Agenda packet — San Rafael City Council, September 15, 2025 (part 1 of 2)

AGENDA

SAN RAFAEL CITY COUNCIL - MONDAY, SEPTEMBER 15, 2025
REGULAR MEETING AT 6:00 P.M.

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

Watch on Webinar: https://tinyurl.com/city-council-2
Watch on YouTube: www.youtube.com/cityofsanrafael
Listen by phone: (669) 444-9171
ID: 860-6190-5675#
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 – THIRD FLOOR CONFERENCE ROOM

1. None.

CLOSED SESSION – THIRD FLOOR CONFERENCE ROOM

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 September 2, 2025 (CC) Recommended Action - Approve minutes as submitted
b. Designation of Voting Delegate for the League of California Cities Annual Conference and Expo Designation of Councilmember Rachel Kertz as the City of San Rafael’s Voting Delegate for the League of California Cities Annual Conference General Assembly in Long Beach from October 8-10, 2025 (CM)
2 Recommended Action – Approve Voting Delegate
c. Agreements for On-Call Planning and Environmental Consulting Services Resolution Authorizing the City Manager to Execute Professional Services Agreements with M-Group Consulting Services, Ratcliffe Consulting Services, and Allsep Planning for On-Call Planning and Environmental Consulting Services in an Amount Not to Exceed $200,000 for Each Agreement and Authorizing Supplemental FY 2025-26 Budget Appropriations Totaling $500,000 (CED)
Recommended Action – Adopt Resolution
d. Fiscal Year 2025-26 Local Measure AA Allocation
Resolution Authorizing the City Manager to Execute Funding Agreement A-FY26-11 with the Transportation Authority of Marin in the Amount of $1,312,825 in Measure AA Funding for FY 2025-26 (PW)
Recommended Action – Adopt Resolution
e. Transportation Authority of Marin Safe Pathways to Schools Funding Agreement Resolution Authorizing the City Manager to Execute Funding Agreement A-FY25-28 with the Transportation Authority of Marin and the City of San Rafael, Thereby Authorizing the Receipt of an Allocation of $1,100,000 in Measure AA Funding (PW) Recommended Action – Adopt Resolution

SPECIAL PRESENTATIONS

5. Special Presentations
a. Presentation of Proclamation in Recognition of National Preparedness Month 2025 (FD)

PUBLIC HEARINGS

6. Public Hearings
a. Triennial Building Code Ordinance Amendments
Adopt the Ordinance Amending Title 12 (Building Regulations) of the Municipal Code of the City of San Rafael, by Repealing Title 12 and Amending Title 12 Thereof; Adopting the 2025 Edition of the California Building Code, the California Residential Code, the California Mechanical Code, the California Plumbing Code, the California Electrical Code, the California Existing Building Code, the California Green Building Standards Code, the California Energy Code, and the California Referenced Standards Code with Appendices and Amendments Herein; Adopting the 2024 Edition of the International Property Maintenance Code and the International Pool and Spa Code with Amendments; Amending Chapter

12.360 Single-Family Model Reach Code – FlexPath; Herein; and Adopting Findings of Fact Supporting the Amendments to the Code. (CED)
Recommended Action – Adopt the Ordinance

OTHER AGENDA ITEMS

7. Other Agenda Items
a. East San Rafael and Canal Community – Collective Plans in Action: Progress Report Informational Presentation on the East San Rafael and Canal Community Collective Plans in Action: Progress Report (CM)
Recommended Action – Receive the report
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, 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 City Council meeting on 9/15/2025

SAN RAFAEL CITY COUNCIL - TUESDAY, SEPTEMBER 2, 2025
REGULAR MEETING AT 6:00 P.M.

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

Watch on Webinar: https://tinyurl.com/city-council-1
Watch on YouTube: www.youtube.com/cityofsanrafael
Listen by phone: (669) 444-9171
ID: 863-4489-1398#
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 PM

1. Mayor Kate announced Closed Session items.

CLOSED SESSION – THIRD FLOOR CONFERENCE ROOM – 5:00 PM

2. Closed Session:
a. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION pursuant to Government Code Section 54956.9(d)(1)
Lopez, et al. v. City of San Rafael, et al. U.S. District Court, Northern District for California, Case No. 23-cv-03652-VC

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

Absent: None
Also Present: City Manager Cristine Alilovich
City Attorney Robert 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 roll. All members of the City Council were present.

City Attorney Robert Epstein announced that no reportable action was taken in Closed Session. 2 Mayor Kate offered gratitude to City staff for their efforts related to the fire located at 516 Canal Street, highlighted September’s Marin Magazine ‘Ode to San Rafael’, and delivered a land acknowledgment.

City Clerk Lindsay Lara informed the community that the in-person meeting would also be recorded and streamed live to YouTube and through Zoom. She noted the two-minute timer for public comment and closed captioning on Zoom.

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 provided the following announcements and updates:
• Two agenda items: park impact fees and affordable housing requirements—were removed to allow for additional community outreach.
• A fire occurred at 516 Canal Street in San Rafael, resulting in the tragic loss of two community members and the displacement of others. The City Manager expressed appreciation for first responders, City staff, and community partners for their efforts.

Fire Chief Abraham Roman and Police Chief David Spiller also provided comments.

Donations are being coordinated through the Marin Community Foundation and Canal Alliance.
• Introduced Preya Nixon as the newly hired Senior Management Analyst in the City Manager’s Office.
• Announced proclamations for Suicide Prevention Month and Hispanic Heritage Month. • Reported awards received by City staff:
o The American Public Works Association (Northern California Chapter) recognized Gerardo Paredes as Public Fleet Staff of the Year and Ryan Montes as Manager of the Year for Public Right of Way.
o The California Emergency Medical Services Authority recognized San Rafael Fire Department staff: Nurse Educator Katie Pannell received a Distinguished Service Medal; Firefighter/Paramedics Marisa Nieto Gomez and Graham Winkleman each received the EMS Cross Award; and Dr. Jordan Sax, Medical Director, received an Award for Clinical Excellence.
• Announced upcoming community events:
o Ember Stomp, September 6, 2025, 10:00 a.m.–4:00 p.m., at the Civic Center. o Movies in the Park: Paddington in Peru on September 12, 7:30–9:00 p.m. at Peacock Gap Park; and The Wild Robot on September 26, 6:45–8:45 p.m. at Gerstle Park. o Second Friday Art Walk, September 12, 6:00–9:00 p.m., downtown San Rafael. o West End Fridays Block Party, continuing Fridays from August through October, 6:00–9:00 p.m.
o Porchfest, September 21, all day, in the Gerstle Park neighborhood.

City Councilmember Reports:
• Vice Mayor Bushey reported on a meeting with Marin Transit General Manager Nancy Whelan, and on attending Andy’s Market Pride and Joy event. • Councilmember Kertz announced Andy’s Market San Rafael Fire Foundation event on October 12, and reported on the Marin Wildfire Prevention Authority Board meeting, State of Care Summit event by Marin Center for Independent Living, China Camp Heritage Day, and the Marin County Council of Mayors and Councilmembers (MCCMC) Legislative meeting.
• Councilmember Hill reported on attending the Finance Subcommittee meeting and 3 expressed appreciation to staff for addressing a broken pipe. • Councilmember Maika Llorens Gulati reported on attending a Marin Latino Leaders Summer Community Mixer, a Canal Promise Meeting hosted by Marin Promise, Steve Mason’s retirement party, and a fundraiser in support of victims of the 516 Canal Street fire. She also expressed appreciation to staff for their response to the fire. • Mayor Kate reported on Sonoma Marin Area Rail Transit (SMART).

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

CONSENT CALENDAR:

Mayor Kate invited public comment.

Speaker: Sue Berrell of San Rafael Heritage, Lue
Councilmember Llorens Gulati moved and Councilmember Kertz

4. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the Regular City Council Meeting of August 18, 2025 (CC) Approved minutes as submitted
b. Electric Bicycle Safety Regulations in San Rafael
Final Adoption of Ordinance 2051: An Ordinance Adding Chapter 5.35 “Operation of Electric Mobility Devices” to the San Rafael Municipal Code to Regulate Electric Mobility Devices Within the City Limits of San Rafael; CEQA Determination: Exempt Pursuant to CEQA Guideline 15061(b)(3) (CC)
Final adoption of Ordinance 2051
c. Marin History Museum Boyd Gate House Use Agreement
Resolution Authorizing the City Manager to Execute a Use Agreement for Real Property at 1125 B Street (Boyd Gate House) with the Marin History Museum; CEQA Determination:

Exempt Pursuant to CEQA Guideline 15061(B)(3) (CM)
Adopted Resolution 15451
d. Library Parcel Tax Rate for Fiscal Year 2025-26 - Revised Revised Report Establishing the Annual Rate Adjustment for the Special Library Services Parcel Tax for the Fiscal Year 2025-26 as Authorized by San Rafael Municipal Code Chapter 3.36 (Voter-Approved Measure D) (Fin)
Accepted report
e. Pickleweed Library Renovation Project
Resolution Approving the Plans and Specifications for the Pickleweed Library Renovation Project, City Project No. 11428 (“Project”), Awarding and Authorizing the City Manager to Execute the Construction Agreement with Arntz Builders, Inc. in the Amount of $1,984,974, and Authorizing the City Manager to Amend the Contract Amount Using Contingency Funds of $295,026, for a Total Not to Exceed Amount of $2,280,000; and Authorize the City Manager to Enter into a Professional Services Agreement with Unico Engineering for Construction Management in the Amount Not to Exceed $211,500; Appropriating $48,070 from the Library Memorial Fund (213); CEQA Determination Exempt Pursuant to CEQA Guideline 15301 (PW)
4 Adopted Resolution 15452
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None

SPECIAL PRESENTATIONS

5. Special Presentations
Mayor Kate invited public comment; however, there was none. a. Presentation of Proclamation in Recognition of Suicide Prevention Awareness Month Mayor Kate presented the proclamation, and Kara Connors from the County of Marin Health and Human Services, and Mario Castillo from Buckalew Programs provided comments. b. Presentation of Proclamation in Recognition of Hispanic Heritage Month Mayor Kate presented the proclamation, and Cecilia Zamora from Hispanic Chamber of Commerce provided comments.

PUBLIC HEARINGS

6. Public Hearings
a. Park Impact Fee and Park Dedication and In-Lieu Fee Programs (REMOVED) Introduce an Ordinance Amending San Rafael Municipal Code Section 3.24 titled Park and Recreation Facilities Fee and Section 15.09 titled Park Dedication and In-Lieu Fees, to Update the Park Impact Fee and Park Dedication and In-Lieu Fee Programs, including waiving further reading of the Ordinance and referring to it by title only; and Resolution Adopting the Park Impact Fee Nexus Study, the Park Impact Fee Project List, and Establishing Updated Park Impact Fees and Park Dedication and In-Lieu Fee Requirements

AGENDA ITEM REMOVED AT THE REQUEST OF STAFF
b. Triennial Building Code Ordinance Amendments
Introduction of an Ordinance Amending Title 12 (Building Regulations) of the Municipal Code of the City of San Rafael, by Repealing Title 12 and Amending Title 12 Thereof; Adopting the 2025 Edition of the California Building Code, the California Residential Code, the California Mechanical Code, the California Plumbing Code, the California Electrical Code, the California Existing Building Code, the California Green Building Standards Code, the California Energy Code, and the California Referenced Standards Code with Appendices and Amendments Herein; Adopting the 2024 Edition of the International Property Maintenance Code and the International Pool and Spa Code with Amendments; Amending Chapter 12.360 Single-Family Model Reach Code – FlexPath; Herein; and Adopting Findings of Fact Supporting the Amendments to the Code (CED) Sustainability Program Manager Cory Bytof presented the Staff Report.

Staff responded to questions from the City Council.

Mayor Kate invited public comment.
5 Speakers: Bill Carney of Sustainable San Rafael
City Councilmembers provided comments.

Councilmember Llorens Gulati moved and Vice Mayor Bushey seconded to introduce the Ordinance, waive further reading, and refer to it by title only and setting a public hearing for Monday, September 15, 2025.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
The City Clerk read the title of the Ordinance:

An Ordinance Amending Title 12 (Building Regulations) of the Municipal Code of the City of San Rafael, by Repealing Title 12 and Amending Title 12 Thereof; Adopting the 2025 Edition of the California Building Code, the California Residential Code, the California Mechanical Code, the California Plumbing Code, the California Electrical Code, the California Existing Building Code, the California Green Building Standards Code, the California Energy Code, and the California Referenced Standards Code with Appendices and Amendments Herein; Adopting the 2024 Edition of the International Property Maintenance Code and the International Pool and Spa Code with Amendments; Amending Chapter 12.360 SingleFamily Model Reach Code – FlexPath; Herein; and Adopting Findings of Fact Supporting the Amendments to the Code.

OTHER AGENDA ITEMS

7. Other Agenda Items
a. Affordable Housing Requirements for Residential Development Projects (REMOVED) Resolution Amending Resolution 14890, “Guidelines for the Administration of the Affordable Housing Requirement Program” to Clarify Existing Policy and Practice (CED)

AGENDA ITEM REMOVED AT THE REQUEST OF STAFF
b. Response to Grand Jury Report on First Responders
Resolution Approving and Authorizing the Mayor to Execute the City of San Rafael’s Response to the Marin County Civil Grand Jury Report Entitled “Marin County First Responders: Supporting Those Who Support Us” (PD)
Chief of Police David Spiller presented the Staff Report.

Staff responded to questions from the City Council.

Mayor Kate invited public comment
Speakers: Salamah
Staff responded to questions raised during public comment.

City Councilmembers provided comments.

Councilmember Kertz moved and Councilmember Llorens Gulati seconded to adopt the 6 Resolution Approving and Authorizing the Mayor to Execute the City of San Rafael’s Response to the Marin County Civil Grand Jury Report Entitled “Marin County First Responders: Supporting Those Who Support Us”
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15453
c. Response to the Grand Jury Report on Housing
Resolution Approving and Authorizing the Mayor to Execute the Response to the Marin County Civil Grand Jury Report Titled “The Worrisome Future of Marin Housing: Nimby Resistance Takes a Backseat to Economic Reality.” (CED) Community & Economic Development Director Micah Hinkle introduced Assistant Director Greg Minor who presented the Staff Report.

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

City Councilmembers provided comments.

Councilmember Hill moved and Vice Mayor Bushey seconded to adopt the Resolution Approving and Authorizing the Mayor to Execute the Response to the Marin County Civil Grand Jury Report Titled “The Worrisome Future of Marin Housing: Nimby Resistance Takes a Backseat to Economic Reality.”
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15454
d. Fiscal Year 2024-25 Unaudited Results and Budget Amendments Year-End Budget Update and Resolutions Authorizing Amendments to the City of San Rafael Budget for Fiscal Year 2024-25 for the Purposes of Confirming Authorized Appropriations and Transfers and Authorizing Amendments to the FY 2025-26 Budget to Reflect Carry-Over of Available Unencumbered FY 2024-25 Appropriations for Specified Purposes, Totaling $14,262,684 (Fin)
Finance Director Paul Navazio presented the Staff Report.

Staff responded to questions from the City Council.

Mayor Kate invited public comment.

Speakers: Al Vetere
Staff responded to questions raised during public comment. 7 City Councilmembers provided comments.

Vice Mayor Bushey moved and Councilmember Kertz seconded to accept the report presenting preliminary, Fiscal Year (FY) 2024-25 unaudited financial results for the fiscal year ended June 30, 2025
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Accepted report
Councilmember Llorens Gulati moved and Vice Mayor Bushey seconded to adopt the Resolution adopting amendments to the City of San Rafael budget for Fiscal Year 2024-25 for the purpose of confirming authorized appropriations and transfers AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15455
Councilmember Kertz moved and Vice Mayor Bushey seconded to adopt the Resolution authorizing amendments to the City of San Rafael budget for Fiscal Year 2025-26 to reflect carry-over of available unencumbered FY2024-25 appropriations for specified purposes totaling $14,262,684
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15456

OPEN TIME FOR PUBLIC EXPRESSION
• Salamah Locks addressed the City Council regarding the Ember Stomp event, Financial Abuse Specialist Team (FAST), Age Friendly San Rafael, and Officer Nail’s trial to start Tuesday, September 16th, Marin Senior Fair on September 17th at the Veteran’s Hall, and addressed the City Council regarding the budget question raised during public comment. • Al Vetere addressed the City Council regarding getting mail scams • Nicole addressed the City Council regarding bike lanes on Pt. San Pedro Road ADJOURNMENT:

Mayor Kate adjourned the meeting at 8:06 p.m.
__________________________
LINDSAY LARA, City Clerk
APPROVED THIS _____DAY OF____________, 2025
_____________________________________
KATE COLIN, Mayor

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.b
Meeting Date: September 15, 2025

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: City Manager’s Office
Prepared by: Preya Nixon,
Sr. Management Analyst
City Manager Approval: ________
TOPIC: DESIGNATION OF VOTING DELEGATE FOR THE LEAGUE OF CALIFORNIA CITIES

ANNUAL CONFERENCE & EXPO
SUBJECT: DESIGNATION OF COUNCILMEMBER RACHEL KERTZ AS THE CITY OF SAN RAFAEL’S VOTING DELEGATE FOR THE LEAGUE OF CALIFORNIA CITIES

ANNUAL CONFERENCE GENERAL ASSEMBLY IN LONG BEACH FROM OCTOBER 8-10, 2025
RECOMMENDATION:

Designate Councilmember Rachel Kertz as the City of San Rafael’s voting delegate for the League of California Cities (Cal Cities) Annual Conference General Assembly in Long Beach from October 8-10, 2025.

BACKGROUND / ANALYSIS:

The Cal Cities Annual Conference will take place October 8-10, 2025. The Cal Cities bylaws require that the City Council designate a city’s voting delegate and up to two alternates. Councilmember Rachel Kertz has indicated her desire to attend. The City Council wishes to designate Councilmember Rachel Kertz as its formal voting delegate to the Cal Cities Annual Conference General Assembly for voting on Cal Cities’ policy at the business meeting.

FISCAL IMPACT:

There is no fiscal impact associated with this action.

RECOMMENDED ACTION:

Designate Councilmember Rachel Kertz as the City of San Rafael’s voting delegate for the League of California Cities Annual Conference General Assembly in Long Beach from October 8-10, 2025.

ATTACHMENTS:

1. Voting Delegate Packet, dated July 16, 2025
1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org

DATE: Wednesday, July 16, 2025
TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Oct. 8-10, 2025 Long Beach Convention Center
Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Taking place on Oct. 10, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Following council action, please submit your city’s delegates through the online submission portal by Wed., Sept. 24. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form.

Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates.

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.

Council Action Advised by September 24, 2025
For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the Long Beach Convention Center in Long Beach, will be open at the following times: Wednesday, Oct. 16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for submitting your voting delegate and alternates by Wednesday, Sept. 24. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly 1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.

The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.

Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.

Recommendations are forwarded
to the Resolutions Committee.

Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.

Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.

Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.

Cal Cities policy
development is a memberinformed process,
grounded in the voices and
experiences of city officials
throughout the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.

General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f). ____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 4.c
Meeting Date: September 15, 2025

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Community and Economic Development
Prepared by: Ariel Gutierrez
Sr. Management Analyst II
City Manager Approval: ______________
TOPIC: AGREEMENTS FOR ON-CALL PLANNING AND ENVIRONMENTAL CONSULTING

SERVICES
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE PROFESSIONAL

SERVICES AGREEMENTS WITH M-GROUP CONSULTING SERVICES, RATCLIFFE

CONSULTING SERVICES, AND ALLSEP PLANNING FOR ON-CALL PLANNING AND

ENVIRONMENTAL CONSULTING SERVICES IN AN AMOUNT NOT TO EXCEED $200,000 FOR EACH AGREEMENT AND AUTHORIZING SUPPLEMENTAL FY 2025- 26 BUDGET APPROPRIATIONS TOTALLING $500,000
RECOMMENDATION:

Staff recommends that the City Council adopt a resolution authorizing the City Manager to enter into professional services agreements with M-Group Consulting Services, Ratcliffe Consulting Services, and Allsep Planning for on-call planning and environmental consulting services in an amount not to exceed $200,000 for each agreement and authorizing fiscal year (FY) 2025-26 supplemental budget appropriations totaling $500,000.

BACKGROUND:

The City of San Rafael’s Community and Economic Development (CED) Department has seen a surge in development applications over the last few years since the passage of new state housing laws. To process these applications CED must analyze each project for its compliance with the law as timely as possible. Accordingly, in 2024 and 2025, the CED Department entered into professional services agreements with the M-Group, Ratcliffe Consulting, and Allsep Planning to provide on-call planning and environmental consulting services. These consulting services helped the CED Department address shortterm staffing gaps and respond to surges in development applications. To the extent that planning fees charged to applicants cover the City’s costs of processing development applications, the cost of these professional services is effectively passed on to project applicants through developer deposit agreements.

CED anticipates exhausting the funds allocated to all three current professional service agreements over the course of project review given the complexity of development projects and required consulting services including regulatory review and application processing requirements. The CED Department received half a dozen major project applications during the development of the Fiscal Year (FY) 2025- 2026 budget and these projects resulted in the City requiring more services of the M-Group, Ratcliffe SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
Consulting, and Allsep Planning than was initially thought. Additionally, as part of the FY 2025-2026 Master Fee Schedule update the CED Department shifted the majority of development fees from flat fees to deposit based fees to improve the cost recovery of City costs incurred by development projects. Under this updated approach, CED accounts for deposits in a distinct account, separate the revenues received from flat rate permitting fees.

There remains an ongoing need for on-call planning and environmental consulting services. The CED Department continues to process applications for a myriad of development applications. Because of the complexity and amount of time involved in analyzing state law, environmental conditions, and land use, the CED Department continues to need assistance from consulting firms to provide guidance on the California Environmental Quality Act (CEQA) process and to prepare the necessary land use and environmental documents.

ANALYSIS:

All three consultants have consistently demonstrated they have staff with the ability to deliver high-quality services, and they have been instrumental in moving development applications through the City’s entitlement phase. As such, the CED Department has assigned M-Group, Ratcliffe Consulting, and Allsep Planning to project manage complex large development projects, to ensure the projects move through the entitlement process as efficiently as possible. Once projects are entitled, applicants can proceed with construction and completing their projects, including new housing and commercial developments.

Accordingly, the additional consultant support will further the following goals from the City Council’s Three-Year Strategic Plan for Fiscal Year 2025-2028 (https://www.cityofsanrafael.org/fy2025-2028- strategic-plan/):
• Goal A1: Strengthen the local economy by supporting existing business and attracting new enterprises.
• Goal D.2: Advance the development of new housing across all affordability levels to meet the state’s Regional Housing Needs Allocation (RHNA) requirements as outlined in the City’s Housing Element, ensuring diverse, sustainable, and equitable housing opportunities for all residents.

Because M-Group, Ratcliffe Consulting, and Allsep Planning are nearing the not to exceed amounts of their current agreements, and they are currently working on projects in the development pipeline, staff recommends that the City Council authorize the City Manager to enter into a new professional services agreement for on-call planning and environmental consulting services with M-Group, Ratcliffe Consulting, and Allsep Planning through end of June 2026 for a total contract amount not to exceed $200,000 per agreement. This will cover existing commitments for project management, as well as allow staff to request assistance from the firm as needed on a project-by-project basis. The CED Director will review and approve each individual project, scope of work, and cost estimates. The CED Department will ensure that project applicants fund any costs incurred by the City in processing their applications.

FISCAL IMPACT:

The staff recommendation presented in this staff report would authorize professional services contracts totaling $600,000. Of this total, up to $100,000 will be funded from the existing CED FY 25-2026 Contractual Services budget. To support the remaining $500,000, staff recommends a supplemental budget appropriation. This additional appropriation is needed to cover costs associated with increased development activity through the end of the current fiscal year and would be supported by offsetting increases in projected planning fee revenues paid by the project applicants. The supplemental budget appropriation of $500,000 would be appropriated within the City’s Development Services Fund (207).

Through the City’s developer deposit process, applicants fully reimburse the cost of the consultants’ work to process their applications.

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

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

1. Authorize the City Manager to enter into the agreements.

2. Authorize the City Manager to enter into the agreements with modifications.

3. Direct staff to return with more information.

4. Take no action.

RECOMMENDED ACTION:

ATTACHMENTS:

1. Resolution

2. Professional Services Agreement with M-Group Consulting

3. Professional Services Agreement with Allsep Planning

4. Professional Services Agreement with Ratcliffe Consulting

Page 1 of 2 ends

RESOLUTION NO. ______

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE PROFESSIONAL

SERVICES AGREEMENTS WITH M-GROUP CONSULTING SERVICES, RATCLIFFE

CONSULTING, AND ALLSEP CONSULTING FOR ON-CALL PLANNING AND ENVIRONMENTAL CONSULTING SERVICES IN AN AMOUNT NOT TO EXCEED $200,000 FOR EACH AGREEMENT AND AUTHORIZING SUPPLEMENTAL FY 2025-26 BUDGET APPROPRIATIONS TOTALLING $500,000
WHEREAS, the City of San Rafael’s Community and Economic Development (CED) Department is processing a significant level of development-related applications, which require analyzing projects for compliance with planning and environmental laws; and
WHEREAS, to address the increased amount of development applications, in 2024 and 2025, the CED Department entered into professional services agreements to provide on-call planning and environmental consulting services with M-Group for a total amount not to exceed $250,000, Ratcliffe Consulting for a total amount not to exceed $75,000, and Allsep Planning for a total amount not to exceed $75,000; and
WHEREAS, San Rafael Municipal Code Section 2.55.100.D exempts professional services from competitive bidding requirements; and
WHEREAS, these consultants have consistently demonstrated that they have staff with the ability and flexibility to deliver high-quality services; and WHEREAS, these consultants have been instrumental in moving development applications through the City’s entitlement phase; and
WHEREAS, the CED Department anticipates exhausting the contract amount of all three current contracts quickly; and
WHEREAS, the CED Department has major development projects in need of planning and environmental review; and
WHEREAS, all three consultants are currently engaged in planning support on developerdeposit projects; and WHEREAS, all three consultants are prepared to continue offering professional services for the processing of general planning and environmental consulting for major developments; and WHEREAS, project applicants are responsible for reimbursing the City for the costs incurred by the City in processing their development applications; and WHEREAS, the CED Department will fund the costs of a new professional services agreement with all three consultants through reimbursement agreements with project applicants.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael finds the foregoing recitals are true and correct, and authorizes the City Manager or their designee to execute a professional services agreement with M-Group for an amount not to exceed $200,000 for a one-year time period; and

Page 2 of 2 ends

FURTHER RESOLVED, that the City Council of the City of San Rafael authorizes the City Manager or their designee to execute a professional services agreement with Ratcliffe Consulting for an amount not to exceed $200,000 for a one-year time period; and FURTHER RESOLVED, that the City Council of the City of San Rafael authorizes the City Manager or their designee to execute a professional services agreement with Allsep Planning for an amount not to exceed $200,000 for a one-year time period; and FURTHER RESOLVED, that the City Council authorizes supplemental budget appropriations of $500,000 within the Development Services Fund (207) to support these agreements, via increased planning fee revenues expected to be received from development project applicants.

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 special meeting of the City Council of said City held on Monday, the 15th day of September 2025, by the following vote, to wit:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
_______________________
LINDSAY LARA, City Clerk
v. Feb 2025 Page 1

CITY OF SAN RAFAEL

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Contract”) is entered into by and between the City of San Rafael (“City”) and __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, and is effective on _____________________ (“Effective Date”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Contract.”

RECITALS
A. City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and
B. Contractor 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. Contractor acknowledges that the execution of this Contract by the City is predicated upon the representations made in Contractor’s proposal dated _________________ submitted to the City; and
D. 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:

CONTRACT

1. WORK TO BE PERFORMED.

Except as otherwise may be expressly specified in this Contract, Contractor 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 WORK.”.

On-Call Planning Services
CA
M-Group
Not dated
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2. COMPENSATION.

In consideration for Contractor’s complete performance of the Scope of Work, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A, up to the not-to-exceed amount of $_____________.

Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%).

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

3. TERM OF CONTRACT.

This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or ___________________________ from the Effective Date, whichever comes first, unless terminated or amended as provided herein.

4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.

Contractor represents that it has the necessary professional skills to perform the work required and the City shall rely on such skills of the Contractor to do and perform the work. In performing the work hereunder Contractor shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by Contractor hereunder.

Contractor represents that it has reviewed Exhibit A and that in its professional judgment the work to be performed under this Contract can be performed for a fee within the maximum amount set forth herein and within the times specified.

Contractor represents that it possesses all necessary training, licenses and permits to perform the Scope of Work and that its performance of the Scope of Work will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Scope of Work working on similar, successfully completed projects.

The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been One Year
200,000
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apparent or detected at the time of such payment, inspection, review or approval.

5. PROJECT COORDINATION.

A. City’s Project Manager. ________________________________ is hereby designated the Project Manager for the City and said Project Manager shall supervise all aspects of the progress and execution of this Contract.

B. Contractor’s Project Director. Contractor shall assign a single Project Director to have overall responsibility for the progress and execution of this Contract for Contractor. ___________________________________ is hereby designated as the Project Director for Contractor. Should circumstances or conditions subsequent to the execution of this Contract require a substitute Project Director, for any reason, the Contractor shall notify the City within ten (10) business days of the substitution.

6. TERMINATION.

A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor.

B. Notwithstanding the provisions of (A) above, City may with or without cause, direct Contractorto suspend, delay or interrupt the work, in whole or in part, for such periods of time as City may determine in its sole discretion.

C. City may terminate this Contract in whole, or from time to time in part, for default, should Contractor commit a material breach of this Contract, or part thereof, and not cure such breach within ten (10) calendar days of the date of City’s written notice to Contractor demanding such cure, in which case Contractor shall be liable to City for all loss, cost, expense, damage and liability resulting from such breach and termination.

D. City may terminate this Contract in whole, or from time to time in part, for convenience, whenever City determines that such termination is in City’s best interests, in which case Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide, but may recover no other cost, damage or expense. Contractor shall continue its work throughout the course of any dispute, and Contractor’s failure to continue work during a dispute shall be a material breach of this Contract.

E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds.

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

Heather Hines
Margaret Kavanaugh-Lynch
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G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination.

7. INSURANCE REQUIREMENTS.

During the term of this Contract, and for any time period set forth in Exhibit B, Contractor 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 work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B.

8. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, Contractor 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 Contractor’s performance of its obligations or conduct of its operations under this Contract. The Contractor'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 Contractor'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 Contractor’s work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of or operations under this Contract, Contractor 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 work to be performed by Contractor under this Contract 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, Contractor 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, Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Page 5
recklessness, or willful misconduct of Contractor, or any sub Contractors, 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 Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract and shall survive the termination or completion of this Contract for the full period of time allowed by law.

9. PREVAILING WAGE.

If the work to be performed under this Contract is for services where prevailing wages are required by State law, Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department upon request and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Contract. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Contract.

10. NOTICES.

All notices and other communications required or permitted to be given under this Contract, including any notice of change of address, shall be in writing and given by email, 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 email, 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:
[As identified in item 5.A]
___________________________
San Rafael, CA 94901
Email: ______________________
To Contractor’s Project Director:
[As identified in item 5.B]
___________________________
___________________________
Email: ______________________
1400 Fifth Ave
Santa Rosa, CA 94504
[email protected] [email protected] 1275 4th Street, #265
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11. LIABILITY OF CITY.

Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment of the compensation provided for in Paragraphs 1 and 2 of this Contract, Notwithstanding any other provision of this Contract, in no event shall City be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Contract, the Scope of Work, or the Project.

City shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its employees, even though such equipment be furnished, rented or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and shall exonerate, indemnify, defend and save harmless City from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the Contractor, its employees, City employees or third parties, or to property belonging to any of the above.

Nothing in this Contract shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Contractor may have under this Contract or any applicable law. All rights and remedies of City or Contractor, whether under this Contract or other applicable law, shall be cumulative.

12. MEDIATION.

Unless waived by the City, should any dispute arise out of this Contract, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Unless the City waives this requirement, Contractor shall not be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

13. GENERAL TERMS AND CONDITIONS.

This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:

City Clerk
_________________________________
________________________________,
_________________________________
CONTRACTOR:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If Contractor is a corporation, second
corporate officer signature required]
__________________________________
By: ____________________________
Name: ____________________________
Title: _____________________________
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EXHIBIT A

SCOPE OF WORK
This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes:

1. Description of the Work:

Section 1.01 Description: The Planning Consultant shall provide professional planning services to the City, including review and processing of development applications, preparation of staff reports and presentations, attendance at public hearings and community meetings, and coordination with City staff, applicants, and outside agencies.

The consultant may also prepare CEQA documents and environmental review reports for specific projects. Additionally, the Planning Consultant can support the City with City initiated projects or advanced planning efforts as needed, including but not limited to zoning amendments, housing element implementation, community outreach efforts, Commission trainings, and project management assignments.

2. Specific Tasks:

As part of the Scope of Work, the Contractor shall perform the following tasks:

Section 1.02 Task 1 – Review development applications, prepare staff reports and presentations, and coordinate with City staff, applicants, and outside agencies.

Section 1.03 Task 2 – Provide technical expertise on land use, zoning, and other planning services as assigned

2.1 Task 3 – Prepare CEQA documents and environmental review reports for the 1230 Fifth Avenue Project. Based on Contractor’s proposal dated June 30, 2025, Contractor will perform the following tasks:

Task 3.1 - PROJECT KICK OFF & PROJECT MANAGEMENT
Sub Task 3.1.1 Project Kick-Off
Contractor will facilitate a kick-off meeting with City staff and, as appropriate, the applicant team. The following identifies the key objectives of the kick-off meeting:
• Agree upon preferred communication protocols
• Confirm scope of work, refine as needed
• Confirm project schedule
• Identify anticipated data needs
• Confirm state agency and tribal governments requiring consultation and/or notification
• Schedule recurring meetings (optional)
Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 Sub Task 3.1.2 Project Management
This provides for ongoing project management throughout the project’s environmental review process. Contractor will be available throughout the course of the project to correspond with City staff and the applicant team, as appropriate.

Krystle Rizzi will serve as the Project Manager and will be the primary point of contact for the City.

TASK 3.2 - BACKGROUND REVIEW, AGENCY REFERRAL & DATA NEEDS Sub Task 3.2.1 Background Research & Data Needs
Contractor will conduct background research, including site conditions, land use policies and regulations, and review prior site documentation or studies. Under this task, Contractor will prepare a data needs memorandum identifying additional information needed to complete the CEQA analysis.

Sub Task 3.2.2 Agency Referral
Contractor will advise the City in conducting outreach to regulatory agencies to ensure that interested agencies have an opportunity to provide input on environmental topics of concern early in the CEQA process. If needed, Contractor will prepare tribal notification consistent with the requirements of AB 52 and if desired, will assist the City in responding to a consultation request.

TASK 3.3 - TECHNICAL STUDIES
Sub Task 3.3.1 Technical Studies/Project Materials Review Contractor will review all project materials and technical studies to ensure that the analyses are adequate for CEQA purposes, that conclusions rely on sound assumptions, and that appropriate methodology is utilized. It is assumed that the following information has been or will be provided to the City by the applicant team and made available to Contractor:
• Project Plans & Narratives
• Phase 1 Environmental Site Assessment
• Arborist Report
• Geotechnical/Soils Report
• Noise/Vibration Study
• Traffic Impact Study
• Stormwater Management Plan
Contractor will incorporate the result of the technical studies and other relevant project information into the environmental review document as appropriate to support the conclusions of the analysis. Technical studies will serve as substantial evidence to support the CEQA determination.

Sub Task 3.3.2 Construction Air Quality Analysis, Health Risk Assessment Baseline Environmental Consulting will prepare an Air Quality Technical Study including review of construction criteria pollutants, health risks associated with construction emissions, and health risks associated with cumulative sources of toxic air contaminant (TACs) in the project vicinity. Findings, methodology and recommendations will be presented in a Technical Memorandum and will be used to support the CEQA Analysis.

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 Sub Task 3.3.3 Geotechnical Feasibility Report Peer Review Contractor’s subconsultant Baseline Environmental Consulting will complete a thorough Peer Review of the Geotechnical Feasibility Report prepared by Miller Pacific Engineering Group to ensure completeness and accuracy.

Sub Task 3.3.4 Noise and Vibration Assessment Peer Review Baseline Environmental Consulting will complete a thorough Peer Review of the Noise and Vibration Assessment prepared for the applicant by Illingworth & Rodkin to ensure completeness and accuracy.

Sub Task 3.3.5 Transportation Impact Study Peer Review
Contractor’s subconsultants W-Trans will complete a thorough Peer Review of the Draft Transportation Impact Memorandum prepared by Kimley-Horn to ensure completeness and accuracy.

TASK 3.4 - ENVIRONMENTAL REVIEW
Sub Task 3.4.1 Administrative Draft Exemption Justification Memo Contractor will prepare an Exemption Justification Memorandum that documents the project’s qualification for use of a categorical exemption from CEQA under Class 32 Infill Development. This will include a review of exceptions in 15300.2. The Exemption Justification Memo will be provided to the City for review.

Sub Task 3.4.2 Public Draft Exemption Justification Memo Following the City’s review of the Exemption Justification Memo, Contractor will prepare a final memo for inclusion with public hearing materials. Contractor will draft a Notice of Exemption to be filed upon project approval and will coordinate with the City to ensure timely filing with the County Clerk and posting to CEQAnet.

TASK 3.5 | PUBLIC HEARINGS & CEQA FILINGS
Sub Task 3.5.1 Public Hearing Preparation & Attendance
This subtask provides for attendance at one Planning Commission hearing and support with staff report materials, presentations, and to answer questions regarding the environmental findings.

Sub Task 3.5.2 Notices and State Clearinghouse Filing
This subtask provides for preparation of a Notice of Exemption to be delivered to the City for use in filings. It is assumed that the City will carry out all local filings, notices, postings, and publications. With City authorization, Contractor will post environmental review documents, supporting materials, notices, and required forms to the State Clearinghouse.

2.4 - Task 4 - Prepare CEQA documents and environmental review reports for the 1030 Third Street project. Based on Contractor’s proposal dated June 19, 2025, Contractor tasks include ongoing coordination with the project team, review and input on adequacy of applicant prepared technical studies, and preparation of an exemption Justification Memorandum that documents the project’s qualification for an exemption from CEQA under Class 32 Infill Development (CEQA Guidelines Section 15332) and evaluates any exceptions in accordance with CEQA Guidelines Section 15300.2.

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0

2.5 Task 5– Prepare CEQA documents and environmental review reports for defined projects as needed. Contractor will submit a proposal to City for approval prior to work beginning.

DELIVERABLES
Contractor’s deliverables under the Contract are enunciated throughout the Contract and include but are not limited to the following:

1. Project Deliverables:
• Staff reports and presentations materials for Planning Commission, City Council and community meetings
• Meeting participation as required
• CEQA documents including draft and final CEQA reports, environmental review documents, and supporting technical studies prepared in compliance with applicable state and local requirements • Technical Memoranda including written guidance and technical analyses related to land use, zoning and planning matters • For the 1230 Fifth Avenue Project, deliverables are as follows:
o Task 3.1 Deliverable(s):
i Agenda and facilitation of project kick-off meeting
ii Regularly scheduled check-ins and project updates
iii Monthly invoicing
o Task 3.2 Deliverable(s):
i Data Needs Memo
ii Draft Agency Referral Letter(s) (as appropriate)
iii Draft AB 52 Letter(s) + Participation in tribal
consultation(s) (if requested)
o Task 3.3.2 Deliverable(s):
i Air Quality Technical Memorandum
o Task 3.3.3 Deliverable(s):
i Geotechnical Feasibility Report Peer Review
o Task 3.3.4 Deliverable(s):
i Noise and Vibration Assessment Peer Review
o Task 3.3.5 Deliverable(s):
i Transportation Impact Study Peer Review
o Task 3. 4 Deliverable(s):
i Administrative Draft Exemption Justification Memo
ii Final Draft Exemption Justification Memo
iii Notice of Exemption
o Task 3.5 Deliverable(s):
i Draft and Final Notice of Exemption
ii State Clearinghouse Forms
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METHOD OF PAYMENT
Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis set forth herein by the checked boxes below:
☒ A fixed fee for the work performed

1.1 For project-specific CEQA reports an NTE amount will be submitted with the proposal prior to work beginning.
☒ An hourly rate for the work performed based on the following hourly rates:

For the 1230 Fifth Avenue Project:

For the 1030 Third Street Project:

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 For all other tasks:

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0

SCHEDULE
List/Describe Project Schedule
Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 – END OF EXHIBIT A –
Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit B-1

EXHIBIT B

INSURANCE REQUIREMENTS
During the term of this Contract, and for any time period set forth below, Contractor 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 work under this Contract 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 Contract, Contractor shall maintain, at no expense to City, the following insurance:

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 work required to be performed under this Contract, 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 Contractor's performance under this Contract. Where Contractor is a professional not required to have a professional license, City reserves the right to require Contractor to provide professional liability insurance pursuant to this section.

4. Workers’ compensation. If it employs any person, Contractor 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. Contractor’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 Contractor 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 Contractor’s insurance Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit B-2
policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as 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 Contract, Contractor hereby grants to City a waiver of any right to subrogation which any insurer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor 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 Contract, 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 Contract.

7. The limits of insurance required in this Contract 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 Contract 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 Contract; 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 Contract are sufficient to cover the obligations of the Contractor under this Contract.

9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor 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 Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review.

10. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Scope of Work reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Contract.

Any 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 Contractor'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 selfinsured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses.

D. Proof of Insurance. Contractor shall provide to the Project Manager all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Contract; (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 Contract. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. 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.

Failure to comply with these requirements shall be considered a material breach of contract.

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit C-1

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. COMPLIANCE WITH ALL LAWS.

Contractor 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 Contract. Contractor shall perform all work under this Contract in accordance with these laws, ordinances, codes and regulations. Contractor 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.

2. PROVISIONS DEEMED INSERTED.

Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract 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 will be deemed amended accordingly.

3. SEVERABILITY.

If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect.

4. OWNERSHIP OF DOCUMENTS.

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

5. INSPECTION AND AUDIT.

Upon reasonable notice, Contractor shall make available to City, or its agent, for inspection and audit, all documents and materials maintained by Contractor in connection with its performance of its duties under this Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Projectrelated records for a period of three (3) years from completion of the work.

6. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Contract 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 Contract or any rights, duties Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit C-2
or obligations arising hereunder shall be void and of no effect.

7. WORKERS' COMPENSATION.

Contractor certifies that it is aware of the provisions of the Labor Code of the State of California 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 Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract.

8. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract.

9. NO THIRD PARTY BENEFICIARIES.

City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party.

10. INDEPENDENT CONTRACTOR.

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

11. ENTIRE CONTRACT -- AMENDMENTS.

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

B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City.

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

D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit C-3
except by a written amendment to this Contract signed by the Contractor and the City.

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

12. SET-OFF AGAINST DEBTS.

Contractor agrees that City may deduct from any payment due to Contractor under this Contract, any monies which Contractor owes City under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.

13. WAIVERS.

The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, 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 Contract, 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 Contract or any applicable law, ordinance or regulation.

14. CITY BUSINESS LICENSE / OTHER TAXES.

Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor 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 Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).

15. SURVIVAL OF TERMS.

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

16. GOVERNING LAW.

This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract.

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 v. Feb 2025 Exhibit C-4

17. CONFLICT 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 policy or in violation of any California law, including under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

18. AUTHORIZATION.

Each individual signing above warrants that they are authorized to do so by the party that they represent, 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 section 313.

19. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Contract 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.

Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0

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

All following documents are attached as reference material.

RESPONSIBLE PARTY DESCRIPTION COMPLETED
Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form
Department Director Review and approve agreement
Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:

Contracting Department:

Project Manager:

Contractor Name:

Contractor’s Contact: Contact’s Email:

City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700
M-Group
9/15/25
Heather Hines [email protected]
X
Community and Economic Development
X
Margaret Kavanaugh-Lynch
Docusign Envelope ID: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 Certificate Of Completion
Envelope Id: 23EBB0C0-FB30-4630-A438-D328CA22BBC0 Status: Sent Subject: DocuSign: PSA with M-Group for On-Call Planning Services Source Envelope:

Document Pages: 23 Signatures: 0 Envelope Originator:

Certificate Pages: 4 Initials: 0 Ariel Gutierrez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
111 Morphew St
San Rafael, CA 94901
[email protected]
IP Address: 199.88.113.8
Record Tracking
Status: Original
9/5/2025 3:43:29 PM
Holder: Ariel Gutierrez
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Micah Hinkle
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nataly Torres
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Finance
Signing Group: Finance
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Heather Hines
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Geoff Bradley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Andrea Visveshwara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Nataly Torres
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cristine Alilovich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 8/8/2025 5:50:59 PM
ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306
City Clerk
Signing Group: City Clerk
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Sent: 9/5/2025 4:16:06 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/5/2025 4:16:06 PM
Envelope Updated Security Checked 9/8/2025 8:36:20 AM
Envelope Updated Security Checked 9/8/2025 8:36:20 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.

You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of San Rafael:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of San Rafael of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Cristine Alilovich
previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of San Rafael
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of San Rafael
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the checkbox next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.
v. Feb 2025 Page 1

CITY OF SAN RAFAEL

NOW, THEREFORE, the parties hereby agree as follows:

CONTRACT

1. WORK TO BE PERFORMED.

CA
On-Call Planning Services
Allsep Planning
not dated
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Page 2

2. COMPENSATION.

3. TERM OF CONTRACT.

4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.

The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been One Year
200,000
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Page 3
apparent or detected at the time of such payment, inspection, review or approval.

5. PROJECT COORDINATION.

6. TERMINATION.

A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor.

E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds.

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

Margaret Kavanaugh-Lynch
Jayni Allsep
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Page 4
G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination.

7. INSURANCE REQUIREMENTS.

8. INDEMNIFICATION.

B. Where the work to be performed by Contractor under this Contract 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, Contractor 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, Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Page 5
recklessness, or willful misconduct of Contractor, or any sub Contractors, 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.

9. PREVAILING WAGE.

10. NOTICES.

To City’s Project Manager:
[As identified in item 5.A]
___________________________
San Rafael, CA 94901
Email: ______________________
To Contractor’s Project Director:
[As identified in item 5.B]
___________________________
___________________________
Email: ______________________
70 Village Circle
San Rafael, CA 94903
[email protected]
1400 Fifth Avenue
[email protected]
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Page 6

11. LIABILITY OF CITY.

12. MEDIATION.

13. GENERAL TERMS AND CONDITIONS.

This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference.
[Signatures are on the following page.]
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Page 7
IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:

EXHIBIT A

SCOPE OF WORK
This is an Exhibit attached to, and made a part of, the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes:

1. Description of the Work:

1.1 Description: The Planning Consultant shall provide professional planning services to the City, including review and processing of development applications, preparation of staff reports and presentations, attendance at public hearings and community meetings, and coordination with City staff, applicants, and outside agencies. The consultant may also prepare CEQA documents and environmental review reports for specific projects. Additionally, the Planning Consultant can support the City with City initiated projects or advanced planning efforts as needed, including but not limited to zoning amendments, housing element implementation, community outreach efforts, Commission trainings, and project management assignments.

2. Specific Tasks:

As part of the Scope of Work, the Contractor shall perform the following tasks:

2.1 Task 1 – Review development applications, prepare staff reports and presentations, and coordinate with City staff, applicants, and outside agencies.

2.2 Task 2 – Provide technical expertise on land use, zoning, environmental review, and other planning services as assigned

2.3 Task 3 – Prepare CEQA documents and environmental review reports for defined projects

DELIVERABLES
Contractor’s deliverables under the Contract are enunciated throughout the Contract and include but are not limited to the following:

1. Project Deliverables:
• Staff reports and presentations materials for Planning Commission, City Council and community meetings
• Meeting participation as required
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 • CEQA documents including draft and final CEQA reports, environmental review documents, and supporting technical studies prepared in compliance with applicable state and local requirements • Technical Memoranda including written guidance and technical analyses related to land use, zoning and planning matters • Ordinance and resolution preparation

METHOD OF PAYMENT
Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis set forth herein by the checked boxes below:
☒ A fixed fee for the work performed

1.1 For project-specific CEQA reports a NTE amount will be submitted with the proposal prior to work beginning.
☒ An hourly rate for the work performed based on the following hourly rates:

Hourly rates provided on rates sheet and as amended in January of each calendar year consistent with standard Allsep Planning rate sheet.

Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07

SCHEDULE
The project schedule for each project, task, and/or assignment shall be as established with the City based on the specifics of each project and consistent with required permit streamlining requirements and the City’s public hearing schedule.
– END OF EXHIBIT A –
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit B-1

EXHIBIT B

A. Scope of Coverage. During the term of this Contract, Contractor shall maintain, at no expense to City, the following insurance:

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.

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

2. The additional insured coverage under Contractor’s insurance Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit B-2
policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as ISO form CG20 01 04 13.

5. If the insurance is written on a Claims Made Form, then, following termination of this Contract, 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 Contract.

9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor 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 Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review.

Failure to comply with these requirements shall be considered a material breach of contract.

Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit C-1

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. COMPLIANCE WITH ALL LAWS.

2. PROVISIONS DEEMED INSERTED.

3. SEVERABILITY.

4. OWNERSHIP OF DOCUMENTS.

5. INSPECTION AND AUDIT.

6. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Contract 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 Contract or any rights, duties Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit C-2
or obligations arising hereunder shall be void and of no effect.

7. WORKERS' COMPENSATION.

8. NONDISCRIMINATION.

9. NO THIRD PARTY BENEFICIARIES.

10. INDEPENDENT CONTRACTOR.

11. ENTIRE CONTRACT -- AMENDMENTS.

B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City.

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

D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit C-3
except by a written amendment to this Contract signed by the Contractor and the City.

12. SET-OFF AGAINST DEBTS.

13. WAIVERS.

14. CITY BUSINESS LICENSE / OTHER TAXES.

15. SURVIVAL OF TERMS.

16. GOVERNING LAW.

Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 v. Feb 2025 Exhibit C-4

17. CONFLICT OF INTEREST.

18. AUTHORIZATION.

19. COUNTERPARTS AND ELECTRONIC SIGNATURE.

Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07

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

All following documents are attached as reference material.

Contracting Department:

Project Manager:

Contractor Name:

Contractor’s Contact: Contact’s Email:

City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700
Community and Economic Development
X
Allsep Planning
Jayni Allsep [email protected]
Margaret Kavanaugh-Lynch
X
Docusign Envelope ID: 451C9847-90BD-4C37-A9A0-D589255B9D07 Certificate Of Completion
Envelope Id: 451C9847-90BD-4C37-A9A0-D589255B9D07 Status: Sent Subject: DocuSign: PSA with Allsep Planning for On-Call Planning Services Source Envelope:

Document Pages: 18 Signatures: 0 Envelope Originator:

Certificate Pages: 4 Initials: 0 Ariel Gutierrez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
111 Morphew St
San Rafael, CA 94901
[email protected]
IP Address: 199.88.113.8
Record Tracking
Status: Original
9/5/2025 11:07:18 AM
Holder: Ariel Gutierrez
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Micah Hinkle
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nataly Torres
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Finance
Signing Group: Finance
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jayni Allsep
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Andrea Visveshwara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Nataly Torres
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cristine Alilovich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Sent: 9/5/2025 11:18:39 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/5/2025 11:18:39 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

CITY OF SAN RAFAEL

NOW, THEREFORE, the parties hereby agree as follows:

CONTRACT

1. WORK TO BE PERFORMED.

CA
On-Call Planning Services
Not dated
Ratcliffe Consulting, LLC
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Page 2

2. COMPENSATION.

3. TERM OF CONTRACT.

4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.

The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been 200,000
One Year
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Page 3
apparent or detected at the time of such payment, inspection, review or approval.

5. PROJECT COORDINATION.

6. TERMINATION.

A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor.

E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds.

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

Christina Ratcliffe
Margaret Kavanaugh-Lynch
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Page 4
G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination.

7. INSURANCE REQUIREMENTS.

8. INDEMNIFICATION.

B. Where the work to be performed by Contractor under this Contract 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, Contractor 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, Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Page 5
recklessness, or willful misconduct of Contractor, or any sub Contractors, 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.

9. PREVAILING WAGE.

10. NOTICES.

To City’s Project Manager:
[As identified in item 5.A]
___________________________
San Rafael, CA 94901
Email: ______________________
To Contractor’s Project Director:
[As identified in item 5.B]
___________________________
___________________________
[email protected] Email: _________________ [email protected]_____ Albany, CA 94706
1400 Fifth Avenue P.O. Box 6101
1191 Solano Ave
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Page 6

11. LIABILITY OF CITY.

12. MEDIATION.

13. GENERAL TERMS AND CONDITIONS.

This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference.
[Signatures are on the following page.]
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Page 7
IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:

EXHIBIT A

SCOPE OF WORK
This is an Exhibit attached to, and made a part of, the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes:

1. Description of the Work:

1.1 Description: The Planning Consultant shall provide professional planning services to the City, including review and processing of development applications, preparation of staff reports and presentations, attendance at public hearings and community meetings, and coordination with City staff, applicants, and outside agencies. Additionally, the Planning Consultant can support the City with City initiated projects or advanced planning efforts as needed, including but not limited to zoning amendments, housing element implementation, community outreach efforts, Commission trainings, and project management assignments.

2. Specific Tasks:

As part of the Scope of Work, the Contractor shall perform the following tasks:

2.1 Task 1 – Review development applications, prepare staff reports and presentations, and coordinate with City staff, applicants, and outside agencies.

2.2 Task 2 – Provide technical expertise on land use, zoning, review, and other planning services as assigned

DELIVERABLES
Contractor’s deliverables under the Contract are enunciated throughout the Contract and include but are not limited to the following:

1. Project Deliverables:
• Staff reports and presentations materials for Planning Commission, City Council and community meetings
• Meeting participation as required
• Technical Memoranda including written guidance and technical analyses related to land use, zoning and planning matters • Ordinance and resolution preparation

METHOD OF PAYMENT
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis set forth herein by the checked boxes below:
☒ An hourly rate for the work performed based on the following hourly rates:

Hourly rates provided on rates sheet and as amended in January of each calendar year consistent with standard Ratcliffe Consulting rate sheet.

Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 – END OF EXHIBIT A –
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit B-1

EXHIBIT B

A. Scope of Coverage. During the term of this Contract, Contractor shall maintain, at no expense to City, the following insurance:

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.

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

2. The additional insured coverage under Contractor’s insurance Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit B-2
policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as ISO form CG20 01 04 13.

5. If the insurance is written on a Claims Made Form, then, following termination of this Contract, 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 Contract.

9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor 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 Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review.

Failure to comply with these requirements shall be considered a material breach of contract.

Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit C-1

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. COMPLIANCE WITH ALL LAWS.

2. PROVISIONS DEEMED INSERTED.

3. SEVERABILITY.

4. OWNERSHIP OF DOCUMENTS.

5. INSPECTION AND AUDIT.

6. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Contract 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 Contract or any rights, duties Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit C-2
or obligations arising hereunder shall be void and of no effect.

7. WORKERS' COMPENSATION.

8. NONDISCRIMINATION.

9. NO THIRD PARTY BENEFICIARIES.

10. INDEPENDENT CONTRACTOR.

11. ENTIRE CONTRACT -- AMENDMENTS.

B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City.

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

D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit C-3
except by a written amendment to this Contract signed by the Contractor and the City.

12. SET-OFF AGAINST DEBTS.

13. WAIVERS.

14. CITY BUSINESS LICENSE / OTHER TAXES.

15. SURVIVAL OF TERMS.

16. GOVERNING LAW.

Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 v. Feb 2025 Exhibit C-4

17. CONFLICT OF INTEREST.

18. AUTHORIZATION.

19. COUNTERPARTS AND ELECTRONIC SIGNATURE.

Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36

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

All following documents are attached as reference material.

Contracting Department:

Project Manager:

Contractor Name:

Contractor’s Contact: Contact’s Email:

City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700
X
[email protected]
Margaret Kavanaugh-Lynch
Christina Ratcliffe
X
Community and Economic Development
Ratcliffe Consulting
Docusign Envelope ID: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 Certificate Of Completion
Envelope Id: 72E0DFD4-6EB8-4149-A6E9-F83FF746FA36 Status: Sent Subject: DocuSign: PSA with Ratcliffe Consulting, LLC for On-Call Planning Services Source Envelope:

Document Pages: 18 Signatures: 0 Envelope Originator:

Certificate Pages: 4 Initials: 0 Ariel Gutierrez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
111 Morphew St
San Rafael, CA 94901
[email protected]
IP Address: 199.88.113.8
Record Tracking
Status: Original
9/5/2025 11:20:00 AM
Holder: Ariel Gutierrez
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Micah Hinkle
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nataly Torres
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Finance
Signing Group: Finance
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Christina Ratcliffe
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Andrea Visveshwara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Nataly Torres
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cristine Alilovich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Sent: 9/5/2025 11:25:04 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/5/2025 11:25:04 AM
Envelope Updated Security Checked 9/9/2025 8:55:19 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.d
Meeting Date: September 15, 2025

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Grey Melgard, Senior Civil Engineer
April Miller,
Director of Public Works
City Manager Approval: __________
TOPIC: FISCAL YEAR 2025-26 LOCAL MEASURE AA ALLOCATION
SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE FUNDING AGREEMENT A-FY26-11 WITH THE TRANSPORTATION AUTHORITY OF MARIN IN THE AMOUNT OF $1,312,825 IN MEASURE AA FUNDING FOR FY 2025-26
RECOMMENDATION:

Staff recommends that the City Council adopt the attached Resolution, authorizing the City Manager to execute a Funding Agreement with the Transportation Authority of Marin (TAM) in the amount of $1,312,825.

BACKGROUND:

Marin County voters approved the authorization of Measure AA at the General Elections held on November 6, 2018, thereby authorizing that the Transportation Authority of Marin (TAM) be given the responsibility to administer the proceeds from a one-half cent transaction and use tax (Measure AA).

These measures authorize TAM to administer Measure AA funds for public right-of-way, multi-modal transportation projects identified by local agency public works directors and approved by their governing bodies.

As in past years, the City must approve a TAM funding agreement, in this case Agreement A-FY26-11, to release the Measure AA funds described above in the total amount of $1,312,825 for fiscal year (FY) 2025-26.

ANALYSIS: The Department of Public Works has utilized past Local Measure AA allocations for various public right-of-way capital projects. With the City Council’s approval, the current funding agreement will utilize the $1,312,825 allocation for the following projects:

1. Citywide Bicycle and Pedestrian Plan
a. Update to the City of San Rafael’s 2018 Citywide Bicycle and Pedestrian Plan to account for changing conditions and community desires, including a section on trails throughout the City and future trail projects.
b. Total Cost: $306,700; Measure AA Funds: $40,000

2. FY 2025-26 City-Led Sidewalk Repair Program
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
a. Maintenance and new construction on sidewalks to ensure pedestrian safety as well as compliance with Americans with Disabilities Act (ADA) requirements. b. Total Cost: $300,000; Measure AA Funds: $70,000

3. FY 2025-26 Bridge Maintenance and Support Program
a. Maintaining and repairing bridges within the City of San Rafael that fall into the Caltrans National Bridge Inventory (NBI) list and the non-NBI bridges. The program seeks funding for bridge rehabilitation and repairs, including the Caltrans Highway Bridge Program (HBP).
b. Total Cost: $75,000; Measure AA Funds: $75,000

4. FY 2025-26 Public Hillside & Roadway Stability Monitoring Program a. Protecting public infrastructure and maintaining access to the City’s rights-of-way by addressing aged and/or damaged hillside roadways and walls, and critical slopes. The program also supports the City’s response to unanticipated events, such as heavy rainstorms causing obstructions to roadways.
b. Total Cost: $300,000; Measure AA Funds: $300,000

5. FY 2025-26 Road Safety Implementation Program
a. This program focuses on feasibility assessments, grant procurement assistance, and implementation of small and/or low-cost improvement projects identified in the 2024 Marin County Local Road Safety Plan (adopted by San Rafael’s City Council in April 2024), in the 2018 San Rafael Bicycle and Pedestrian Master Plan Update, and by the TAM Safe Routes to School (SR2S) Program. This program will also include small-scale multi-modal projects and traffic studies, and implementation of relevant policies (Vision Zero, traffic calming, AB 43, AB 413, etc.).
b. Total Cost: $650,000; Measure AA Funds: $196,000

6. Third Street Rehab Post Construction PGE Meter Upgrades a. Following the completion of the Third Street Rehabilitation Project, this project will complete the remaining traffic signal upgrades by relocating the existing PG&E meter from the utility pole into the newly installed service pedestal at three intersections: (1) 3rd Street and Shaver Street, (2) 2nd Street and Shaver Street, and (3) 2nd Street and G Street. b. Total Cost: $50,000; Measure AA Funds: $50,000

7. Second Street Utility Undergrounding Phase 2
a. Following the utility underground work performed with the Third Street Rehabilitation Project, this project will underground the remaining three utility poles located on the south side of Second Street between Marquard Avenue and West Street. b. Total Cost: $300,000; Measure AA Funds: $34,853

8. Lincoln Avenue Multi-Modal Rehabilitation – Paloma Avenue to Los Ranchitos Road a. The project includes pavement resurfacing and updates to curb ramps with bulbouts along Lincoln Avenue in San Rafael. In addition, additional streetlights, curb extensions, and rectangular rapid flashing beacons will likely be placed at non-signalized pedestrian crossings across Lincoln Avenue.
b. Total Cost: $546,972; Measure AA Funds: $546,972
FISCAL IMPACT:

This agreement provides $1,312,825 in Measure AA funds to be used for the projects described above.

This funding is included in the City’s FY 2025-26 approved budget. The receipt of Measure AA funds SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
enables the City to utilize Gas Tax Fund (#206) resources for other equally important right-of-way projects.

OPTIONS:

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

1. Adopt a resolution as presented.

2. Do not adopt the resolution and provide further direction to staff.

RECOMMENDED ACTION:

ATTACHMENT:

1. Resolution

2. A-FY26-11 Funding Agreement
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE FUNDING AGREEMENT A-FY26-11 WITH THE TRANSPORTATION AUTHORITY OF MARIN IN THE AMOUNT OF $1,312,825 IN MEASURE AA FUNDING FOR FY 2025-26
WHEREAS, the voters of Marin County approved the authorizations of Measure AA at the General Elections held on November 6, 2018, thereby authorizing that TAM be given the responsibility to administer the proceeds from a one-half cent transaction and use tax (Measure AA); and
WHEREAS, Measures AA proceeds will be used to pay for the following projects as outlined in the City of San Rafael’s FY 2025-2026 Expenditure Plans:
• Citywide Bicycle and Pedestrian Plan
• FY 2025-26 City-Led Sidewalk Repair Program
• FY 2025-26 Bridge Maintenance and Support Program
• FY 2025-26 Public Hillside & Roadway Stability Monitoring Program • FY 2025-26 Road Safety Implementation Program
• Third Street Rehab Post Construction PGE Meter Upgrades • Second Street Utility Undergrounding Phase 2
• Lincoln Avenue Multi-Modal Rehabilitation – Paloma Avenue to Los Ranchitos Road; and
WHEREAS, TAM has requested that the City approve Funding Agreement AFY26-11 to release the City of San Rafael’s FY 2025-2026 allocation of $1,312,825 in Measure AA funds
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that the City Manager is hereby authorized to execute Funding Agreement A-FY26- 11 with TAM in the amount of $1,312,825 in Measure AA funds, to be allocated to various projects as described in the accompanying staff report.

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 15th day of September 2025, by the following vote, to wit:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
_________________
Lindsay Lara, City Clerk

Page 1 of 7 ends

TAM AGREEMENT A-FY26-11

FUNDING AGREEMENT

BETWEEN

TRANSPORTATION AUTHORITY OF MARIN
AND

CITY OF SAN RAFAEL
This AGREEMENT is made on date referenced on page 7, by and between the Transportation Authority of Marin, hereinafter referred to as “TAM”, a local public agency, and the City of San Rafael, hereinafter referred to as “RECIPIENT”, a local public agency.

SECTION 1. RECITALS

1. The voters of Marin County approved the authorization of Measure AA, thereby authorizing that TAM be given the responsibility to administer the proceeds from a transportation sales tax to fund transportation-related projects and programs in Marin County.

2. The proceeds will be used to pay for the programs and projects outlined in the Measure AA Expenditure Plan and further guided by the Measure AA Strategic Plan.

3. According to the Measure AA Expenditure Plan, local streets and roads funds are provided for local cities, towns, and Marin County (local agencies) under Category 2.1 to be used for any local transportation needs, including streets and roads projects, local transit projects, bicycle pedestrian projects and other transportation uses.

4. Each project will be required to consider the needs of all roadway users and, where feasible, locally defined bicycle and pedestrian projects will be implemented at the time a roadway is improved.

5. Local priorities would be determined by each local agency's Public Works Director with approval of their governing board in a public meeting.

6. On July 24, 2025, the TAM Board authorized the allocations of FY 25/26 Measure AA funds under Category 2.1 to local cities, towns, and Marin County.

SECTION 2. PURPOSE OF FUNDING AGREEMENT
This AGREEMENT is entered into by and between TAM and RECIPIENT to document the funding conditions necessary for the RECIPIENT to comply with applicable law and TAM policies and conditions (EXHIBIT A). This AGREEMENT consists of additional documents stated in these sections as being attached hereto and incorporated in the AGREEMENT by reference.

SECTION 3. PROJECT DEFINITION AND SCOPE
This AGREEMENT, approved through Resolution 2025-05 of TAM, in accordance with the requirements of TAM’s Measure AA Expenditure Plan and Strategic Plan is made for “Local Roads and Related Infrastructures” purposes identified in the RECIPIENT’s Measure AA Allocation Request Form (EXHIBIT B).

Additional information on project scope is included in the Measure AA Allocation Request Form.

Page 2 of 7 ends

SECTION 4. GRANT
TAM hereby grants to the RECIPIENT the sum of $1,312,825.00 as designated in Resolution No. 2025-05 (EXHIBIT D), approved July 24, 2025, which is included in this AGREEMENT by reference.

SECTION 5. COST ELIGIBILITY
Cost eligibility shall be determined by TAM’s Expenditure Plan and Strategic Plan policies. Funds may be used for any local transportation need identified by the RECIPIENT’s Public Works Director, including streets and roads projects, local transit projects, bicycle pedestrian projects and other transportation uses, as approved by the RECIPIENT’s governing board. Where feasible, locally defined bicycle and pedestrian projects will be implemented in conjunction with a related roadway improvement. This could include safety improvements, pedestrian facilities including disabled access, or bicycle facilities such as bike lanes or signage.

SECTION 7. PROJECT MANAGEMENT
RECIPIENT shall be responsible for the project and provide management of consultant and contractor activities for which RECIPIENT contracts, including responsibility for schedule, scope, and budget, consistent with TAM’s resolution allocating the grant unless otherwise agreed upon in writing.

SECTION 8. PROJECT OVERSIGHT
RECIPIENT shall cooperate with TAM’s project management team and shall provide any requested project information.

SECTION 9. ATTRIBUTION AND SIGNAGE
If any portion of grant funds is used for production of reports, acknowledgment of the TAM’s role shall be included in the documents. If any portion of grant funds is used for construction, RECIPIENT shall, upon initiation of field work or at the earliest feasible time thereafter, install and maintain a sign at the construction site identifying TAM Funds (e.g., TAM and RECIPIENT’s logos – “Your Measure AA Dollars at Work”). For non-construction capital purchases funded by any portion of grant funds, RECIPIENT shall affix permanent signage identifying TAM and TAM Funds as a funding source. RECIPIENT shall demonstrate compliance with attribution and signage requirements as an indispensable condition for authorization of Measure AA disbursement for project expenses.

SECTION 10. PRESS RELEASES
RECIPIENT shall notify TAM in advance of any press releases about project and program activities, particularly groundbreakings and ribbon cuttings, in connection with grant funds expended from this AGREEMENT.

Page 3 of 7 ends

SECTION 11. COMPLIANCE WITH LAW
In the performance of its obligations pursuant to this AGREEMENT, RECIPIENT shall keep itself fully informed of the federal, state, and local laws, ordinances and regulations in any manner affecting the performance of this Agreement, and must at all times comply with such laws, ordinances, and regulations as they may be amended from time to time.

SECTION 12. ENVIRONMENTAL COMPLIANCE
RECIPIENT shall undertake all environmental mitigation measures that may be identified as commitments in applicable documents (such as environmental assessments, environmental impact statements and reports, and memoranda of agreement) and comply with any conditions imposed as a part of a finding of no significant impact or a record of decision; all such mitigation measures are incorporated in this AGREEMENT by reference. Recipient shall be responsible for obtaining all necessary environmental permits for performance of work.

SECTION 13. FINANCES
All costs charged to the project shall be supported by properly prepared and documented time records, invoices, or vouchers evidencing in detail the nature and propriety of the charges and the basis for the percentage charged to TAM.

SECTION 14. RECORDS
All checks, payrolls, invoices, contracts, vouchers, journal entries, work orders, or other accounting documents pertaining in whole or in part to the project shall be maintained by RECIPIENT for a period of five (5) years after the later of project closeout or termination of grant.

Such project documents shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other similar documents not pertaining to the project.

SECTION 15. PAYMENT
TAM shall remit payment to RECIPIENT upon written request by the RECIPIENT after the execution of this AGREEMENT.

SECTION 16. ELIGIBLE EXPENSES
RECIPIENT shall expend funds only on eligible expenses as follows: operating costs, direct staff time (salary and benefits), consultants; right of way engineering and acquisition costs (including permitting), and competitively bid construction contracts. Indirect costs (as defined by OMB Circular A-87) and overhead costs will not be considered eligible expenses. Funds shall also be expended according to the applicable provisions of the Expenditure Plan and of the Public Utilities Code Section 180000 et seq.

TAM shall provide notice to RECIPIENT of any and all expenditures made by RECIPIENT which are not in compliance with this AGREEMENT or the Expenditure Plan promptly after TAM becomes aware of any such expenditures.

Page 4 of 7 ends

SECTION 17. AUDITS
TAM reserves the right at any time to conduct or require a financial or performance audit of the RECIPIENT'S compliance with this AGREEMENT. TAM will give advance notice of the requirement. RECIPIENT shall permit TAM, or any of its duly authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the project, and to audit the books, records, and accounts of the RECIPIENT and its contractors with regard to the project.

SECTION 18. THIRD PARTY CONTRACT AUDITS
TAM reserves the right to request an audit of other third-party contracts for any reason. If RECIPIENT is subject to third party financial audit requirements imposed by another funding source, copies of audits performed in fulfillment of such requirements shall be provided to the TAM.

SECTION 19. CLOSEOUT PROCEDURES AND PROJECT REPORT
RECIPIENT shall provide TAM with a Project Report as shown in EXHIBIT C. This report shall include the total expenditures for the approved scope, revenues from all funding sources applied for the approved scope of work. RECIPIENT shall provide supporting documentation for expenditures and revenues from its accounting and financial management system. RECIPIENT shall certify that the amounts sought are only for project elements included in the Allocation Request Form
SECTION 20. REPAYMENT OF INELIGIBLE COSTS
TAM reserves the right to offset RECIPIENT payback of ineligible costs against future grant approvals for this project or other projects in the Expenditure Plan for which RECIPIENT is the sponsoring agency.

SECTION 21. RIGHT TO WITHHOLD
If the above items are not provided to TAM by the annual due date and/or such items are found not to be in compliance with this AGREEMENT, Public Utilities Code Section 180000 et seq., the ballot measure or the Strategic Plan, TAM may withhold funds for future allocations from RECIPIENT until RECIPIENT has corrected any noted deficiencies to TAM’s satisfaction. While funds are being withheld, all interest on withheld funds shall be retained by TAM as an administrative fee.

SECTION 22. RESCISSION OF AUTHORIZATION OF FUNDS
TAM reserves the right to rescind its authorization of unneeded grant funds prior to, or at the time of, PROJECT closeout. Funds are determined to be unneeded if they are uncommitted at time of project closeout.

SECTION 23. TERMINATION FOR CAUSE
RECIPIENT agrees that, upon ten (10) working days written notice, TAM may suspend or terminate all or part of the financial assistance provided herein for failure to correct a breach of this AGREEMENT. Any failure to make reasonable progress, inconsistency with the Expenditure

Page 5 of 7 ends

Plan or Allocation Request Form, unauthorized use of grant funds as specified in this AGREEMENT, or other violation of the AGREEMENT that significantly endangers substantial performance of the project shall be deemed to be a breach of this AGREEMENT and cause for termination. Upon mutual consent, RECIPIENT will repay TAM any unexpended funds originally provided under this Agreement.

SECTION 24. CORRECTION OF BREACH
With respect to any breach which is reasonably capable of being cured, RECIPIENT shall have thirty (30) days from the date of notice of breach to initiate steps to cure. If RECIPIENT diligently pursues cure, such RECIPIENT shall be allowed a reasonable time to cure or by a time established in writing by TAM.

SECTION 25. LIABILITY
Neither TAM nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT under or in connection with any work, authority, or jurisdiction delegated to RECIPIENT under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, RECIPIENT shall fully defend, indemnify, and hold TAM harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RECIPIENT under or in connection with any work, or jurisdiction delegated to RECIPIENT under this AGREEMENT.

Neither RECIPIENT nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, TAM shall fully defend, indemnify, and hold RECIPIENT harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring in by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT.

In the event of concurrent negligence of RECIPIENT and TAM, the liability for any and all claims for injuries or damages to persons and/or property shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified.

SECTION 26. OBLIGATIONS
In general, termination of financial assistance under this AGREEMENT will not invalidate obligations properly incurred by RECIPIENT before the termination date; to the extent those obligations cannot be canceled.

SECTION 27. INTEGRATION
This AGREEMENT represents the entire AGREEMENT of the parties with respect to the subject matter thereof. No representations, warranties, inducements, or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.

Page 6 of 7 ends

SECTION 28. AMENDMENT
Except as otherwise provided herein, this AGREEMENT may not be changed, modified, or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this AGREEMENT shall be void and of no effect.

SECTION 29. INDEPENDENT AGENCY
RECIPIENT performs the terms and conditions of this AGREEMENT as an entity independent of TAM. None of RECIPIENT'S agents or employees shall be agents or employees of TAM.

SECTION 30. ASSIGNMENT
The AGREEMENT may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.

SECTION 31. BINDING ON SUCCESSORS, ASSIGNEES OR TRANSFEREES This AGREEMENT shall be binding upon the successor(s), assignee(s) or transferee(s) of TAM or RECIPIENT as may be the case. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this AGREEMENT other than as provided above.

SECTION 32. EXPENSES
Each party shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this AGREEMENT and the transactions hereby contemplated. RECIPIENT may not use GRANT funds, or other TAM programmed funds, for the aforementioned purpose.

SECTION 33. SEVERABILITY
Should any part of this AGREEMENT be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decisions shall not affect the validity of the remainder of this AGREEMENT, which shall continue in full force and effect; provided that the remainder of this AGREEMENT can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties.

SECTION 34. EXHIBITS
The following Exhibits are hereby made part of this AGREEMENT:

EXHIBIT A: Conditions on Local Infrastructure for All Modes EXHIBIT B: Allocation Request Form
EXHIBIT C: Project Report (Sample Format)
EXHIBIT D: TAM Board Resolution 2025-05

Page 7 of 7 ends

SECTION 35. ACCEPTANCE OF GRANT
RECIPIENT does hereby declare that all written statements, representations, covenants, and materials submitted as a condition of this AGREEMENT are true and correct and does hereby accept TAM’s grant and agrees to all of the terms and conditions of this AGREEMENT. The parties have executed this AGREEMENT as of the date first written above.

City of San Rafael: Transportation Authority of Marin
(TAM):

By: _______________________________
Cristine Alilovich _
Print Name
City Manager _
Print Title
By: _______________________________
Anne Richman, Executive Director
______________________________
Date
Approved as to form (optional):

By: _______________________________
City of San Rafael, Attorney
_______________________________
Print Name
T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Exhbit A Conditions.doc Page 1 of 2 Exhibit A
Conditions on Local Infrastructure for All Modes
Recipient agrees that it shall:

1. Agree to the formula used in the allocation of the funds as reflected in the respective Expenditure Plans and agree to the use of the State Department of Finance Estimates of Population figures (Report E-1, updated each May) for California cities and counties for the biennial update of the allocation formula.

2. Set up an appropriate system of interest-bearing accounts and reporting for funds received.

The accounting system shall provide adequate internal controls and audit trails to facilitate a periodic compliance audit for the funds which shall be maintained for the duration of the Agreement plus five years after discharge.

3. Provide TAM with the number of maintained road miles within Recipient’s jurisdiction which shall be consistent with the miles reported to state and federal agencies and that contained in the Recipient’s pavement management system. Recipient shall provide TAM with the number of maintained road miles biennially, even if there were no changes in the number of miles.

4. In the event Recipient’s expenditures in a fiscal year are less than the amount the Recipient has received, provide an explanation of why the revenues exceeded expenditures and how the Recipient plans to allocate the funds to future projects.

5. Within 60 working days of the end of each fiscal year, provide a Project Report for projects upon which funds were expended. The Project Report shall show the amount spent in that reporting year, including the total estimated project costs, the total expenditures to date, a brief description (including digital photographs) and location of the projects, and the benefits to be realized from said project (see Project Report, Exhibit C). The Report must also include a description and photograph of TAM signage and the number of signs posted.

6. As part of the Project Report, include a statement signed by the Recipient’s Public Works Director, certifying the Report’s compliance with the provisions of this AGREEMENT. A resolution by the Recipient’s governing board approving the project in a public meeting should be attached to the Report.

7. Provide updated and accurate information (including digital photographs of the projects before, during and after construction) for TAM’s website, highlighting projects or programs in which funds received by Recipient have been used.

8. Provide updated and accurate information on the Recipient’s website, in order to inform the public, on how funds are being used in the Recipient’s jurisdiction. Also provide a link on the Recipient’s website to TAM’s website.

9. Make available, upon request from TAM, Recipient’s administrative officer or designated staff to render a report or answer any and all inquiries in regard to its receipt, usage, and compliance audit findings of funds before the TAM Board.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Exhbit A Conditions.doc Page 2 of 2

10. If after the close of the third fiscal year, minimal or no funds have been expended on projects, TAM reserves the right to withhold the fifth year’s funds allocation until the Recipient’s allocation is drawn down.

11. Provide parcel land use information for the annual TAM transportation modeling update.

12. Provide evidence of Pavement Management System certification in accordance with section 2108.1 of the Streets and Highway Code. MTC requires cities and counties to submit pavement maintenance and rehabilitation projects for funding to utilize a Pavement Management Program.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 1 of 9 Exhibit B
Measure AA Allocation Request Form
Summary
Project or Program
Funding
Requested
Citywide Bicycle and Pedestrian Plan $40,000
FY2025-26 City-Led Sidewalk Repair Program $70,000
FY2025-26 Bridge Maintenance and Support Program $75,000 FY2025-26 Public Hillside & Roadway Stability Monitoring Program $300,000
FY2025-26 Road Safety Implementation Program $196,000
Third St Rehab Post Construction PGE Meter Upgrades $50,000 2nd Street Utility Undergrounding Phase 2 $34,853
Lincoln Avenue Multi-Modal Rehabilitation - Paloma Ave to Los Ranchitos Rd $546,972
Total Funds Requested $1,312,825
Measure AA Amount Available $1,312,825
Carryover $0

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 2 of 9 Exhibit B
Measure AA Allocation Request Form
Project 1 of 8

Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Citywide Bicycle and Pedestrian Plan (CBPP) Update Scope of Work: Update to the City of San Rafael’s 2018 Citywide Bicycle and Pedestrian Plan to account for changing conditions and community desires, including a section on trails throughout the City and future trail projects.

Cost of Scope: $40,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $40,000

Other Funding:

Project Delivery Schedule (include start & completion milestones): Project started in Winter 2025 and tentative completion in Spring 2027.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 3 of 9 Exhibit B
Measure AA Allocation Request Form
Project 2 of 8
Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: City-Led Sidewalk Repair Program
Scope of Work: Maintenance and new construction on sidewalks to ensure pedestrian safety, as well as compliance with Americans with Disabilities Act (ADA) requirements.

Cost of Scope: $70,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $70,000

Other Funding:

Project Delivery Schedule (include start & completion milestones): Project will start design in Fall 2025 and construction is tentatively scheduled for Spring 2026.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 4 of 9 Exhibit B
Measure AA Allocation Request Form
Project 3 of 8

Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Bridge Maintenance and Support Program
Scope of Work: Maintaining and repairing bridges within City of San Rafael that fall into the Caltrans National Bridge Inventory (NBI) list and the non-NBI bridges. The program seeks funding for bridge rehabilitation and repairs, including the Caltrans Highway Bridge Program (HBP).

Cost of Scope: $75,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $75,000

Other Funding:

Project Delivery Schedule (include start & completion milestones): Program to be started in Fall 2025 and completion in Summer 2026.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 5 of 9 Exhibit B
Measure AA Allocation Request Form
Project 4 of 8

Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Public Hillside and Roadway Stability Monitoring Program Scope of Work: Protecting public infrastructure and maintaining access to the City’s rights-of-way by addressing aged and/or damaged hillside roadways and walls, and critical slopes. The program also supports the City’s response to unanticipated events, such as heavy rainstorms causing obstructions to roadways.

Cost of Scope: $300,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $300,000

Other Funding:

Project Delivery Schedule (include start & completion milestones): Program to be started in Fall 2025 and expected to be complete in Summer 2026.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 6 of 9 Exhibit B
Measure AA Allocation Request Form
Project 5 of 8

Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Road Safety Implementation Program
Scope of Work: This program focuses on feasibility assessments, grant procurement assistance, and implementation of small and/or low-cost improvement projects identified in the 2024 Marin County Local Road Safety Plan (adopted by San Rafael’s City Council in April 2024), in the 2018 San Rafael Bicycle and Pedestrian Master Plan Update, and by the Transportation Authority of Marin (TAM) Safe Routes to School (SR2S) Program. This program will also include small-scale multi-modal projects and traffic studies, and implementation of relevant policies (Vision Zero, traffic calming, AB 43, AB 413, etc.)
Cost of Scope: $196,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $196,000

Other Funding:

Project Delivery Schedule (include start & completion milestones): Program to be started in Fall 2025 and expected to be complete in Summer 2026.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 7 of 9 Exhibit B
Measure AA Allocation Request Form
Project 6 of 8

Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Third Street Rehabilitation Post Construction PG&E Meter Upgrades Project Location(s):

Street Name Start Location End Location
3rd St and Shaver St At intersection At intersection
2nd St and Shaver St At intersection At intersection
2nd St and G St At intersection At intersection
Scope of Work: Following the completion of the Third Street Rehabilitation Project, this project will complete the remaining traffic signal upgrades by relocating the existing PG&E meter from the utility pole into the newly installed service pedestal at three intersections: (1) 3rd St and Shaver St, (2) 2nd St and Shaver St, and (3) 2nd St and G St.

Cost of Scope: $50,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $50,000

Other Funding:

Project Delivery Schedule (include start & completion milestones): The project is in progress.

Expected completion is Spring 2027.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 8 of 9 Exhibit B
Measure AA Allocation Request Form
Project 7 of 8
Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Second St Utility Undergrounding Phase 2
Scope of Work: Following the utility underground work performed with the Third St Rehabilitation Project, this project will underground the remaining three utility poles located on the south side of Second Street between Marquard Ave and West St.

Cost of Scope: $300,000

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $34,853

Other Funding: Local funds

Project Delivery Schedule (include start & completion milestones): The project is in progress.

Expected completion is Summer 2026.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Applications Received\San Rafael\Exhibit B ARF.docx Page 9 of 9 Exhibit B
Measure AA Allocation Request Form
Project 8 of 8
Implementing Agency: City of San Rafael
Fiscal Year of Allocation: FY 25/26
Project Name: Lincoln Ave Multi-Modal Rehabilitation – Paloma Ave to Los Ranchitos Rd Scope of Work: The project includes pavement resurfacing and updates to curb ramps with bulbouts along Lincoln Avenue in San Rafael. In addition, additional streetlights, curb extensions and rectangular rapid flashing beacons will look to be placed at non-signalized pedestrian crossings across Lincoln Ave.

Cost of Scope: $546,972

Measure AA Category 2.1 Funds Available Amount: $1,312,825 Total Requested Amount: $546,972

Other Funding: Local funds

Project Delivery Schedule (include start & completion milestones): The project is anticipated to begin in Fiscal Year 2026/2027.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Exhibit C Project Report for FY26 Funds CTP Questions v2.docx Page 1 of 3 Exhibit C
Project Report (sample format)

(due within 60 days of the end of each fiscal year)
Amount spent in this reporting year -
Total estimated project costs
Total expenditures to date
Project locations and descriptions
(please provide digital photographs for each project)
Benefits realized from project(s)
TAM signage:

Number of signs posted:

Attach a statement, signed by the City Public Works Director, certifying the reports compliance with the provisions of the funding Agreement
Attach a resolution by the Governing Board approving the project(s) Attach the project worksheet template (sample follows) for each project included in the Project Report.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Exhibit C Project Report for FY26 Funds CTP Questions v2.docx Page 2 of 3 Local Roadway Project Report, Part I
Name of roadway:

Project limits:

Jurisdiction:

Description of maintenance project:

Roadway’s Pavement Condition Index:

Date of last PCI Evaluation:

Multi-Modal and Safety-Related Considerations
According to the Measure AA Expenditure Plan, each local road project will be required to consider the needs of all roadway users. Where feasible, locally defined bicycle and pedestrian projects will be implemented at the time a roadway is improved. Improvements could include striping, and signing for bicycle lanes and bikeways, sidewalk improvements, curb ramps, and other accessibility and safety improvements.

Please discuss, in the following three sections, considerations for multi-modal and safety-related improvements as a part of the local road maintenance project.

1. Safety Improvements: Describe safety-related improvements considered as a part of the project (refer to collision statistics, traffic volumes, roadway functional classification and other information, as appropriate). Discuss whether these improvements are feasible and indicate if they could or could not be included as a part of the project. If not, state why.

2. Pedestrian and Disabled Persons Facilities: Describe pedestrian and ADA-related improvements considered as a part of the project (refer to pedestrian master plans, ADA transition plans, school and transit access considerations, and other information, as appropriate). Discuss whether these improvements are feasible and indicate if they could or could not be included as a part of the project. If not, state way.

3. Bicycle Facilities: Describe bicycle-related improvements considered as a part of the project (refer to bicycle master plans and other information, as appropriate). Discuss whether these improvements are feasible and indicate if they could or could not be included as a part of the project. If not, state why.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.1\FY 2526\Exhibit C Project Report for FY26 Funds CTP Questions v2.docx Page 3 of 3 Countywide Transportation Plan (CTP) Questionnaire
Please answer the below questions for every street and road improvement that were funded with Measure AA funds.

Does the project overlap the High Collision Network (CTP 2050 Fig. 11)? ☐ Yes ☐ No Is the project located on a Local Bike/Ped Plan network? ☐ Yes ☐ No Is the project located in a CTP Activity Hub (CTP 2050 Fig. 12) ☐ Yes ☐ No Is the project located on the CTP Active Transportation Network (CTP 2050 Fig. 14) ☐ Yes ☐ No

Page 1 of 3 ends

TAM RESOLUTION NO. 2025-05

RESOLUTION OF THE TRANSPORTATION AUTHORITY OF MARIN FOR THE ALLOCATION OF $6,622,797 IN MEASURE AA TRANSPORTATION SALES TAX FUNDS TO BELVEDERE,

CORTE MADERA, FAIRFAX, LARKSPUR, MILL VALLEY, NOVATO, ROSS, SAN ANSELMO,

SAN RAFAEL, SAUSALITO, TIBURON, AND MARIN COUNTY
WHEREAS, The voters of Marin County approved the authorization of Measure AA at the General Election held on November 6, 2018, thereby authorizing that TAM be given the responsibility to administer the proceeds from a one-half cent transaction and use tax (Measure AA funds); and
WHEREAS, Measure AA proceeds are used to pay for the programs and projects outlined in the Measure AA Expenditure Plans; and
WHEREAS, TAM has developed the Measure AA Strategic Plan to provide guidance on implementing the Measure AA Expenditure Plan; and
WHEREAS, The Measure AA Strategic Plan programs Measure AA funds to the four categories listed in the Expenditure Plan, including Category 2.1, Maintain and Manage Local Roads; and
WHEREAS, Measure AA funds for Category 2.1 are programmed under the Measure AA Strategic Plan to Marin County and the cities or towns of Belvedere, Corte Madera, Fairfax, Larkspur, Mill Valley, Novato, Ross, San Anselmo, San Rafael, Sausalito, and Tiburon for local infrastructure improvement projects that are prioritized by the respective Public Works Directors; and
WHEREAS, Measure AA funds for Category 2.1 can be used for street and road projects, local transit projects, and bicycle and pedestrian projects; and WHEREAS, Infrastructure improvement projects funded with Measure AA for Category

2.1 will be approved by the County’s and Cities’ governing boards at public meetings, and WHEREAS, The project sponsors are requesting funds that have been accumulated for FY2025-26; and
WHEREAS, These allocations are consistent with the Measure AA Strategic Plans; and WHEREAS, There are sufficient funds in the Category 2.1 line-items of the TAM’s approved FY2025-26 Annual Budget to cover the proposed actions; and WHEREAS, After reviewing the requests in coordination with project sponsors, TAM staff recommends allocating $6,622,797 in Measure AA funds as requested; now, therefore, be it RESOLVED, That the Transportation Authority of Marin hereby allocates a total of $6,622,797 in Measure AA funds for eligible projects under Category 2.1 for FY2025-26 as shown in the following table; and be it further
Exhibit D

Page 2 of 3 ends

FY2025-26 Available Funds
for Local Infrastructure
Measure AA
Category 2.1 Funds
Belvedere $64,405
Corte Madera $244,087
Fairfax $183,467
Larkspur $270,261
Mill Valley $364,846
Novato $1,187,690
Ross $65,000
San Anselmo $293,865
San Rafael $1,312,825
Sausalito $181,744
Tiburon $223,851
Marin County $2,230,756
Total Available $6,622,797
RESOLVED, That the Transportation Authority of Marin finds the allocations of these funds to be in conformance with the priorities and funding levels established in the Measure AA Expenditure Plan and the Measure AA Strategic Plan Update; and be it further RESOLVED, That the Transportation Authority of Marin hereby authorizes the actual expenditure (cash reimbursement) of funds for these activities to take place subject to the Fiscal Year Cash Flow Distribution Schedule; and be it further RESOLVED, That as a condition of this authorization for expenditure, the Executive Director shall impose such terms and conditions as are necessary for the project sponsors to comply with applicable law and adopted Authority policies and execute Funding Agreements with the respective project sponsors to that effect; and be it further RESOLVED, That as a condition of this authorization for expenditure, the referenced project sponsors shall provide the Authority with any other information it may request regarding the use of the funds hereby authorized.

Page 3 of 3 ends

PASSED AND ADOPTED at a regular meeting of the Transportation Authority of Marin held on the 24th day of July 2025, by the following vote:

AYES: Blaustein, Burdo, Bushey, Carapiet, Carmel, Dowling, Fredericks, Lucan, Milberg, Moulton-Peters, Sackett
NOES:

ABSENT: Andrews, Blash, Colbert, Paulson, Rodoni
ABSTAIN:
__________________________
Eric Lucan, Chair
Transportation Authority of Marin
ATTEST:
________________________________
Jennifer Doucette
Clerk of the Board
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.e
Meeting Date: September 15, 2025

FUNDING AGREEMENT
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE FUNDING AGREEMENT A-FY25-28 WITH THE TRANSPORTATION AUTHORITY OF MARIN

AND THE CITY OF SAN RAFAEL, THEREBY AUTHORIZING THE RECEIPT OF AN ALLOCATION OF $1,100,000 IN MEASURE AA FUNDING
RECOMMENDATION:

BACKGROUND:

These measures authorize TAM to administer Measure AA for public right-of-way, multi-modal transportation projects identified by local agency public works directors and approved by their governing bodies.

In September 2024, TAM issued the fifth cycle of grant funding for the Safe Pathways to Schools Program, which supports capital projects aimed at making physical improvements to enhance the safety of school trips utilizing Measure AA funding. The City of San Rafael submitted a total of four applications for projects in alignment with the grant requirements.

In April 2025, the City was notified that all four project applications were selected for funding. The City must approve a TAM funding agreement, specifically Agreement A-FY25-28, to release the Measure AA funds described above in the total amount of $1,100,000.

ANALYSIS:

With Council’s approval, the current funding agreement will utilize the $1,100,000 allocation for the following projects:

1. Rafael Meadows Pathway/South Merrydale Road Civic Center Connector Project a. The project will connect the physically isolated Rafael Meadows neighborhood on the west SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
side of the US-101 freeway to key destinations, including schools, the Marin Civic Center, SMART train station, retail, employment, and open spaces. By installing a new multi-use pathway along a freeway rail underpass, the project fills a critical gap in the existing network and will provide the only facility accessible to people of all ages and abilities who walk, bike, and use other non-motorized modes traveling between Rafael Meadows across US-101.
b. Total Project Cost: $3,376,000, Total Measure AA Received: $450,000

2. Woodland Avenue Safe Routes Project
a. The project will address a gap in the sidewalk west of the Woodland Avenue and Irwin Street intersection, improve the existing bike path, and refine the striping and intersections along Woodland Avenue.
b. Total Project Cost: $591,000, Total Measure AA Received: $450,000

3. Nova Albion Bikeway and Pathway Gap Closure
a. Improvements include the installation of a two-way buffered bikeway (“cycle track”) consisting of two bike lanes and a striped buffer on the west side of Nova Albion Way.

Additional upgrades include adding high-visibility ladder crosswalk markings and realigning roadway striping and removing parking spaces along the west side of Nova Albion Way to support the addition of the new cycle track and create a more secure travel path for both bicyclists and pedestrians.
b. Total Project Cost: $109,000, Total Measure AA Received: $100,000

4. Fifth Avenue and California Avenue Intersection Improvements a. Improvements include closing a sidewalk gap, adding curb extensions, installing greenbacked sharrows, and placing a speed hump at the intersection of Fifth Avenue and California Avenue, a key route to Sun Valley Elementary School. b. Total Project Cost: $154,000, Total Measure AA Received: $100,000 FISCAL IMPACT:

This agreement provides $1,100,000 in Measure AA funds to be used for the projects described above.

This funding was included in the fiscal year (FY) 2025-2026 budget approved by the City Council on June 2, 2025, as part of the Capital Improvement Program (CIP) budget for Projects #1, #3, and #4. Project #2 was projected to be included in the FY 2026-2027 Budget as part of the CIP budget and will be appropriated with the acceptance of next year’s budget.

OPTIONS:

The City Council has the following options to consider relating to this item:

1. Adopt a resolution as presented.

2. Do not adopt the resolution. This option would result in the City of San Rafael being unable to receive the funds from TAM for project use.

RECOMMENDED ACTION:

ATTACHMENTS:

1. Resolution

2. A-FY25-28 Funding Agreement
RESOLUTION NO.

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE FUNDING AGREEMENT A-FY25-28 WITH THE TRANSPORTATION AUTHORITY OF MARIN

AND THE CITY OF SAN RAFAEL, THEREBY AUTHORIZING THE RECEIPT OF AN ALLOCATION OF $1,100,000 IN MEASURE AA FUNDING
WHEREAS, Marin County voters approved the authorization of Measure AA at the General Elections held on November 6, 2018, thereby authorizing that the Transportation Authority of Marin (TAM) be given the responsibility to administer the proceeds from a one-half cent transaction and use tax (Measure AA); and WHEREAS, in September 2024, TAM issued a Fifth Cycle of grant funding for the Safe Pathways to Schools Program, which supports capital projects aimed at making physical improvements to enhance the safety of school trips utilizing Measure AA funding; and
WHEREAS, the City of San Rafael has been proactive and applied for the Safe Pathways to Schools Program grant funding; and
WHEREAS, in April 2025, the Transportation Authority of Marin (TAM) approved four grant applications by the City of San Rafael under the Fifth Cycle Safe Pathways to Schools Call for Projects funded by Measure AA; and
WHEREAS, Measures AA proceeds will be used to pay for the Rafael Meadows Pathway/South Merrydale Road Civic Center Connector Project, the Woodland Avenue Safe Routes Project, the Nova Albion Bikeway and Pathway Gap Closure Project, and the Fifth Avenue and California Avenue Intersection Improvements Project; and WHEREAS, TAM has requested that the City approve Funding Agreement AFY25-28 to release the City of San Rafael’s allocation of $1,100,000 in Measure AA funds; and
WHEREAS, appropriations of funding for the Rafael Meadows Pathway/South Merrydale Road Civic Center Connector Project, the Nova Albion Bikeway and Pathway Gap Closure Project, and the Fifth Avenue and California Avenue Intersection Improvements Project were included in the fiscal year (FY) 2025-2026 Budget approved by the City Council on June 2, 2025, as part of the Capital improvement Program budget; and
WHEREAS, appropriations of funding for the Woodland Avenue Safe Routes Project were projected to be included in the FY 2026-2027 Budget as part of the Capital Improvement Program budget and will be appropriated with the acceptance of next year’s budget.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Rafael, that the City Manager is hereby authorized to execute a funding agreement with the Transportation Authority of Marin for the Fifth Cycle Safe Pathways to Schools Projects included as Attachment 2 to the Staff Report.

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

Lindsay Lara, City Clerk
T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 1 of 8 TAM AGREEMENT A-FY25-28

FUNDING AGREEMENT

BETWEEN

TRANSPORTATION AUTHORITY OF MARIN
AND

CITY OF SAN RAFAEL
This AGREEMENT is made on date referenced on page 7, by and between the Transportation Authority of Marin, hereinafter referred to as “TAM,” a local public agency, and the City of San Rafael, hereinafter referred to as “RECIPIENT,” a local public agency.

SECTION 1. RECITALS

1. The voters of Marin County approved the authorization of Measure AA at General Elections held on November 6, 2018 thereby authorizing that TAM be given the responsibility to administer the proceeds from a one-half cent transaction and use tax.

2. The Measure AA Strategic Plan was developed to provide guidance on implementing the Measure AA Expenditure Plan.

3. The Measure AA Strategic Plan programs Measure AA funds over a 30-year period to the four categories listed in the Expenditure Plan, including Category 2.2 for large safe pathway projects and Category 3.3 for small safe pathway projects.

4. Safe Pathways to Schools Projects are capital projects aimed at making physical improvements to enhance the safety of school trips.

5. Four cycles of Safe Pathway funding were allocated in 2007, 2010, 2015, and 2020.

6. TAM issued a Fifth Cycle Safe Pathway Call for Projects and received small and large applications for funding.

7. The applications were evaluated in accordance to the Measure AA Expenditure Plan with the assistance of an Evaluation Committee and the Marin Public Works Association (MPWA).

8. The recommended small and large projects were approved for funding by the TAM Board on March 27, 2025.

SECTION 2. PURPOSE OF FUNDING AGREEMENT
This AGREEMENT is entered into by and between TAM and RECIPIENT to document the funding conditions necessary for the RECIPIENT to comply with applicable law and TAM policies. This AGREEMENT consists of additional documents stated in these sections as being attached hereto and incorporated in the AGREEMENT by reference.

SECTION 3. PROJECT DEFINITION AND SCOPE
This AGREEMENT, approved by TAM Board Action on March 27, 2025, in accordance with the requirements of TAM’s Measure AA Expenditure Plan and Strategic Plan, is made for the T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 2 of 8 funding of the following projects (“PROJECTS”) identified in the RECIPIENT’s Safe Pathway Project Information Sheets (Attached):
 Rafael Meadows Pathway/South Merrydale Road Civic Center Connector Project  Woodland Avenue Safe Routes Project
 Nova Albion Bikeway and Pathway Gap Closure
 Fifth Avenue and California Avenue Intersection Improvements Additional information on project scopes are included in the Safe Pathway Project Information Sheets, referenced as Exhibit A.

SECTION 4. GRANT
TAM hereby grants to the RECIPIENT the sum of $1,100,000.00 in Measure AA funds (“FUNDS”) as designated in Resolution No. 2025-01, approved March 27, 2025, which is included in this AGREEMENT by reference as Exhibit B.

FUNDS allocated to one project scope cannot be used on another project scope in this AGREEMENT.

SECTION 5. COST ELIGIBILITY
Cost eligibility shall be determined by TAM’s Strategic Plan policies. All costs incurred by RECIPIENT prior to the date of March 27, 2025 shall be ineligible for reimbursement by TAM.

While the costs of PROJECTS shall be eligible for reimbursement in accordance with the terms of this AGREEMENT, the timing and amount of reimbursement will be subject to a reimbursement schedule identified in Exhibit A, based on available revenues, other anticipated project requests, and project category and subcategory limits established in the Strategic Plan and Expenditure Plan. Any waiver of cost eligibility policies must be included in RECIPIENT’s Safe Pathway Project Information Sheets approved by TAM.

SECTION 6. BUDGET AND SCOPE
RECIPIENT shall maintain a project or program budget. RECIPIENT shall carry out the project and shall incur obligations against and make disbursements of the grant in conformity with TAM’s requirements and the budget. The project or program budget may be revised from time to time through the submission of a revised budget to TAM.

RECIPIENT may not make any changes to the scope of the PROJECTS without prior written approval of TAM. Approval by TAM of a change of scope shall not constitute an increase in the grant amount unless additional funds are specifically provided.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 3 of 8 SECTION 8. PROJECT OVERSIGHT
RECIPIENT shall cooperate with TAM’s project management team and shall provide any requested PROJECTS information.

SECTION 9. ATTRIBUTION AND SIGNAGE
If any portion of grant FUNDS is used for production of reports, acknowledgment of the TAM’s role in funding PROJECTS shall be included in the documents. If any portion of grant FUNDS is used for construction, RECIPIENT shall, upon initiation of field work or at the earliest feasible time thereafter, install and maintain a sign at the construction site identifying Measure AA Local Transportation Sales Tax Funds and TAM (e.g., TAM and RECIPIENT’s logos – “Your Measure AA Sales Tax Dollars at Work”).

For non-construction capital purchases funded by any portion of grant FUNDS, RECIPIENT shall affix permanent signage identifying TAM and the Sales Tax Funds as a funding source.

RECIPIENT shall demonstrate compliance with attribution and signage requirements as an indispensable condition for authorization of reimbursement for project expenses.

SECTION 10. PRESS RELEASES
RECIPIENT shall notify TAM in advance of any press releases about project activities, particularly groundbreakings and ribbon cuttings, in connection with grant FUNDS expended pursuant to this AGREEMENT.

SECTION 11. COMPLIANCE WITH LAW
In the performance of its obligations pursuant to this AGREEMENT, RECIPIENT shall keep itself fully informed of the federal, state and local laws, ordinances and regulations in any manner affecting the performance of this AGREEMENT, and must at all times comply with such laws, ordinances, and regulations as they may be amended from time to time.

SECTION 13. FINANCES
All costs charged to PROJECTS shall be supported by properly prepared and documented time records, invoices, or vouchers evidencing in detail the nature and propriety of the charges and the basis for the percentage charged to TAM.

SECTION 14. RECORDS
All checks, payrolls, invoices, contracts, vouchers, journal entries, work orders, or other accounting documents pertaining in whole or in part to PROJECTS shall be maintained by RECIPIENT for a period of three (3) years after the later of project closeout or termination of T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 4 of 8 grant. Such project documents shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other similar documents not pertaining to the PROJECTS.

SECTION 15. REIMBURSEMENTS
Payment shall be made by TAM for costs reimbursable under the terms of this AGREEMENT and incurred prior to the termination date of this AGREEMENT. Payment to RECIPIENT of the grant shall be upon written approval by TAM, upon submittal by RECIPIENT of appropriate support documentation and identification of expenses incurred.

Reimbursements shall not exceed the schedule shown in the Reimbursement Schedule identified in Exhibit A. RECIPIENT may make a request for exceptions in writing. Exceptions may be made at the sole discretion of TAM.

Each reimbursement request shall include RECIPIENT’S certification that the amounts sought are only for project elements included in Exhibit A, and that RECIPIENT is in compliance with TAM’s requirements mentioned in this AGREEMENT.

SECTION 16. ELIGIBLE EXPENSES
RECIPIENT shall expend FUNDS only on eligible expenses as follows: operating costs, direct staff time (salary and benefits), consultants; right of way engineering and acquisition costs (including permitting) and competitively bid construction contracts. Indirect costs (as defined by OMB Circular A-87) will not be considered an eligible expense. FUNDS shall also be expended according to the applicable provisions of the Expenditure Plan and of the Public Utilities Code Section 180000 et seq.

SECTION 17. AUDITS
TAM reserves the right at any time to conduct or require a financial or performance audit of the RECIPIENT'S compliance with this AGREEMENT. TAM will give advance notice of the requirement. RECIPIENT shall permit TAM, or any of its duly authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the PROJECTS, and to audit the books, records, and accounts of the RECIPIENT and its contractors with regard to the PROJECTS.

SECTION 19. CLOSEOUT PROCEDURES AND PROJECT CLOSEOUT REPORT Project closeout occurs either when TAM notifies RECIPIENT of the project closeout or forwards to RECIPIENT the final grant payment. RECIPIENT shall provide to TAM with a Project Closeout Report as shown in Exhibit C with the final reimbursement request.

Upon request by TAM or discovery by RECIPIENT, after the project completion date or termination by TAM, RECIPIENT shall submit a certified financial statement identifying all T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 5 of 8 ineligible expenditures, which the RECIPIENT shall be required to refund, as well as third party audit reports, as applicable. Project closeout shall not terminate any continuing obligations imposed on the RECIPIENT by this AGREEMENT. Final reimbursement will be in accordance with TAM policies and procedures. RECIPIENT shall provide supporting documentation for expenditures and revenues from its accounting and financial management system.

SECTION 20. REPAYMENT OF INELIGIBLE COSTS
TAM reserves the right to offset RECIPIENT payback of ineligible costs against future grant approvals for these PROJECTS or other projects in the Expenditure Plan for which RECIPIENT is the sponsoring agency.

SECTION 21. RIGHT TO WITHHOLD
If a Project Closeout Report is not provided to TAM by the project closeout date and/or such items are found not to be in compliance with this AGREEMENT, Public Utilities Code Section 180000 et seq., the ballot measure or the Strategic Plan, TAM may withhold FUNDS from RECIPIENT until RECIPIENT has corrected any noted deficiencies to TAM’s satisfaction. While FUNDS are being so withheld all interest on withheld FUNDS shall be retained by TAM as an administrative fee.

SECTION 22. RESCISSION OF AUTHORIZATION OF FUNDS
TAM reserves the right to rescind its authorization of that portion of the grant FUNDS that are unneeded prior to, or at the time of, project closeout. FUNDS are determined to be unneeded if they are uncommitted at time of project closeout. Uncommitted funds are FUNDS that have been authorized but are in excess of that total eligible costs incurred by RECIPIENT.

SECTION 23. TERMINATION FOR CAUSE
Except as provided by Section 24 below, RECIPIENT agrees that, upon ten (10) working days written notice, TAM may suspend or terminate all or part of the financial assistance provided herein for failure to correct a breach of this AGREEMENT. Any failure to make reasonable progress, inconsistency with the Expenditure Plan or Measure AA Sales Tax Program Safe Pathway Project Information Sheets, unauthorized use of grant FUNDS as specified in this AGREEMENT, or other violation of the AGREEMENT that significantly endangers substantial performance of the PROJECTS shall be deemed to be a breach of this AGREEMENT and cause for termination. Upon mutual consent, RECIPIENT will repay TAM any unexpended FUNDS already distributed.

SECTION 24. CORRECTION OF BREACH
Notwithstanding the provision of Section 23 above, with respect to any breach, which is reasonably capable of being cured, RECIPIENT shall have thirty (30) days from the date of notice of breach to initiate steps to cure. If RECIPIENT diligently pursues cure, such RECIPIENT shall be allowed a reasonable time to cure or by a time established in writing by TAM.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 6 of 8 SECTION 25. LIABILITY
Neither TAM nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT under or in connection with any work, authority, or jurisdiction delegated to RECIPIENT under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, RECIPIENT shall fully defend, indemnify and hold TAM harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RECIPIENT under or in connection with any work, or jurisdiction delegated to RECIPIENT under this AGREEMENT.

Neither RECIPIENT nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, TAM shall fully defend, indemnify and hold RECIPIENT harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring in by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT.

SECTION 26. OBLIGATIONS
TAM agrees that any eligible cost incurred by RECIPIENT prior to the termination of this AGREEMENT shall be reimbursed to the extent that such costs could not be avoided by RECIPIENT upon receipt of notice of termination.

SECTION 27. INTEGRATION
This AGREEMENT represents the entire AGREEMENT of the parties with respect to the subject matter thereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.

SECTION 28. AMENDMENT
Except as otherwise provided herein, this AGREEMENT may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this AGREEMENT shall be void and of no effect.

SECTION 30. ASSIGNMENT
The AGREEMENT may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.

T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 7 of 8 SECTION 31. BINDING ON SUCCESSORS, ASSIGNEES OR TRANSFEREES This AGREEMENT shall be binding upon the successor(s), assignee(s) or transferee(s) of TAM or RECIPIENT as may be the case. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this AGREEMENT other than as provided above.

SECTION 32. EXPENSES
Each party shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this AGREEMENT and the transactions hereby contemplated. RECIPIENT may not use grant FUNDS, or other TAM programmed funds, for the aforementioned purpose.

SECTION 34. EXHIBIT
The following Exhibits are hereby made part of this AGREEMENT:

1. EXHIBIT A: Safe Pathway Project Information Sheets

2. EXHIBIT B: TAM Resolution 2025-01

3. EXHIBIT C: Project Closeout Report

35. ACCEPTANCE OF GRANT
RECIPIENT does hereby declare that all written statements, representations, covenants, and materials submitted as a condition of this AGREEMENT are true and correct and does hereby accept TAM’s grant and agrees to all of the terms and conditions of this AGREEMENT. The parties have executed this AGREEMENT as of the date first written above.

City of San Rafael: Transportation Authority of Marin (TAM):

By: _______________________________
Cristine Alilovich__________________
Print Name
City Manager____________________
Print Title
By: _______________________________
Anne Richman, Executive Director
______________________________
Date
T:\FUNDING\Sales Tax\Measure AA\Funding Agreements\Category 2\Category 2.2 and 3.3\2025 Cycle 5\San Rafael\TAM Funding Agreement A-FY25-28.doc Page 8 of 8 Approved as to form (optional):

By: _______________________________
City of San Rafael, Attorney
_______________________________
Print Name

Page 1 of 2 ends

Exhibit A
Safe Pathway Project Information Sheet
Project 1 of 4

1. Application Information
Responsible Agency: City of San Rafael
Contact Person: April Miller
Phone: 415-485-3355
E-Mail: [email protected]

2. Project Information
Project Name: Rafael Meadows Safe Crossing Pathway Project/ South Merrydale Road Civic Center Connector Project
Brief Project Description: This Project will connect the physically isolated Rafael Meadows neighborhood on the west side of the US-101 freeway to key destinations, including schools, the Marin Civic Center, SMART train station, retail, employment, and open spaces. By installing a new multi-use pathway along a freeway rail underpass, the Project fills a critical gap in the existing network and will provide the only facility accessible to all ages and abilities of people walking, biking, and using other non-motorized modes traveling between Rafael Meadows across US-101.

Brief Description of Project Location: The Project is located in northern San Rafael, a city in California’s Marin County. The Rafael Meadows neighborhood is bordered by SMART train tracks to the northwest, west, and south; North San Pedro Road to the southeast; and US Highway 101 to the east.

Targeted School(s):

School Name (add line(s) if needed) School District Does this project serve a Title 1
school? (yes/no) *
Approximate
Enrollment
Venetia Valley K-8 San Rafael City Yes 771
* reference to Title 1 Schools - https://www.ed-data.org/

3. Cost Estimate Breakdown and Schedule
Project Phase
Cost Schedule Status
Phase Total
(nearest 1000’s)
Begin
(Mo/Yr)
End
(Mo/Yr)
% of
complete
Environmental Studies and Permits (ENV) $189,000 7/2025 3/2026 0% Final Design (PS&E) $472,000 3/2026 3/2027 0%
Right of Way Acquisition (ROW) $283,000 10/2026 3/2027 0% Construction (CON) $1,954,000 4/2027 4/2028 0%
Contingency (no more than 10% of the total
construction cost) $195,000 4/2027 4/2028 0%
Construction Management $283,000 4/2027 4/2028 0%
Total Project Cost $3,376,000

Page 2 of 2 ends

4. Measure AA Large Safe Pathway Funds Requested
Phase(s)
Requested Amount
(nearest 1000’s)
Measure AA Funds ENV and PS&E $450,000
Total Measure AA Requested $450,000

5. Other Programmed Funding
Source (list specific names
of other funding) Phase Fiscal Year
Status of
funds (pending
or secured)
Programmed
Amount
TAM Measure B
ENV and
PS&E 2024/2025 Secured $742,228
Total Funds Programmed $742,228

6. Measure AA Reimbursement Schedule
Agency may proceed with project and incur costs any time after March 27, 2025, but maximum payments on reimbursement requests will be remitted by TAM in accordance to the below table.

Funds not requested for reimbursement in an assigned fiscal year will be made available for reimbursement the following fiscal year and thereafter. Agency may request reimbursement earlier than scheduled and may be approved by TAM on a case-by-case basis.

FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/28
$450,000

Page 1 of 2 ends

Exhibit A
Safe Pathway Project Information Sheet
Project 2 of 4

1. Application Information
Responsible Agency: City of San Rafael
Contact Person: April Miller
Phone: 415-485-3355
E-Mail: [email protected]

2. Project Information
Project Name: Woodland Ave Safe Routes Project
Brief Project Description: This Project aims to enhance a key route for pedestrians and bicyclists traveling to Laurel Dell Elementary and James B. Davidson Middle School. The Project will address a gap in the sidewalk west of the Woodland Avenue and Irwin Street intersection, improve the existing bike path, and refine the striping and intersections along Woodland Avenue. The sidewalk upgrade includes the installation of a new sidewalk, curb, and gutter, providing a continuous pedestrian pathway. To close the bike path gap, sharrows will be added and refreshed along Woodland Avenue. Intersection improvements will include the installation of new ADA-compliant curb ramps at the Woodland Avenue and Irwin Street corners.

Additionally, high-visibility crosswalks, stop bars, and stencils will be added or refreshed, and new yield lines will be installed. The project will also introduce custom "No Parking" signs, school crosswalk warning signs (SW24-2), and a new speed limit sign. Lastly, the project will add and refresh red curb paint in accordance with Assembly Bill 413, signed by the Governor on October 10, 2023. This bill prohibits parking, standing, or stopping within 20 feet of any marked or unmarked crosswalk’s approach side.

Brief Description of Project Location: The Project is located in San Rafael, a city in California’s Marin County. The Project extends are along the intersection of Woodland Avenue and Lindaro Street to the intersection of Woodland Avenue and Irwin Street. Laurel Dell Elementary School and James B Davidson Middle School are located along Woodland Avenue within the Project limits.

Targeted School(s):

School Name (add line(s) if needed) School District Does this project serve a Title 1
school? (yes/no) *
Approximate
Enrollment
Laurel Dell Elementary School (K-5) San Rafael City
Schools
Yes 280
James B Davidson Middle School San Rafael City
Schools
Yes 1,040
* reference to Title 1 Schools - https://www.ed-data.org/

Page 2 of 2 ends

3. Cost Estimate Breakdown and Schedule
Project Phase
Cost Schedule Status
Phase Total
(nearest 1000’s)
Begin
(Mo/Yr)
End
(Mo/Yr)
% of
phase
complete
Environmental Studies and Permits (ENV) $44,000 July 2025 August
2025 0%
Final Design (PS&E) $66,000
August
2025
Nov
2025 0%
Right of Way Acquisition (ROW) $25,000 Oct 2025 Jan 2026 0% Construction (CON) $374,000 Jan 2026
May
2026 0%
Contingency (no more than 10% of the total
construction cost) $37,000 Jan 2026
May
2026 0%
Construction Engineering (CE) $44,000 Jan 2026
May
2026 0%
Total Project Cost $591,000

4. Measure AA Large Safe Pathway Funds Requested
Phase(s)
Requested Amount
(nearest 1000’s)
Measure AA Funds Construction $411,000
Measure AA Funds PS&E $39,000
Total Measure AA Requested $450,000

5. Other Programmed Funding
Source (list specific names of
other funding) Phase
Fiscal
Year
Status of funds
(pending or
secured)
Programmed
Amount
City Local Funds
ENV,
PS&E,
CON, CE 2025/2026 Pending $141,000
Total Funds Programmed $141,000

FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/28
$39,0000 $411,000

Page 1 of 2 ends

Exhibit A
Safe Pathway Project Information Sheet
Project 3 of 4

1. Application Information
Responsible Agency: City of San Rafael
Contact Person: April Miller
Phone: 415-485-3355
E-Mail: [email protected]

2. Project Information
Project Name: Nova Albion Bikeway and Pathway Gap Closure Brief Project Description: The Project improvements include the installation of a two-way buffered bikeway (“cycle track”) consisting of two bike lanes and a striped buffer on the west side of Nova Albion Way. This new cycle track will complete the gap to the existing pathway and cycle track at Terra Linda High School.

Additional upgrades include adding high visibility ladder crosswalk markings and realigning roadway striping and removing parking spaces along the west side Nova Albion Way to support the addition of the new cycle track and create a more secure travel path for both bicyclists and pedestrians.

Brief Description of Project Location: The Project is located in San Rafael, a city in California’s Marin County.

The Project extents are along Nova Albion Way between the intersection of Nova Albion Way and Montecillo Road and the intersection of Nova Albion Way and Esmeyer Road.

Targeted School(s):

School Name (add line(s) if needed) School District Does this project serve a Title 1
school? (yes/no) *
Approximate
Enrollment
Terra Linda High School San Rafael City
High
No 1,205
Vallecito Elementary School Miller Creek
Elementary
Yes 412
Mark Day School Private No 380
* reference to Title 1 Schools - https://www.ed-data.org/

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Construction (CON) $70,000 8/2025 10/2025
0%
Contingency (no more than 10% of the total
construction cost) $7,000 8/2025 10/2025
0%
Construction Engineering (CE) $8,000 8/2025 10/2025
0%
Total Project Cost $109,000
0%

4. Measure AA Small Safe Pathway Funds Requested
Phase(s)
Requested Amount
(nearest 1000’s)
Measure AA Funds CON/CE $85,000
Measure AA Funds PS&E $15,000
Total Measure AA Requested $100,000

FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/28
$100,000

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Exhibit A
Safe Pathway Project Information Sheet
Project 4 of 4

1. Application Information
Responsible Agency: City of San Rafael
Contact Person: April Miller
Phone: 415-485-3355
E-Mail: [email protected]

2. Project Information
Project Name: Fifth Avenue and California Avenue Intersection Improvements Brief Project Description: The Project improvements include closing a sidewalk gap, adding curb extensions, installing green-backed sharrows, and placing a speed hump at the intersection of Fifth Avenue and California Avenue, a key route to Sun Valley Elementary School. These enhancements will create a safer intersection for both bicyclists and pedestrians traveling to Sun Valley Elementary School.

Brief Description of Project Location: The Project is located in San Rafael, a city in Marin County, California.

The intersection of Fifth Avenue and California Avenue is a key connection for those traveling to and from Sun Valley Elementary School, which is located a quarter mile down Fifth Avenue from the intersection.

Targeted School(s):

School Name (add line(s) if needed) School District Does this project serve a Title 1
school? (yes/no) *
Approximate
Enrollment
Sun Valley Elementary School San Rafael City
Elementary
No 509
* reference to Title 1 Schools - https://www.ed-data.org/

3. Cost Estimate Breakdown and Schedule
Project Phase
Cost Schedule Status
Phase Total
(nearest 1000’s)
Begin
(Mo/Yr)
End
(Mo/Yr)
% of
phase
complete
Environmental Studies and Permits (ENV) <$1,000 3/2025 3/2025 0% Final Design (PS&E) $22,000 3/2025 6/2025 0%
Right of Way Acquisition (ROW) $2,000 3/2025 4/2025 0%
Construction (CON) $113,000 7/2025 2/2026 0%
Contingency (no more than 10% of the total
construction cost) $11,000 7/2025 2/2026 0%
Construction Engineering (CE) $5,000 7/2025 2/2026 0%
Total Project Cost $154,000

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4. Measure AA Small Safe Pathway Funds Requested
Phase(s)
Requested Amount
(nearest 1000’s)
Measure AA Funds PS&E $20,000
Measure AA Funds CON $80,000
Total Measure AA Requested $100,000

5. Other Programmed Funding
Source (list specific names of
other funding) Phase
Fiscal
Year
Status of funds
(pending or
secured)
Programmed
Amount
City Local Funds CON 2025/2026 Pending $54,000
Total Funds Programmed

FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/28
$100,000

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RESOLUTION OF THE TRANSPORTATION AUTHORITY OF MARIN FOR THE ALLOCATIONS OF $5,997,999 IN MEASURE AA, CATERGORY 2.2, FUNDS TO 11 AGENCIES AND $1,565,000 IN MEASURE AA, CATEGORY 3.3, FUNDS TO EIGHT

AGENCIES FOR THE FIFTH CYCLE OF SAFE PATHWAYS TO SCHOOL PROJECTS WHEREAS, The voters of Marin County approved the authorization of Measure AA at General Elections held on November 6, 2018 thereby authorizing that TAM be given the responsibility to administer the proceeds from a one-half cent transaction and use tax; and WHEREAS, TAM has developed a Measure AA Strategic Plan to provide guidance on implementing the Measure AA Expenditure Plan; and
WHEREAS, The Measure AA Strategic Plan programs Measure AA funds over a 30-year period to the four categories listed in the Expenditure Plan, including Categories 2.2 and 3.3 for large and small projects, respectively, under the Safe Pathways to School Program; and WHEREAS, Safe Pathways to School Projects are capital projects aimed at making physical improvements to enhance the safety of non-motorized school trips; and WHEREAS, Public Works Directors and school officials have been encouraged to submit applications for projects identified in Safe Routes Plans when funding are available; and WHEREAS, In four previous cycles of funding, TAM programmed $13.254 million to 80 Safe Pathway projects; and
WHEREAS, The Fifth Cycle Safe Pathway Call for Projects with projected funds from FY24/25 to FY28/29 was issued in September 2024; and
WHEREAS, TAM received a total of 33 applications (19 small project applications and 14 large applications) from 12 agencies for more than $7.5 million in total requests by the December 2024 deadline; and
WHEREAS, An Evaluation Committee was formed to evaluate the applications based on the criteria that include safety, gap closure, impacts on schools and communities, equity, usage and enrollment at targeted schools, local match funds, local bicycle and pedestrian plan, Local Road Safety Plan, transit concurrence, and prior uncompleted Safe Pathway projects; and WHEREAS, The Evaluation Committee recommended funding all 19 small project applications and moving the excess funds of $381,000 to help fund a large project application; and
Exhibit B
TAM RESOLUTION NO. 2025-01

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WHEREAS, Staff concurred with the Evaluation Committee on the recommendation to fund all 19 small project applications and moving the excess funds of $381,000 to help fund a large project application; and
WHEREAS, The Evaluation Committee further recommended funding the first priority project application of each applicant for a total of 11 large project applications, leaving three large project applications unfunded; and
WHEREAS, Staff instead recommended funding all 14 large project applications by using $716,000 from FY29/30 Category 2.2 revenue to defray the difference needed; and WHEREAS, Staff presented its recommendations to the Marin Public Works Association (MPWA) and members of the Evaluation Committee; and
WHEREAS, MPWA and members of the Evaluation Committee supported staff’s recommendations; and
WHEREAS, Staff presented the following recommended projects and funding amounts to the TAM Funding, Programs & Legislation (FPL) Executive Committee for approval; and Approved Small Projects
Agency Project Name
Approved
Amount
Fairfax Refresh Bike Spine Green Backed Bicycle Route Sharrow Street Markings $45,000 Fairfax Marinda Drive/Sir Francis Drake Blvd School Crossing Improvements $100,000 Larkspur Doherty Drive Bike Lane Buffer Enhancements $86,000 Marin County Unincorporated Marin County School Zones (District 1) $65,000 Marin County Unincorporated Marin County School Zones (Districts 2-5) $76,000 Mill Valley Nelson – Matilda Pedestrian Crossing $100,000 Mill Valley Kipling/Roque Moraes Pedestrian Crossing $100,000 Mill Valley Elm Avenue Sidewalk Gap $100,000
Ross Allen Avenue Pedestrian Pathway Project $100,000
Ross Laurel Grove Safe Pathways Project Phase IIIA $100,000 Ross Laurel Grove Safe Pathways Project Phase IIIB $100,000 Ross Shady Lane Pedestrian Pathway Gap Closure Project $100,000 San Anselmo Santa Cruz Ave Sidewalk Gap Closure $50,000 San Anselmo Woodland Ave Sidewalk Gap Closure $38,000
San Anselmo Brookmead Place Sidewalk Gap Closure $45,000 San Anselmo Sycamore Ave Sidewalk Gap Closure $60,000
San Rafael Nova Albion Bikeway and Pathway Gap Closure $100,000 San Rafael Fifth Avenue and California Avenue Intersection Improvements $100,000 Sausalito Safe Pathways to School Tomales Street $100,000 $1,565,000

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Approved Large Projects
Agency Project
Approved
Amount
Corte Madera Lucky Drive Multimodal Improvements $450,000 Fairfax Glen/Sir Francis Drake Traffic Signal Supporting White Hill Middle School $450,000 Larkspur Magnolia Avenue/ Post Street Central Pathway Gap Closure $415,000 Marin County Ricardo Lane Sidewalk and Intersection Improvements (Strawberry) $450,000 Mill Valley Hamilton Drive/Shelter Bay Avenue Safe Routes $450,000 Miller Creek
School District Vallecito-Mark Day School Pathway $450,000 Novato Sutro Avenue Sidewalk Gap Closure $450,000
Novato Quick-Build Improvements at Various Intersections $182,000 San Anselmo Brookside Elementary School Sidewalk Gap Closure Project – Phase 2 $450,000 San Anselmo Brookside Elementary School Sidewalk Gap Closure Project – Phase 3 $450,000 San Rafael
Rafael Meadows Pathway Project/South Merrydale Road Civic Center Connector Project $450,000
San Rafael Woodland Ave Safe Routes Project $450,000
Sausalito Safe Pathways to School Coloma Street and Ebbtide Avenue Project $450,000 Tiburon Pedestrian Pathway Improvements for Kleinert Way Corridor $450,000 Total $5,997,000
WHEREAS, On March 10, 2025, the FPL Executive Committee voted unanimously to support staff’s recommendation, as shown in the above tables, allow excess funds from the small project pool be moved to help fund a project in the large project pool, and use additional $716,000 from FY29/30 Category 2.2 revenue to fully fund all large project applications; now therefore be it RESOLVED, That the Transportation Authority of Marin hereby allocates Measure AA funds under Categories 2.2 and 33 to projects and amounts as shown in the above table, allow excess funds from the small project pool to fund a large project, and use additional $716,000 from FY29/30 Category 2.2 to fully fund all large project applications; and be it further RESOLVED, That the Transportation Authority of Marin finds the allocations of these funds to be in conformance with the priorities and funding levels established in the Measure AA Expenditure Plan and the Measure AA Strategic Plan; and be it further RESOLVED, That the Transportation Authority of Marin hereby authorizes the actual expenditure (cash reimbursement) of funds for these activities to take place subject to the Fiscal Year Cash Flow Distribution Schedule detailed in the attached Allocation Request Forms; and be it further
RESOLVED, That as a condition of this authorization for expenditure, the Executive Director shall impose such terms and conditions as are necessary for the project sponsors to comply with applicable law and adopted Authority policies and execute Funding Agreements with the respective project sponsors to that effect; and be it further RESOLVED, That as a condition of this authorization for expenditure, the referenced project sponsors shall provide the Authority with any other information it may request regarding the use of the funds hereby authorized.

Page 4 of 4 ends

San Rafael City CouncilSeptember 15, 2025

San Rafael City Council
September 15, 2025