City to respond within the times specified above will not be construed as acceptance of the Claim, in whole or in part, or as a waiver of any provision of these Contract Documents.

12.4 Meet and Confer. If Contractor disputes City’s written response, or City fails to respond within the specified time, within 15 days of receipt of City’s response or within 15 days of City’s failure to respond within the applicable 45-day time period under Section 12.3, respectively, Contractor may notify City of the dispute in writing sent by registered or certified mail, return receipt requested, and demand an informal conference to meet and confer for settlement of the issues in dispute. If Contractor fails to notify City of the dispute and demand an informal conference to meet and confer in writing within the specified time, Contractor’s Claim will be deemed waived. (A) Schedule Meet and Confer. Upon receipt of the demand to meet and confer, City will schedule the meet and confer conference to be held within 30 days, or later if needed to ensure the mutual availability of each of the individuals that each party requires to represent its interests at the meet and confer conference. (B) Location for Meet and Confer. The meet and confer conference will be scheduled at a location at or near City’s principal office. (C) Written Statement After Meet and Confer. Within ten working days after the meet and confer has concluded, City will issue a written statement identifying which portion(s) of the Claim remain in dispute, if any.
(D) Submission to Mediation. If the Claim or any portion remains in dispute following the meet and confer conference, within ten working days after the City issues the written statement identifying any portion(s) of the Claim remaining in dispute, the Contractor may identify in writing disputed portion(s) of the Claim, which will be submitted for mediation, as set forth below.

12.5 Mediation and Government Code Claims.
(A) Mediation. Within ten working days after the City issues the written statement identifying any portion(s) of the Claim remaining in dispute following the meet and confer, City and Contractor will mutually agree to a mediator, as provided under Public Contract Code § 9204. Mediation will be scheduled to ensure the mutual availability of the selected mediator and all of the individuals that each party requires to represent its interests. If there are multiple Claims in dispute, the parties may agree to schedule the mediation to address all outstanding Claims at the same time. The parties will share the costs of the mediator and mediation fees equally, but each party is otherwise solely and separately Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 53
responsible for its own costs to prepare for and participate in the mediation, including costs for its legal counsel or any other consultants.
(B) Government Code Claims.
(1) Timely presentation of a Government Code Claim is a condition precedent to filing any legal action based on or arising from the Contract. Compliance with the Claim submission requirements in this Article 12 is a condition precedent to filing a Government Code Claim.
(2) The time for filing a Government Code Claim will be tolled from the time Contractor submits its written Claim pursuant to Section 12.2, above, until the time that Claim is denied in whole or in part at the conclusion of the meet and confer process, including any period of time used by the meet and confer process. However, if the Claim is submitted to mediation, the time for filing a Government Code Claim will be tolled until conclusion of the mediation, including any continuations, if the Claim is not fully resolved by mutual agreement of the parties during the mediation or any continuation of the mediation.

12.6 Tort Claims. This Article does not apply to tort claims and nothing in this Article is intended nor will be construed to change the time periods for filing tort-based Government Code Claims.

12.7 Arbitration. It is expressly agreed, under Code of Civil Procedure § 1296, that in any arbitration to resolve a dispute relating to this Contract, the arbitrator’s award must be supported by law and substantial evidence.

12.8 Burden of Proof and Limitations. Contractor bears the burden of proving entitlement to and the amount of any claimed damages. Contractor is not entitled to damages calculated on a total cost basis, but must prove actual damages. Contractor is not entitled to speculative, special, or consequential damages, including home office overhead or any form of overhead not directly incurred at the Project site or any other Worksite; lost profits; loss of productivity; lost opportunity to work on other projects; diminished bonding capacity; increased cost of financing for the Project; extended capital costs; nonavailability of labor, material or equipment due to delays; or any other indirect loss arising from the Contract. The Eichleay Formula or similar formula will not be used for any recovery under the Contract. The City will not be directly liable to any Subcontractor or supplier.

12.9 Legal Proceedings. In any legal proceeding that involves enforcement of any requirements of the Contract Documents, the finder of fact will receive detailed instructions on the meaning and operation of the Contract Documents, including conditions, limitations of liability, remedies, claim procedures, and other provisions bearing on the defenses and theories of liability. Detailed findings of fact will be requested to verify enforcement of the Contract Documents. All of the City’s remedies under the Contract Documents will be construed as cumulative, and not exclusive, and the City reserves all rights to all remedies available under law or equity as to any dispute arising from or relating to the Contract Documents or performance of the Work.

12.10 Other Disputes. The procedures in this Article 12 will apply to any and all disputes or legal actions, in addition to Claims, arising from or related to this Contract, including disputes regarding suspension or early termination of the Contract, unless and only to the extent that compliance with a procedural requirement is expressly and specifically waived by City. Nothing in this Article is intended to delay suspension or termination under Article

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Article 13 - Suspension and Termination

13.1 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct Work in accordance with the Contract Documents, including non-compliance with applicable environmental or health and safety Laws, City may immediately order the Work, or any portion of it, suspended until the circumstances giving rise to the suspension have been eliminated to City’s satisfaction. (A) Notice of Suspension. Upon receipt of City’s written notice to suspend the Work, in whole or in part, except as otherwise specified in the notice of suspension, Contractor and its Subcontractors must promptly stop Work as specified in the notice of suspension; comply with directions for cleaning and securing the Worksite; and protect the completed and in-progress Work and materials. Contractor is solely responsible for any damages or loss resulting from its failure to adequately secure and protect the Project.
(B) Resumption of Work. Upon receipt of the City’s written notice to resume the suspended Work, in whole or in part, except as otherwise specified in the notice to resume, Contractor and its Subcontractors must promptly re-mobilize and resume the Work as specified; and within ten days from the date of the notice to resume, Contractor must submit a recovery schedule, prepared in accordance with the Contract Documents, showing how Contractor will complete the Work within the Contract Time. (C) Failure to Comply. Contractor will not be entitled to an increase in the Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents.
(D) No Duty to Suspend. City’s right to suspend the Work will not give rise to a duty to suspend the Work, and City’s failure to suspend the Work will not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents.

13.2 Suspension for Convenience. City reserves the right to suspend, delay, or interrupt the performance of the Work in whole or in part, for a period of time determined to be appropriate for City’s convenience. Upon notice by City pursuant to this provision, Contractor must immediately suspend, delay, or interrupt the Work and secure the Project site as directed by City except for taking measures to protect completed or inprogress Work as directed in the suspension notice, and subject to the provisions of Section 13.1(A) and (B), above. If Contractor submits a timely request for a Change Order in compliance with Articles 5 and 6, the Contract Price and the Contract Time will be equitably adjusted by Change Order pursuant to the terms of Articles 5 and 6 to reflect the cost and delay impact occasioned by such suspension for convenience, except to the extent that any such impacts were caused by Contractor’s failure to comply with the Contract Documents or the terms of the suspension notice or notice to resume. However, the Contract Time will only be extended if the suspension causes or will cause unavoidable delay in Final Completion. If Contractor disputes the terms of a Change Order issued for such equitable adjustment due to suspension for convenience, its sole recourse is to comply with the Claim procedures in Article 12.

13.3 Termination for Default. City may declare that Contractor is in default of the Contract for a material breach of or inability to fully, promptly, or satisfactorily perform its obligations under the Contract.
(A) Default. Events giving rise to a declaration of default include Contractor’s refusal or failure to supply sufficient skilled workers, proper materials, or equipment to perform the Work within the Contract Time; Contractor’s refusal or failure to make prompt Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 55
payment to its employees, Subcontractors, or suppliers or to correct defective Work or damage; Contractor’s failure to comply with Laws, or orders of any public agency with jurisdiction over the Project; evidence of Contractor’s bankruptcy, insolvency, or lack of financial capacity to complete the Work as required within the Contract Time; suspension, revocation, or expiration and nonrenewal of Contractor’s license or DIR registration; dissolution, liquidation, reorganization, or other major change in Contractor’s organization, ownership, structure, or existence as a business entity; unauthorized assignment of Contractor’s rights or duties under the Contract; or any material breach of the Contract requirements.
(B) Notice of Default and Opportunity to Cure. Upon City’s declaration that Contractor is in default due to a material breach of the Contract Documents, if City determines that the default is curable, City will afford Contractor the opportunity to cure the default within ten days of City’s notice of default, or within a period of time reasonably necessary for such cure, including a shorter period of time if applicable. (C) Termination. If Contractor fails to cure the default or fails to expediently take steps reasonably calculated to cure the default within the time period specified in the notice of default, City may issue written notice to Contractor and its performance bond surety of City’s termination of the Contract for default. (D) Waiver. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond within seven calendar days from the date of the notice of termination pursuant to paragraph (C), City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety will be jointly and severally liable for any additional cost incurred by City to complete the Work following termination, where “additional cost” means all cost in excess of the cost City would have incurred if Contactor had timely completed Work without the default and termination. In addition, City will have the right to immediate possession and use of any materials, supplies, and equipment procured for the Project and located at the Project site or any Worksite on City property for the purposes of completing the remaining Work.
(E) Compensation. Within 30 days of receipt of updated as-builts, all warranties, manuals, instructions, or other required documents for Work installed to date, and delivery to City of all equipment and materials for the Project for which Contractor has already been compensated, Contractor will be compensated for the Work satisfactorily performed in compliance with the Contract Documents up to the effective date of the termination pursuant to the terms of Article 8, Payment, subject to City’s rights to withhold or deduct sums from payment otherwise due pursuant to Section 8.3, and excluding any costs Contractor incurs as a result of the termination, including any cancellation or restocking charges or fees due to third parties. If Contractor disputes the amount of compensation determined by City, its sole recourse is to comply with the Claim Procedures in Article 12, by submitting a Claim no later than 30 days following notice from City of the total compensation to be paid by City. (F) Wrongful Termination. If Contractor disputes the termination, its sole recourse is to comply with the Claim procedures in Article 12. If a court of competent jurisdiction or an arbitrator later determines that the termination for default was wrongful, the termination will be deemed to be a termination for convenience, and Contractor’s damages will be strictly limited to the compensation provided for termination for convenience under Section 13.4, below. Contractor waives any claim for any other damages for wrongful termination including special or consequential damages, lost Francisco Blvd East Mid-Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 56
opportunity costs, or lost profits, and any award of damages is subject to Section 12.8, Burden of Proof and Limitations.

13.4 Termination for Convenience. City reserves the right, acting in its sole discretion, to terminate all or part of the Contract for convenience upon written notice to Contractor. (A) Compensation to Contractor. In the event of City’s termination for convenience, Contractor waives any claim for damages, including for loss of anticipated profits from the Project. The following will constitute full and fair compensation to Contractor, and Contractor will not be entitled to any additional claim or compensation:
(1) Completed Work. The value of its Work satisfactorily performed as of the date notice of termination is received, based on Contractor’s schedule of values and unpaid costs for items delivered to the Project site that were fabricated for incorporation in the Work;
(2) Demobilization. Demobilization costs specified in the schedule of values, or if demobilization costs were not provided in a schedule of values pursuant to Section 8.1, then based on actual, reasonable, and fully documented demobilization costs; and
(3) Termination Markup. Five percent of the total value of the Work performed as of the date of notice of termination, including reasonable, actual, and documented costs to comply with the direction in the notice of termination for convenience, and demobilization costs, which is deemed to cover all overhead and profit to date.
(B) Disputes. If Contractor disputes the amount of compensation determined by City pursuant to paragraph (A), above, its sole recourse is to comply with the Claim procedures in Article 12, by submitting a Claim no later than 30 days following notice from City of total compensation to be paid by City.

13.5 Actions Upon Termination for Default or Convenience. The following provisions apply to any termination under this Article, whether for default or convenience, and whether in whole or in part.
(A) General. Upon termination, City may immediately enter upon and take possession of the Project and the Work and all tools, equipment, appliances, materials, and supplies procured or fabricated for the Project. Contractor will transfer title to and deliver all completed Work and all Work in progress to City. (B) Submittals. Unless otherwise specified in the notice of termination, Contractor must immediately submit to City all designs, drawings, as-built drawings, Project records, contracts with vendors and Subcontractors, manufacturer warranties, manuals, and other such submittals or Work-related documents required under the terms of the Contract Documents, including incomplete documents or drafts.
(C) Close Out Requirements. Except as otherwise specified in the notice of termination, Contractor must comply with all of the following:
(1) Immediately stop the Work, except for any Work that must be completed pursuant to the notice of termination and comply with City’s instructions for cessation of labor and securing the Project and any other Worksite(s). (2) Comply with City’s instructions to protect the completed Work and materials, using best efforts to minimize further costs.

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(3) Contractor must not place further orders or enter into new subcontracts for materials, equipment, services or facilities, except as may be necessary to complete any portion of the Work that is not terminated. (4) As directed in the notice, Contractor must assign to City or cancel existing subcontracts that relate to performance of the terminated Work, subject to any prior rights, if any, of the surety for Contractor’s performance bond, and settle all outstanding liabilities and claims, subject to City’s approval. (5) As directed in the notice, Contractor must use its best efforts to sell any materials, supplies, or equipment intended solely for the terminated Work in a manner and at market rate prices acceptable to City.
(D) Payment Upon Termination. Upon completion of all termination obligations, as specified herein and in the notice of termination, Contractor will submit its request for Final Payment, including any amounts due following termination pursuant to this Article

13. Payment will be made in accordance with the provisions of Article 8, based on the portion of the Work satisfactorily completed, including the close out requirements, and consistent with the previously submitted schedule of values and unit pricing, including demobilization costs. Adjustments to Final Payment may include deductions for the cost of materials, supplies, or equipment retained by Contractor; payments received for sale of any such materials, supplies, or equipment, less re-stocking fees charged; and as otherwise specified in Section 8.3, Adjustment of Payment Application. (E) Continuing Obligations. Regardless of any Contract termination, Contractor’s obligations for portions of the Work already performed will continue and the provisions of the Contract Documents will remain in effect as to any claim, indemnity obligation, warranties, guarantees, submittals of as-built drawings, instructions, or manuals, record maintenance, or other such rights and obligations arising prior to the termination date.

Article 14 - Miscellaneous Provisions

14.1 Assignment of Unfair Business Practice Claims. Under Public Contract Code § 7103.5, Contractor and its Subcontractors agree to assign to City all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2 (commencing with § 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the Contract or any subcontract. This assignment will be effective at the time City tenders Final Payment to Contractor, without further acknowledgement by the parties.

14.2 Provisions Deemed Inserted. Every provision of law required to be inserted in the Contract Documents is deemed to be inserted, and the Contract Documents will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract Documents will be deemed amended accordingly.

14.3 Waiver. City’s waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of the Contract Documents will not be effective unless it is in writing and signed by City. City’s waiver of any breach, failure, right, or remedy will not be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless specified in writing by City.

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14.4 Titles, Headings, and Groupings. The titles and headings used and the groupings of provisions in the Contract Documents are for convenience only and may not be used in the construction or interpretation of the Contract Documents or relied upon for any other purpose.

14.5 Statutory and Regulatory References. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that bids were due.

14.6 Survival. The provisions that survive termination or expiration of this Contract include Contract Section 11, Notice, and subsections 12.1, 12.2, 12.3, 12.4, 12.5, and 12.6, of Section 12, General Provisions; and the following provisions in these General Conditions:

Section 2.2(J), Contractor’s Records, Section 2.3(C), Termination, Section 3.7, Ownership, Section 4.2, Indemnity, Article 12, Dispute Resolution, and Section 11.2, Warranty.

END OF GENERAL CONDITIONS

FUNDING AGREEMENT
BETWEEN THE CITY OF SAN RAFAEL AND 711 GRAND QALICB

FOR THE FRANCISCO BOULEVARD EAST MID-BLOCK CROSSING
THIS FUNDING AGREEMENT (“Agreement”) is entered into as of __________________, 2024 (“Effective Date”), by and among the CITY OF SAN RAFAEL, a municipal corporation (“City”) and 711 Grand Qualified Area Low Income Business (QALICB), a part of Canal Alliance, a California nonprofit corporation (“Funder”).

RECITALS
A. In November 2022, Funder requested that the City construct a pedestrian crosswalk at Funder’s new facility located between Francisco Boulevard and Second Street in the City (the “Project”). This Project, often referred to as the “Francisco Boulevard East Mid-Block Crossing” and described specifically in Exhibit A, would enhance pedestrian safety in accessing services on Francisco Boulevard, which does not currently have any traffic controls near the proposed location.

B. In order to facilitate construction of the Project, the City applied for various grants; Funder agreed to fund the remaining Project costs not covered by any such grants.

C. On February 5, 2024, the San Rafael City Council (“City Council”) adopted Resolution No. 15275, included as Exhibit B to this Agreement, accepting from the Metropolitan Transportation Commission (“MTC”) a grant of $25,000 (the “MTC Grant”) and authorizing the appropriation of such grant to fund the Project.

D. On March 9, 2024, the City entered into a grant agreement with the Transportation Authority of Marin (“TAM”), included as Exhibit C to this Agreement, whereby TAM committed $175,000 to the City (the “TAM Grant”) to fund the Project.

E. On July 12, 2024, Funder has also received a $122,875 community development block grant (“CDBG”) from the U.S. Department of Housing and Urban Development (“HUD”). Funder will provide these funds to the City to be used towards the construction of the Project. The total cost of the Project is estimated to be $734,233. All costs, excluding Project contingency, not covered by the MTC Grant, TAM Grant, and the CDBG (i.e., approximately $325,326) will be covered by the Funder.

AGREEMENTS
NOW, THEREFORE, CITY AND FUNDER AGREE AS FOLLOWS:

Section 1. Funding Commitment.

A. Funding Amount and term. Subject to the terms and conditions hereunder and in consideration of Funder’s agreements hereunder, Funder agrees to transfer funds to City in an amount equal to the total Project costs, less $200,000 to pay City’s out-of-pocket soft and hard costs paid to 2 unaffiliated third parties for completing the Project, as described in Exhibit A, including without limitation costs of design, financing, bidding, construction and construction management.

B. Funding Disbursements. Upon the City’s request, Funder shall disburse to City reimbursement for costs paid by the City in furtherance of the Project, provided that the following have been completed: (1) City has submitted to Funder a statement, bill, invoice, receipt, cancelled check or other reasonable evidence of the costs incurred or paid; and (2) City has provided a certification that the work for which payment is being requested is solely for the work of the Project and has been completed in conformance with the Scope of Work of the Project specified in Exhibit A. Within thirty (30) days of Funder’s receipt of the items in (1) and (2) above, Funder shall pay to City the requested amount of money.

Section 2. Restrictions on Use of Funding. City covenants that the proceeds of the funds received from Funder under this Agreement shall be used solely to finance costs incurred in connection with the construction and installation of the Project pursuant to valid, bona fide contracts made by City in the ordinary course of its business. The funding proceeds shall not be used for any purpose other than as set forth in this Section 2. City shall not be responsible for any costs or charges incurred in the construction or installation of the Project, except as expressly set forth herein with respect to funding from the MTC Grant and TAM Grant.

Section 3. Project. “Project” shall mean the work generally described in the Scope of Work attached hereto as Exhibit A and incorporated herein (“Scope of Work”). In no event shall the Project include improvements to any personal or real property of Funder.

Section 4. Indemnification. Funder shall defend, assume all responsibility for and hold the City and its officers, elected officials, volunteers, employees and agents, harmless from all demands, claims, actions, liabilities and damages, including damage to any property or injury to or death of any person (including attorneys' fees and costs), arising out of or caused by any of City’s activities under this Agreement, including the design, construction and installation of the Project, whether such activities or performance thereof be by City or anyone directly or indirectly employed or contracted with by City and whether such damage shall accrue or be discovered before or after completion of the Project.

Section 5. Maintenance of Records. City shall document all expenditures under this Agreement with properly executed payroll, time records, invoices, contracts, vouchers or other official documentation evidencing in appropriate detail the nature and propriety of the charges. All checks, payroll, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible and shall be maintained for a period of not less than three (3) years after receipt of the final funding disbursement under this Agreement.

Section 6. Default and Remedies.

A. Default Remedies. Subject to permitted extensions of time as provided in subsection G hereof, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and expiration of any applicable cure period, shall constitute a “Default” under this Agreement. A party claiming a Default shall give 3 written Notice of Default to the other party specifying the nature of the Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if (a) in the case of a monetary Default, such party cures the monetary Default within ten (10) business days following receipt of such Notice of Default, or (b) in the case of a non-monetary Default, such party cures, corrects or remedies the non-monetary Default within thirty (30) days following receipt of such Notice of Default, or if the non-monetary Default cannot reasonably be cured within such thirty-day period, said party commences to cure the non-monetary Default within said thirty-day period and thereafter completes such cure, correction or remedy with diligence.

B. Institution of Legal Actions. Except as otherwise specifically provided herein, upon the occurrence of a Default, the non-defaulting party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Any legal actions by any party must be instituted in the Superior Court of the County of Marin, State of California, or in the appropriate Federal District Court of the State of California. Notwithstanding anything herein to the contrary, no party shall have the right to recover any consequential or special damages in the event of a Default by another party.

C. Termination. Subject to the provisions of paragraph A. above, this Agreement may be terminated if there is an uncured Default, by written Notice from the party not in Default.

D. Acceptance of Service of Process. If any legal action is commenced by Funder against City, service of process on City shall be made by personal service upon the person designated in subsection G of Section 7, or in such other manner as may be provided by law. If any legal action is commenced by City against Funder, service of process on Funder shall be made by personal service upon the person designated in subsection G of Section 7, or in such other manner as may be provided by law.

E. Rights and Remedies Are Cumulative. Except as otherwise expressly provided herein, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party, except as otherwise expressly provided herein.

F. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

G. Force Majeure. No party shall be in default or breach hereunder or liable to the other for any delay, failure in performance or interruption resulting directly or indirectly from war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; pandemics; quarantine, shelter-in-place or other similar restrictions; freight embargoes; governmental restrictions or priority; litigation; unusually severe weather; or acts or omissions of the other party. An extension of time for any such cause shall be for the period of the 4 enforced delay. Any party claiming such extension shall notify the other(s) promptly after becoming aware of the existence of any event or condition giving rise to such claim. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Funder. Funder expressly agrees that adverse changes in economic conditions, either of Funder specifically or the economy generally, changes in market conditions or demand, and/or Funder’s inability to obtain financing or other lack of funding shall not constitute grounds of enforced delay pursuant to this subsection G. Funder expressly assumes the risk of such adverse economic or market changes and/or inability to obtain financing, whether or not foreseeable as of the Effective Date of this Agreement.

H. No Liability of City or City Member. No member, official or employee of the City shall be personally liable to Funder, or any successor in interest, in the event of any default or breach by City under this Agreement, or any successor or on any obligations under the terms of this Agreement.

Section 7. Miscellaneous Provisions.

A. Transfer or Assignment. As long as any portion of the Project remains to be completed, Funder shall not transfer or assign this Agreement without prior written approval by the City. Approval of any such transfer or assignment shall be at the sole discretion of City; such approval shall not be unreasonably withheld, conditioned or delayed.

B. Interest of Members of City. No member of the governing body of the City and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the City's work shall have any personal interest, direct or indirect, in this Agreement.

C. Relationship between City and Funder. It is hereby acknowledged that the relationship between City and Funder is not that of a partnership or joint venture and that City and Funder shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Exhibits hereto, Funder shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Project.

D. Compliance with Laws. City shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations (“Applicable Laws”), including without limitation, all applicable environmental laws, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contracts Code, the City’s zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. Funder shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of City’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Funder which it may have by reason of this indemnity and hold harmless 5 agreement because of the acceptance by City, or Funder’s deposit with City of any of the insurance policies described in this Agreement. Funder’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees. Funder’s defense and indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement.

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

F. Time of the Essence. Time is of the essence of each and every provision of this Agreement.

G. Notices, Demands and Communications between the Parties. Any approval, disapproval, demand, document or other notice (“Notice”) which either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means, including via facsimile or via overnight courier, to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. Any Notice shall be deemed received on the date of delivery if delivered by hand or by first class mail, postage prepaid or if sent via nationally recognized overnight courier; and upon receipt of verification of transmission if sent via facsimile (provided a copy is sent the same day via first-class mail). Notices sent by a party's attorney on behalf of such party shall be deemed given by such party.

City: City of San Rafael
1400 5th Avenue, Rm. 203
San Rafael, CA 94901
Attention: City Manager
with a copy to:

City of San Rafael
1400 5th Avenue, Rm. 202
San Rafael, CA 94901
Attention: City Attorney
Funder: 711 Grand QALICB
91 Larkspur Street
San Rafael, CA 94901
Attention: Project Developer
H. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such or the remaining provisions of this Agreement.
6 I. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

J. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Agreement shall be interpreted as though prepared jointly by all parties. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of its terms.

K. Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

L. Further Assurances. The parties shall execute, acknowledge, file or record such other instruments and statements and shall take such additional action as may be necessary to carry out the purpose and intent of this Agreement.

M. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, legal representatives, successors and assigns.

N. Entire Agreement. This Agreement together with Exhibit A, Exhibit B, and Exhibit C, which are incorporated herein, together constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, warranties and understandings of the parties concerning the subject matter contained herein, written or oral. No change, modification, addendum or amendment to any provision of this Agreement shall be valid unless executed in writing by each party hereto.

O. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

P. Authority – Funder. Funder and each person executing this Agreement on behalf of Funder, does hereby covenant and warrant that (i) it is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (ii) it is duly qualified to do business in California, (iii) it has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all of its obligations hereunder, and (iv) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Funder, as applicable, is duly and validly authorized to do so. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CITY:

CITY OF SAN RAFAEL,
a municipal corporation
By:

Cristine Alilovich, City Manager
ATTEST:

Lindsay Lara, City Clerk
APPROVED AS TO FORM:

Robert F. Epstein, City Attorney
FUNDER:
711 GRAND QALICB ,
a California nonprofit
By:

Print Name:

Its:
8 9

EXHIBIT A

SCOPE OF WORK
Property: The Project is located in front of 711 Grand Avenue (APN:014-133-18) directly north of the intersection of Grand Avenue and Francisco Boulevard E.

The Improvements shall consist of the following: The Project consists of installing a pedestrian hybrid beacon with a pedestrian refuge island in the median of Grand Avenue to enhance the path of travel across Grand Avenue to the new 711 Grand QALICB (Canal Alliance) headquarters.

The Improvements shall be consistent with the Conceptual and Design Development Drawing, as approved by the City.

All Improvements shall be constructed in accordance with the Construction Drawings approved by the City, Uniform Building Code (with City modifications), the City Municipal Code and all other applicable local, state, federal or other governmental requirements. 10 EXHIBIT B
[INSERT MTC FUNDING AGREEMENT]

EXHIBIT C
[INSERT TAM FUNDING AGREEMENT]
Statutory Exemptions. State code number:
_______________________________________________
Print Form
Notice of Exemption Appendix E
To: Office of Planning and Research From: (Public Agency): ____________________________ P.O. Box 3044, Room 113 _______________________________________________ Sacramento, CA 95812-3044 County Clerk
(Address)
___________________________
___________________________
County of: __________________
Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific:

Project Location - City: ______________________ Project Location - County:

Description of Nature, Purpose and Beneficiaries of Project:
_____________________
Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Project: ________________________________________________ Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
Declared Emergency (Sec. 21080(b)(3); 15269(a));
Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
Reasons why project is exempt:

Lead Agency
Contact Person: ____________________________ Area Code/Telephone/Extension: _______________ If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project? Yes No Signature: ____________________________ Date:

Signed by Lead Agency Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR:

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. _______________
Categorical Exemption. State type and section number: ____________________________________ ______________________________________________
______________ Title: _______________________
Revised 2011
□
D
D
D
D
D
Attachment A
Canal Alliance Crossing Project
City of San Rafael
Project Location
The Canal Alliance Project (Project) is located on Grand Avenue in the City of San Rafael within Marin County, California. See Figure 1: Project Vicinity Map at the end of this document for specific location details.

Project Description
The City of San Rafael is the Project proponent and the lead agency for the Project. The Project site extends along Grand Avenue from immediately south of the intersection with Francisco Boulevard East north to the San Rafael Creek crossing.

The Project would result in the creation of a pedestrian crossing across Grand Avenue and associated roadway improvements. Grand Avenue within the Project site is a three-lane roadway with adjacent sidewalks. Project demolition would include the removal of existing roadway striping and a portion of curb and gutter on the east and west side of Grand Avenue. Project construction includes road resurfacing, application of striping, and installation of crosswalk facilities. Road resurfacing would involve application of a slurry seal and hot mix asphalt to the existing surface of Grand Avenue from the south end of the Project site to the start of the existing bridge deck. Application of striping would create a median, establish the crosswalk and a “Keep Clear” area, and replace the existing turn lane striping at the south end of the Project site. Project striping would conform to the existing striping at the ends of the Project site. The pedestrian crossing would include a pedestrian hybrid beacon, a refuge island in the roadway median created by the striping, and advanced warning signage. Advanced warning signage for the crossing would be installed south of the Grand Avenue and Francisco Boulevard East intersection. New sidewalk, curb, gutter, and curb ramps would be constructed at the termini of the crossing and in the roadway median.

Curb ramps would include truncated domes on a detectable warning strip. Up to three new signs would be installed in the sidewalk around the crossing. Project construction would include ground disturbance for installation of the sidewalk, curb, gutter, and sign foundations. Installation of the foundations for PHB poles would require ground disturbance of approximately 5 feet below the ground surface.

Any disturbed pavement and landscaping would be restored to pre-construction condition. All Project activities would be conducted within the existing roadway and right-of-way limits. Project construction is anticipated to commence in September 2024 and would last for up to 9 months.

Reasons Why the Project is Exempt
The Project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to the following categorical exemption from the State CEQA Guidelines.

City of San Rafael
Canal Alliance Crossing Project
City of San Rafael
Canal Alliance Crossing Project
Section 15301, Class 1:

This exemption permits the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The Project would restripe existing road facilities, reconstruct existing curbs and gutters, and install a pedestrian crossing with a median refuge and associated infrastructure on the existing roadway within existing right-of-way limits. No new roads or additional automobile lanes would be created by the Project. Thus, the Project would not expand the existing use and qualifies for a Class 1 exemption.

Categorical Exemption Exceptions
The Project does not meet any of the exceptions to Categorical Exemptionslisted in CEQA Section 15300.2.

The analysis below identifies the exceptions and substantiates how the Project does not meet those exceptions.
a) Location. Classes 3, 4, 5, 6, and 11 are qualified by consideration of where the project is to be located – a project that is ordinarily insignificant in its impact on the environment may in a particularly sensitive environment be significant. Therefore, these classes are considered to apply in all instances, except where the project may impact an environmental resource of hazardous or critical concern where designated, precisely mapped, and officially adopted pursuant to law by federal, state, or local agencies.

The Project qualifies for a Class 1 exemption. Class 1 exemptions are not qualified by consideration of project location.
b) Cumulative Impact. All exemptions for these classes are inapplicable when the cumulative impact of successive projects of the same type in the same place, over time is significant.

The Project alters existing facilities located entirely within previously disturbed areas and existing rightof-way. Surrounding areas would not be impacted by the Project beyond the impacts from the existing facilities. No significant adverse impacts would occur as a result of the Project. Therefore, the Project would not contribute to or cause a cumulative impact based on successive projects of the same type in the same place over time.
c) Significant Effect. A categorical exemption shall not be used for an activity where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances.

The Project site has been previously disturbed by the construction and operation of the existing roads.

Project construction would occur entirely within the existing road and right-of-way limits. A portion of the Project occurs on the existing San Rafael Creek crossing. However, only striping of the existing bridge deck would occur in this area; there would be no ground disturbance or work within the water. The Project would not result in any significant effects on the environment due to unusual circumstances. The Project site does not have any unusual circumstancesthat would negatively impact the environment. Refer to the discussion included in Categorical Exemption Exceptions d) through f) for further discussion to support no anticipated Project impacts related to the environment. d) Scenic Highways. A categorical exemption shall not be used for a project which may result in damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway. This does not apply to improvements which are required as mitigation by an adopted negative declaration or certified EIR.

City of San Rafael
Canal Alliance Crossing Project
There are no Officially Designated State Scenic Highways within the Project site. No Officially Designated State Scenic Highways or eligible highways exist within the City of San Rafael. 1 The nearest Officially
Designated State Scenic Highway is State Route 1, located approximately 6.06 miles away in Marin County.

Thus, the Project would not impact Officially Designated State Scenic Highways due to the distance from the Project site.

The City of San Rafael General Plan 2040 (General Plan) designates scenic resources and view corridors within the City of San Rafael. The Project site does not contain any View Sheds, Scenic Routes, Scenic Highways, or other scenic assets designated by the General Plan.2 As such, the Project would not impede public views of the designated scenic resources.

The Project would not impact an Officially Designated State Scenic Highway or a General Plan designated Scenic Resource. Thus, this exception to the exemption does not apply. e) Hazardous Waste Sites. A categorical exemption shall not be used for a project located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code.

Construction of the Project would include ground disturbance within the existing roadway and right-ofway limits. The nearest recorded hazardous waste site, according to a review of the State Water Resources Control Board’s GeoTracker and the Department of Toxic Substances Control EnviroStor databases, is a leaking underground storage tank (LUST) located approximately 480 feet northwest of the Project site near Second Street.
34 The LUST site has been closed with no further action required since 2012. As the nearest site is closed and not located within or adjacent to the Project site this exception to the exemption does not apply.
f) Historical Resources. A categorical exemption shall not be used for a project which may cause a substantial adverse change in the significance of a historical resource.

There are no historical buildings or structures located within the Project site. The City of San Rafael has designated Historic Resources in the General Plan. Further, the City of San Rafael maintains a list of designated local Landmarks and Historic Districts.
5 The Project site is not located within the designated Historic District. The nearest designated Historic Resource is the French Quarter Historic District located approximately 850 feet northwest of the Project site. Project construction would occur entirely within the existing disturbed roadway. The Project would not require any work within historic districts or on historic structures. Therefore, the Project would not cause a substantial adverse change in the significance of a historical resource.
1 California Department of Transportation. California State Scenic Highway System Map. https://caltrans.maps.arcgis.com/apps/webappviewer/index.html?id=465dfd3d807c46cc8e8057116f1aacaa. Accessed July 16, 2024.
2 City of San Rafael. City of San Rafael General Plan 2040. https://storage.googleapis.com/proudcity/sanrafaelca/uploads/2021/09/FullDocument-Adopted080221.pdf. Accessed July 16, 2024.
3 California State Water Resources Control Board GeoTracker. Former Mobil Station (T0604100282). https://geotracker.waterboards.ca.gov/profile_report.asp?global_id=T0604100282. Accessed July 16, 2024. 4 Department of Toxic Substances Control. EnviroStor Sites and Facilities. https://www.envirostor.dtsc.ca.gov/public/map/?myaddress=san+rafael. Accessed July 16, 2024. 5 City of San Rafael. Historic Preservation. https://www.cityofsanrafael.org/historic-preservation/. Accessed July 16, 2024.

City of San Rafael
Canal Alliance Crossing Project
Conclusion
The Project is categorically exempt from CEQA pursuant to State CEQA Guidelines Sections 15301, Class

1. The Project would modify existing facilities as allowed by the Class 1 categorical exemption. The Project does not meet any of the exceptions listed in CEQA Guidelines Section 15300.2.

Not to scale
Source: Google Earth Pro, 2024
Figure 1: Project Vicinity Map
Canal Alliance Crossing Project
Notice of Exemption
Legend
Project Site Boundary
Grand Avenue
Francisco Boulevcard East
Redwood Highway
~ Kimley>>>Horn
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 5.a
Meeting Date: December 2, 2024

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Community and Economic Development
Prepared by: Micah Hinkle, Director
Alexis Captanian, Housing Manager
City Manager Approval: ______________
TOPIC: AFFORDABLE HOUSING FUNDING RECOMMENDATION AND UPCOMING NOTICE

OF FUNDING AVAILABILITY
SUBJECT:
 RESOLUTION AUTHORIZING THE APPROPRIATION OF $252,000 TO SUPPORT THE ACQUISITION OF A NINE-UNIT APARTMENT BUILDING AT 1400 LINCOLN AVENUE FOR

THE PRESERVATION AS AFFORDABLE HOUSING
 INFORMATIONAL REPORT ON THE STATUS AND SCOPE OF JOINT NOTICE OF FUNDING AVAILABILITY WITH THE COUNTY OF MARIN IN JANUARY 2025 EXECUTIVE SUMMARY: On September 26, 2024, the City of San Rafael (City) received a request to fund the acquisition of a nine-unit apartment building at 1400 Lincoln Avenue to permanently preserve nine units of existing affordable housing. City staff evaluated the application and developed the recommendation provided in this report.

Additionally, this report provides information on the upcoming release of a joint notice of funding availability (NOFA) with the County of Marin. The NOFA includes up to $500,000 from the City’s Affordable Housing Trust Fund, plus funds available through the Marin County Housing Trust Fund and Community Development Block Grant. City staff anticipates the NOFA will be issued in mid-January, and staff plans to present award recommendations to the City Council at their second meeting in April.

RECOMMENDATION:

Staff recommends the City Council:

1. Adopt a resolution to authorize the appropriation of $250,000, plus administrative costs estimated at $2,000 or less, from the Affordable Housing Trust Fund for the acquisition and preservation of 1400 Lincoln Avenue as a 100 percent affordable housing project, and to authorize the City Manager to execute all documents, including a funding agreement, required to disburse the funds.

2. Accept the 2025 Notice of Funding Availability report.

BACKGROUND:

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
The City is committed to creating and preserving affordable housing for the San Rafael community. It maintains an Affordable Housing Trust Fund to support the efforts of affordable housing developers and owners. Two types of fees are deposited into the fund:
1) Affordable Housing In-Lieu Fee: Developers who are creating market-rate housing can pay an inlieu fee rather than providing below-market-rate units within their residential project to satisfy their affordable housing obligation.
2) Commercial Linkage Fee: Developers of certain commercial projects must pay a commercial linkage fee to offset the additional need for affordable housing that the new commercial use is anticipated to create.

As of September 2024, the affordable housing trust fund has an unencumbered balance of $955,104.

The City periodically issues a Notice of Funding Availability (NOFA) to invite qualified organizations to request funding for the preservation or development of affordable housing. The most recent NOFA process concluded in July 2023. The City will be participating in a joint NOFA with the County of Marin in January 2025 to allow for stronger coordination of funds and reduce the administrative burden on applicants.

This year, the City Council approved implementing a rolling application process for acquisition projects seeking funding from the Affordable Housing Trust Fund during periods outside of an active NOFA. On September 26, staff received an application from Canal Alliance requesting funding for the acquisition of a nine-unit apartment building at 1400 Lincoln Avenue to preserve the units as permanently affordable housing. In October, Community and Economic Development Department staff evaluated the application using the criteria listed in Section 5 of City Council Resolution No. 14760, Guidelines for the Administration of the Affordable Housing Trust Fund, including:
• Community benefit
• Development team’s capacity
• Management team’s capacity
• Readiness to proceed
• Leverage and collaboration
• Per unit subsidy
Additionally, staff evaluated whether the funding request aligned with the four goals established in the City’s 2023-2031 Housing Element:

1. End and prevent homelessness in San Rafael.

2. Combat housing discrimination, eliminate racial bias, and undo historic patterns of segregation.

3. Ensure housing habitability and maintenance.

4. Meet housing needs through various housing choices and affordability levels throughout the City.

City staff met in mid-October to discuss the application, form a preliminary recommendation, and identify the need for additional information. Staff scheduled a follow-up call with the applicant in late October to gather additional information and presented a final evaluation and recommendation to the City Manager in early November.

ANALYSIS:
1) Acquisition Funding Request – 1400 Lincoln Avenue
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
The City received a gap funding request of two hundred fifty thousand dollars ($250,000) for the recent acquisition of the Paloma Arms Apartments, a low-rise apartment building built in the early 1960s at 1400 Lincoln Avenue. The rents at this property are below market rate without any government subsidy or restriction. This type of affordable housing that occurs naturally is most at risk of conversion to market-rate. The acquisition by Canal Alliance will result in the preservation of nine units as affordable housing, including two one-bedroom units, six two-bedroom units, and one threebedroom unit (17 bedrooms total). Receipt of City funding would be contingent upon the recordation of a deed restriction on the property, reserving all nine units for low-income households, with rents at or below 60% of Marin County Area Median Income1
. Table 1 summarizes the funding request.

Table 1: Summary of Funding Request
Address
(Project Type) Request Sponsor Units Total Cost(per unit) Funding Request
(per unit)
1400 Lincoln Ave
(Acquisition) Gap Funding Canal Alliance 9 $3,120,000($346,667) $250,000
($27,778)
Funding Sources: Before the acquisition, the applicant secured 2.4 million dollars in grants and loans from Tam Pacific, La Raza Development Fund, and Marin Community Foundation, plus Canal Alliance’s capital. Canal Alliance has pending funding applications with the County Housing Trust Fund ($450,000) and the City Housing Trust Fund ($250,000). To achieve the sales price of 3.1 million dollars within the purchase timeline, Canal Alliance and the Marin Community Foundation provided $700,000 in bridge funds to fill the gap, allowing the applicant additional time to secure funding. With the aid of this bridge funding, Canal Alliance and the seller closed escrow on the property on October 30, 2024.

The Board of Supervisors will consider Canal Alliance’s funding request at their regular meeting on December 10. The Board of Supervisors awards funding to housing projects in jurisdictions across Marin County, including San Rafael. Notably, projects in incorporated areas of Marin County are only eligible for funds from the County if the city or town government contributes financially to the project. Table 2 below offers a summary of the current and recommended funding sources for this project.

Table 2: Acquisition Funding Sources
Funding Source Status Amount
Canal Alliance Capital Committed $470,300
Marin Community Foundation Grant Confirmed $100,000
Tam Pacific Grant Confirmed $100,000
La Raza Development Fund Grant Capital Confirmed $250,000 Marin Community Foundation Loan Confirmed $1,500,000
City of San Rafael Affordable Housing Trust Fund
Grant Recommended $250,000
County of Marin Housing Trust Fund
Pending - Contingent
on City contribution,
per County policy
$450,000
Total Sources $3,120,300
1 Marin County Area Median Income (AMI) is set by the United States Department of Housing and Urban Development (HUD AMI) and published by the Marin Housing Authority.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
Funding Recommendation: Staff recommends awarding the applicant’s requested amount of $250,000 based on the following evaluation:
• Affordable Housing Preservation. The project preserves existing, unrestricted, affordable housing for the long term. Per the City’s Affordable Housing Trust Fund guidelines, all rental units supported by City funds are income- and rent-restricted for at least 55 years. • Location. The property is in a High Resource Area, associated with positive economic, educational, and health outcomes for low-income families—particularly long-term outcomes for children. Thus, the project aligns with the City’s Housing Element goals to foster a range of housing choices.
• Tenant Stability. The acquisition prevents the displacement of current low-income tenants. At the time of acquisition, all tenant households reported incomes below 80% of the Area Median Income.
• Applicant’s Relevant Skills and Experience. Canal Alliance is a local nonprofit that serves San Rafael community members. Since the early 2000s, the organization has owned 12 units at Marin Villa Estates that are deed-restricted for households earning very low and low incomes. • Funding. The applicant has sought and secured funding from multiple public and private sources.

The request for City funding, which constitutes only 8 percent of the total project cost, helps close a gap and enables a potential award from the County Housing Trust Fund. • Reasonable Per Unit Subsidy. At approximately $28,000 per unit, the requested City subsidy is consistent with prior City Council awards for this project type and affordability level. • Project Scale. Larger affordable housing developers do not typically seek to acquire properties of this size, and there are fewer funding sources available, so the City’s role is critical in supporting organizations pursuing projects of this scale.

Accordingly, staff recommends awarding Canal Alliance $250,000 for the acquisition of 1400 Lincoln Avenue based on the factors outlined above.

The application for 1400 Lincoln Avenue was submitted through the rolling application process for acquisitions. Funding available to applicants through the rolling application is capped at $250,000 per fiscal year. If approved, this award would fully expend the award funds allocated to the rolling application process for fiscal year 2024-2025. The additional $2,000 is to cover administrative costs. 2) Upcoming Notice of Funding Availability
In addition to supporting affordable housing projects on a rolling basis, staff is preparing to participate in the County of Marin’s upcoming NOFA in January 2025. Through this joint NOFA, the City will invite qualified organizations to submit requests for funding for the preservation or development of 100 percent affordable rental or ownership housing projects in San Rafael. The City and County will use a joint application. The County will evaluate funding requests for its housing trust fund, as well as Community Development Block Grant (CDBG) and HOME Investment Partnerships Program (HOME) funds. City staff will continue to evaluate all applications for City funding and present recommendations to the City Council for consideration per the City’s trust fund guidelines.

Funding applicants will be selected through a competitive process. Qualified responses may be awarded in full or in part, and funding may be awarded to one or more projects depending on the number of responses received and how each response addresses the City's affordable housing goals.

Responses shall be evaluated, and recommendations for funding will be made using the selection criteria included in the NOFA. Any award of funding must be approved by the City Council.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5
Based on the City’s current fund balance and pending award, staff recommends issuing a NOFA in the amount of five hundred thousand dollars ($500,000), reserving some funds to pay for the administration of the Below Market Rate Rental and Ownership Programs. The Below Market Rate Rental and Ownership Programs monitor rental and ownership units with affordability restrictions to ensure that tenants and homeowners are income-qualified and that rent and home prices match the affordability restriction in place.

Guidelines and Goals for the NOFA: NOFA responses must meet the guidelines provided in the San Rafael City Council Resolution No. 14760, Guidelines for the Administration of the Affordable Housing Trust Fund (“Guidelines”).

Successful responses will also contribute to the affordable housing goals provided in the City of San Rafael Housing Element and the County of Marin Consolidated Plan, the latter of which is currently being updated for 2025 through 2029. The Housing Element provides San Rafael’s affordable housing goals, while the consolidated plan is a five-year strategic plan for federal funding programs, including the Community Development Block Grant (CDBG) program and the HOME Investment Partnerships program (HOME). Both sets of goals are included in the NOFA to ensure that awardees will also be competitive for an award of the City’s share of CDBG and HOME funds, which the County administers.

Proposed Timeline: The County of Marin anticipates issuing the NOFA in January 2025, with responses due four to six weeks after the NOFA’s release. Staff will then evaluate responses and bring forward funding recommendations to the City Council in the spring of 2025. Below is a tentative timeline.

Table 3: 2025 NOFA Schedule (tentative)
Funding Application Opens & Applicant Workshops January Funding Application Closes February
Application Review Period Late February through mid-April Award recommendations are presented to the San Rafael
City Council for consideration
April
Requirements for Consideration: Qualified responses must demonstrate the following minimum qualifications.

Eligible Projects:
• Acquisition/Rehabilitation, including conversion of market-rate housing or adaptive reuse of buildings to affordable housing.
• New Construction of affordable housing, including the residential portions of mixed-use and live/work projects that meet the affordability requirements of the Guidelines.

Eligible Applicants:
• Nonprofit organizations that qualify under Section 501(c)(3) of the Internal Revenue Code. • For-profit developers of affordable housing. For-profit developers experienced in residential development may also partner with a 501(c)(3) nonprofit organization.

Eligible Activities:
• Land or property acquisition.
• Predevelopment (architecture, engineering/soil, environmental, financial analysis). • Construction (site preparation, construction, materials).

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 6
• Conversion of market-rate housing or non-residential buildings to deed-restricted affordable housing.
• Any other activity determined by the City that helps address affordable housing goals and priorities as established by the City Council.

Developer Team Minimum Requirement:
• Expertise and experience of the developer team designing and constructing successful affordable housing projects locally or within similar communities in the Bay Area.

Project Minimum Requirements:
• Meet all requirements provided in the Guidelines.
• Demonstrate site control or ability to achieve site control, including but not limited to a purchase sale agreement, executed deed or contract of sale, or letter from a public agency or other entity agreeing to convey property and including the terms and conditions of such a transfer.
• Return on city investment is based on population needs and the number of units created through the creative use of design, materials and construction techniques, and financing. • Reasonable per unit City subsidy is evaluated by the need of the target population, project type, and cost-effectiveness (cost per person, externalities, reserves, leveraging).

Additional Considerations:
• Project readiness in the form of approved entitlements and building permits, as well as state and federal funding.
• Located within a quarter mile of transit, provides units for larger families, serves very-lowand/or extremely-low-income households, or includes 20 percent or more permanent supportive housing.
• Contributes to meeting the City’s goals for new housing development and the Regional Housing Needs Allocation (RHNA).

City of San Rafael Affordable Housing Trust Fund – Recent Activity: Table 4 below lists Affordable Housing Trust Fund revenues and expenditures greater than $20,000 in fiscal years 2023- 24 and 2024-2025. During this time, the fund received one significant commercial linkage fee payment in the amount of $507,944.

Table 4: Affordable Housing Trust Fund – Major Transactions in Fiscal Years 2023-2025 Date Address Transaction Entity Amount
07-17-2023 TL Manor NOFA Loan BRIDGE Housing ($1,000,000) 07-17-2023 Novato St NOFA Grant Canal Alliance ($200,000) 09-06-2023 326 Mission In-Lieu Fee Payment Aldersly $507,944 10-13-2023 Admin – BMR Ownership Marin Housing ($86,040) 05-31-2024 3301 Kerner NOFA Grant Eden Housing ($250,000) 08-30-2024 Admin – BMR Ownership Marin Housing ($86,298) COMMUNITY OUTREACH:

Staff will announce the NOFA on the City’s website and provide notices to local and regional affordable housing owners and developers. Staff will also distribute the announcement to over 4,000 contacts via the County of Marin’s listserv for federal grants and housing updates. The City will then join a virtual applicant workshop with County staff to educate potential applicants, and staff will engage in follow-up conversations with applicants as needed.

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FISCAL IMPACT:

The total anticipated cost for the grant award plus administrative costs is $252,000. Staff requests an appropriation of $252,000 from the Affordable Housing Trust Fund No. 243. Adequate funds are available to support this request. As of September 2024, $955,104 is available in the Affordable Housing Trust Fund. If the recommendation is fully funded, approximately $703,104 will be left unencumbered in the fund.

Staff's recommendation is to issue the $250,000 award as a grant, consistent with prior awards of this size.

As of September 2024, the Affordable Housing Trust fund balance was $955,104, sufficient to support this NOFA and the funding recommendation for 1400 Lincoln Avenue.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Adopt the resolution and accept the report.

2. Adopt a modified resolution.

3. Adjust the NOFA funding amount and allocate additional funds to the rolling application process.

4. Direct staff to provide additional information or otherwise adjust the NOFA.

5. Take no action.

RECOMMENDED ACTION:

Staff recommends the City Council:

2. Accept the 2025 Notice of Funding Availability report.

ATTACHMENTS:

1. Resolution

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San Rafael City CouncilDecember 2, 2024

San Rafael City Council
December 2, 2024