Agenda packet — San Rafael City Council, January 20, 2026 (part 1 of 2)

AGENDA

SAN RAFAEL CITY COUNCIL - TUESDAY, JANUARY 20, 2026
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 TIME FOR PUBLIC EXPRESSION – 10 MINUTES
Members of the public may speak to the City Council on items that are not on the agenda and are within the Council’s jurisdiction. Open Time for Public Expression happens twice during the meeting. At the beginning of the meeting, public comment is limited to a total of 10 minutes, with each speaker allowed up to 2 minutes. Open Time for Public Expression will be held again at the end of the meeting with no total time limit. Please note that, under state law, the City Council cannot discuss or take action on items that are not on the agenda.

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

1. 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.

2. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the Closed Session and Regular City Council Meeting of December 15, 2025 (CC)
Recommended Action - Approve Minutes as submitted
2 b. Temporary Camping Prohibition at City Hall
Resolution Prohibiting Camping at or Around City Hall (APN 011-203-12) from January 21, 2026 through July 21, 2026: CEQA Determination: Exempt Pursuant to CEQA Guidelines 15061(B)(3); 15307, 15308 (CM)
Recommended Action – Adopt Resolution
c. Award WRT Consultants Contract to Prepare the Southeast Specific Plan Resolution Authorizing the City Manager to Execute A Professional Services Agreement with WRT Consultants for the Preparation of the Southeast San Rafael Specific Plan in an Amount Not to Exceed $797,000; and Authorizing A Supplemental Budget Appropriation within the Development Services Fund (207) (CED)
Recommended Action – Adopt Resolution
d. Voter-Approved Tax Oversight Committee Annual Report & Bylaws Amendment Presentation of Voter-Approved Tax Oversight Committee’s (VATOC) Annual Report for the Fiscal Year Ended June 30, 2025 and Resolution Amending the Bylaws of the VoterApproved Tax Oversight Committee Established by Resolution 15118, Adopted on September 6, 2022 (Fin)
Recommended Action – Accept report and Adopt Resolution e. Replacement of Self-Contained Breathing Apparatus
Resolution Authorizing the City Manager to Execute Purchase Orders for Self-Contained Breathing Apparatus from Southern Marin Fire District, In An Amount Not to Exceed $92,170, and from Allstar Fire Equipment Inc., In An Amount Not to Exceed $48,629, and Authorizing FY 2025-26 Supplemental Budget Appropriations within the Fire Equipment Replacement Fund (625) (FD)
Recommended Action – Adopt Resolution
f. South Merrydale Road – Civic Center Connector Pathway Project Resolution Authorizing the City Manager to Execute a Professional Services Agreement with CSWST2 to Provide Design and Environmental Services for the South Merrydale Road – Civic Center Connector Pathway Project in the Amount Not to Exceed $469,963 (PW) Recommended Action – Adopt Resolution
g. Metropolitan Transportation Committee (MTC) Transportation Development Act Article 3 (TDA 3) Funding Agreements
i. Resolution Authorizing the City Manager to Execute a Funding Agreement with Metropolitan Transportation Commission in an Amount of $66,700 in TDA Grant Funds for the Park Street and Belle Avenue Pedestrian Enhancement Project; and ii. Resolution Authorizing the City Manager to Execute a Funding Agreement with Metropolitan Transportation Commission in an Amount of $88,300 in TDA Grant Funds for the Point San Pedro Pedestrian Quick Build Enhancement Project Recommended Action – Adopt Resolutions
h. Joint Quiet Zone Agreement
Resolution Establishing a Joint Quiet Zone and Designating the County of Sonoma as Lead Authority for Purposes of Establishing the Joint Quiet Zone; CEQA Determination: Exempt (PW)
Recommended Action – Adopt Resolution
3 SPECIAL PRESENTATIONS

3. Special Presentations:
a. Presentation of Proclamation in Recognition of Bloomberg Philanthropies What Works Cities Certification (DS)
PUBLIC HEARINGS:

4. Public Hearings:
a. Public Works Director Authority to Approve Public Works Project Plans Consideration of An Ordinance Amending San Rafael Municipal Code Section 2.12.290, Duties of the Supervisor of Public Works, to Clarify Delegation of Authority to the Supervisor of Public Works and Designees to Approve Plans, Specifications, and Designs for Public Works Projects; CEQA Determination: Exempt Pursuant to CEQA Guideline 15378(b)(5) (CED)
Recommended Action – Introduce the Ordinance, waive further reading, and refer to it by title only.

OTHER AGENDA ITEMS

5. Other Agenda Items
a. City Council Governance, Agreements, Roles & Responsibilities and Communication Protocols
Resolution Authorizing the City Council Approval of the City Council Governance, Agreements, Roles & Responsibilities and Communication Protocols (CM) Recommended Action – Adopt Resolution

OPEN TIME FOR PUBLIC EXPRESSION CONTINUED
Members of the public may speak to the City Council on items that are not on the agenda and are within the Council’s jurisdiction. Please note that, under state law, the City Council generally cannot discuss or take action on items that are not on the agenda, unless there is an emergency or an urgent issue that came up after the agenda was posted. Each speaker may speak for up to two minutes. Comments 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 January 20th City Council Meeting

MINUTES

SAN RAFAEL CITY COUNCIL CLOSED SESSION
MONDAY, DECEMBER 15, 2025 AT 5:00 P.M.

Third Floor Conference Room
1400 Fifth Avenue, San Rafael, CA 94901

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

Absent: None
Also Present: City Manager Cristine Alilovich
Chief Assistant City Attorney Andrea Visveshwara
Mayor Kate called the meeting to order at 5:00 p.m.

OPEN SESSION – THIRD FLOOR CONFERENCE ROOM

1. Mayor Kate announced Closed Session items.

Mayor Kate invited public comment.

Speaker: Ken Dickinson
CLOSED SESSION – THIRD FLOOR CONFERENCE ROOM

2. Closed Session:
a. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: 519 Fourth Street, San Rafael, CA (APN 014-123-06) Agency Negotiators: Cristine Alilovich, City Manager; Micah Hinkle, Director of Community Economic Department; Greg Minor, Assistant Director of Community and Economic Development, Stacey Lauman, Economic Development Program Manager Negotiating parties: Adobe Housing Development
Under negotiation: Price and Terms of Payment
ADJOURNMENT:

Mayor Kate adjourned the meeting at 5:52 p.m.
__________________________
LINDSAY LARA, City Clerk
APPROVED THIS _____DAY OF____________, 2026
_____________________________________
KATE COLIN, Mayor
Minutes subject to approval at the January 20th City Council Meeting

MINUTES

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

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

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

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

Absent: None
Also Present: City Manager Cristine Alilovich
Chief Assistant City Attorney Andrea Visveshwara
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.

Chief Assistant City Attorney Andrea Visveshwara announced that no reportable action was taken in Closed Session following the last City Council meeting, or during the Closed Session held earlier this evening.

Mayor Kate provided opening remarks which included gratitude to City Staff, the recent gun violence at Brown University and an antisemitic attack in Australia, Boards, Committees and Commissions volunteer recognition, residents who regularly attend our City Council Meetings recognition (in particular Sherna, Al and Shinji) and 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) 2 1. City Manager and Councilmember Reports:

City Manager Cristine Alilovich provided the following announcements and updates:
• 350 Merrydale Update
 Community Meeting held Tuesday, December 9
 Next Community Meeting to be held Wednesday, January 14, 6 p.m. • 2026 Public Service Award nominations are open
• Giant Menorah Lighting & Gelt Drop to be held Sunday, December 21, Downtown City Plaza, 5 p.m.
• Free parking in downtown parking garages through December 31 • City Hall to be closed Monday, December 22 through Friday, January 2 - Recreation Centers to be closed Saturday, January 3 and Sunday, January 4 – All public safety is 24/7
• Upcoming Public Meetings
 Planning Commission to be held Tuesday, January 13, Chambers, 7 p.m.  City Council Monday, January 5 meeting to be cancelled • Next City Council meeting to be held Tuesday, January 20, Chambers, 6 p.m.
 Finance Subcommittee to be held Monday, January 20, Third Floor Conference Room, 10 a.m.
• Major Accomplishments of the City in 2025 Recognition City Councilmember Reports:
• Vice Mayor Bushey reported on the Arbor Day Celebration in Peacock Gap Park, an Economic Development Subcommittee meeting, a Central Marin Sanitation Agency board meeting, the Marin Transit Board General Manager interviews, the Marin Symphony concert at St. Raphael’s, and the Lighted Boat Parade. • Councilmember Kertz reported on the Lighted Boat Parade, a San Rafael Federation leadership team meeting, a City Schools meeting, and the Marin Society of Artists opening exhibit of Family Circle.
• Councilmember Hill reported on a Finance Subcommittee meeting. • Councilmember Llorens Gulati reported on Kings Tides Day, a Sea Level Rise Subcommittee meeting, a Spinnaker Point community meeting, the (City) Employee Holiday Luncheon, Marin Transit and the 4th (Downtown) Elf Hunt. • Mayor Kate reported on a Climate Mayors Group (through the U.S. Conference of Mayors), a Transportation Authority of Marin meeting, and an East San Rafael Working Group meeting.

Mayor Kate invited public comment.

Speakers: Sherna Deamer, Wayne Rayburn, Gregory Andrew, Frank Mason CONSENT CALENDAR:

Mayor Kate invited public comment.

Speakers: Ken Dickinson, Name Withheld
Councilmember Llorens Gulati moved and Vice Mayor Bushey seconded to approve the Consent Calendar.
3 AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None

2. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the Regular City Council Meeting of December 1, 2025 (CC) Approved Minutes as submitted
b. Audio-Video Systems Upgrades for the Public Safety Center Emergency Operations Center Resolution Waiving Bidding Requirements for Services and Authorizing the City Manager to Enter into an Agreement with MarinIT, Inc. for Audio-Video Systems Upgrades at the Public Safety Center Emergency Operations Center, with a Total Amount Not to Exceed $181,894 (DS)
Adopted Resolution 15485
c. Fixed Allotment Funding to Replace the San Rafael Police Department’s 9-1-1 Call Processing Equipment
Resolution Authorizing the Use of Funding in an Amount Not to Exceed $490,000 from the California State Office of Emergency Services 9-1-1 Communications Branch and to Authorize the City Manager to Execute the Scope of Work Agreement with AT&T to Replace the San Rafael Police Department’s On-Premise 9-1-1 Call Processing Equipment, Under the Terms and Conditions of the Existing Master Purchase Agreement with AT&T (PD)
Adopted Resolution 15486
d. Annual Intelligent Transportation Systems (ITS) Upgrade for Fiscal Year 2025-26 Resolution Authorizing the City Manager to Execute an Agreement with Miovision Technologies Incorporated for the Purchase of Eight Traffic Detection and Monitoring Cameras and Associated Software Licensing in the Amount Not to Exceed $129, 332 (PW) Adopted Resolution 15487
e. Annual CalRecycle Grant
Resolution Authorizing Submittal of an Application for all CalRecycle Grants for Which the City of San Rafael is Eligible (PW)
Adopted Resolution 15488
f. Lincoln Avenue Corridor Safety Improvements at Wilson Court and Brookdale Avenue Project
Resolution Approving the Plans and Specifications for the Lincoln Ave Corridor Safety Improvements at Wilson Ct and Brookdale Ave Project, City Project No. 11453 (“Project”); Awarding and Authorizing the City Manager to Execute the Construction Agreement with Altor Construction LLC (“Altor”) in the Amount of $284,480 and Authorizing the City Manager to Amend the Contract Amount Using Contingency Funds of $42,720 for a Total Not-to-Exceed Amount of $327,200; and Authorizing the City Manager to Execute a First Amendment to the Professional Services Agreement with Bennett Engineering Services for Additional Construction Support Services for the Project, in the Amount Not to Exceed $36,500, Increasing the Total Not-to-Exceed Amount Under the Agreement to $111,330; CEQA Determination Exempt Pursuant to CEQA Guideline 15301 (PW) Adopted Resolution 15489
4 g. Medi-Cal Transportation Intergovernmental Transfer Program for Calendar Year 2026 Resolution Authorizing the City Manager to Execute a Certification Form for the San Rafael Fire Department to Participate in an Intergovernmental Transfer (IGT) with the California Department of Health Care Services (DHCS) for Reimbursement of Public Provider Ground Emergency Medical Transportation (PP-GEMT) Services for the Service Period of January 1, 2026, Through December 31, 2026, and Transfers to DHCS Not to Exceed $946,000 (FD)
Adopted Resolution 15490
PUBLIC HEARINGS:

3. Public Hearings:
a. Downtown Business Improvement District (BID) Assessment Annual Renewal Resolution Confirming the 2025 Annual Report for the Downtown San Rafael Business Improvement District and Levy of Assessments for Calendar Year 2026; Approving the Budget for the Assessments for Calendar Year 2026, and Appropriating Revenue Derived from Said Assessments (CED)
Senior Management Analyst Stacey Laumann presented the Staff Report.

Mayor Kate invited public comment.

Speakers: Sarah Tipple, San Rafael Business Improvement District Director, Karen (Strolia), San Rafael Chamber of Commerce President & CEO
Councilmembers provided comments.

Councilmember Hill moved and Councilmember Kertz seconded to Adopt the Resolution Confirming the 2025 Annual Report for the Downtown San Rafael Business Improvement District and Levy of Assessments for Calendar Year 2026; Approving the Budget for the Assessments for Calendar Year 2026, and Appropriating Revenue Derived from Said Assessments.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15491

OTHER AGENDA ITEMS

4. Other Agenda Items
a. San Rafael Chamber of Commerce Agreement
Resolution Authorizing the City Manager to Negotiate and Execute a One-Year Agreement with the San Rafael Chamber of Commerce for a Total Amount Not to Exceed $140,000 (CM)
Assistant City Manager Angela Robinson-Piñon presented the Staff Report.

Staff responded to questions from Councilmembers.
5 Mayor Kate invited public comment.

Speaker: Name Withheld
Staff responded to questions raised during public comment.

Councilmember Llorens Gulati moved and Councilmember Hill seconded to Adopt the Resolution Authorizing the City Manager to Negotiate and Execute a One-Year Agreement with the San Rafael Chamber of Commerce for a Total Amount Not to Exceed $140,000.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15492
b. Downtown San Rafael Business Improvement District Advisory Board Appointments Resolution Appointing Downtown Business Improvement District Advisory Board Members (CED)
Senior Management Analyst Stacey Laumann presented the Staff Report.

Mayor Kate invited public comment.

Speakers: Ken Dickinson, Gregory Andrew
Staff responded to questions raised during public comment.

Councilmembers provided comments.

Councilmember Kertz moved and Councilmember Hill seconded to Adopt the Resolution Appointing Downtown Business Improvement District Advisory Board Members.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Adopted Resolution 15493
c. Vice Mayor Election and City Council Appointments to Committees for 2026 Elect the Vice Mayor for 2026 and Approve City Council Appointments to Committees and Representation for 2026 (CC)
City Clerk Lindsay Lara presented the Staff Report.

Councilmembers provided comments.

Mayor Kate invited public comment.

Speakers: Ken Dickinson, Gregory Andrew
6 Staff and Councilmember Kertz responded to questions raised during public comment.

Councilmembers provided comments.

Vice Mayor Bushey moved and Councilmember Llorens Gulati seconded to Elect Rachel Kertz as the Vice Mayor for 2026 and Approve City Council Appointments to Committees and Representation for 2026 with the Amendment that Eli Hill be Appointed as Alternate to Marin Clean Energy (MCE) and Rachel Kertz be appointed to MCCMC’s Homeless Policy Steering Committee.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Elected Rachel Kertz as Vice Mayor and Approved City Council Appointments to Committees for 2026

OPEN TIME FOR PUBLIC EXPRESSION
o Ken Dickinson addressed the City Council regarding SB 707 and Open Time for Public Expression placement on the Agenda.
o Marianne Nannestad addressed the City Council regarding SAFE Team funding. o Gregory Andrew addressed the City Council regarding the City Council using laptops during public comment.

Staff responded to questions raised during public comment.

ADJOURNMENT:

Mayor Kate adjourned the meeting at 7:22 p.m.
__________________________
LINDSAY LARA, City Clerk
APPROVED THIS _____DAY OF____________, 2026
_____________________________________
KATE COLIN, Mayor
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 2.b
Meeting Date: January 20th, 2026

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: City Manager
Prepared by: Daniel Cooperman,
Community Services Div. Director
City Manager Approval: ______________
TOPIC: TEMPORARY CAMPING PROHIBITION AT CITY HALL
SUBJECT: RESOLUTION PROHIBITING CAMPING AT OR AROUND CITY HALL (APN 011-203- 12) FROM JANUARY 21, 2026, THROUGH JULY 21, 2026: CEQA DETERMINATION:

EXEMPT PURSUANT TO CEQA GUIDELINES 15061(B)(3); 15307, 15308 RECOMMENDATION:

Staff recommends that the City Council adopt a resolution prohibiting camping at or around City Hall from January 21, 2026, through July 21, 2026. The temporary prohibition of camping is necessary to conduct rodent/pest mitigation and scheduled building exterior maintenance.

BACKGROUND:

The City of San Rafael owns and operates a range of public facilities, including City Hall, the Public Safety Center, libraries, community centers, parks, and other municipal properties, which are intended to serve the public for governmental operations, civic engagement, recreation, and community services.

Maintaining these facilities as safe, accessible, and functional spaces for all members of the community is a core responsibility of the City.

Accordingly, San Rafael Municipal Code (SRMC) Section 19.50.030 prohibits camping at all times on certain public properties, including public facilities. SRMC 19.50.040 regulates the time, place and manner of camping on other public property. SRMC 19.50.030.B allows the City Council to adopt a resolution to prohibit camping on any public property in the City.

In recent years, the City, like many jurisdictions throughout California, has experienced an increase in unsheltered homelessness, resulting in camping activity directly adjacent to City Hall. While the City has worked with the County of Marin to expand outreach, shelter options, and supportive services, camping at City Hall has raised concerns about public health and safety, accessibility, sanitation, and operational impacts.

Historically, the City has had 2 to 3 individuals camping directly adjacent to the City Hall building. The population did not fluctuate, and the individuals maintained a clean camping area and did not interfere SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
with any City business or visitors at City Hall. The outside trash receptacles and nearby porta potty were sufficient to ensure that the camp sites were maintained in a clean and safe manner.

There has never been camping on the lawn adjacent to City Hall. Camping is not allowed at the Carnegie Hall Library at 1100 E Street (APN 011-203-01) because it is across the street from the preschool at 1510 5th Avenue (APN 011-201-10) and within 250 feet of Marin Academy’s playing fields (APN 011-161-13).

ANALYSIS:

In recent weeks the population of individuals camping around City Hall has more than quadrupled in size, as individuals new to San Rafael have established campsites on the property. The City Hall facilities cannot accommodate the growth in population of individuals camping around City Hall. Accordingly, trash, urine and rotten food overwhelm the campsite at City Hall. The odor emanating from the campsite can be overwhelming at times. The current campsite condition has attracted rodents and pests. To ensure the health and safety of all visitors to City Hall, including the individuals camping around City Hall, and City officials and employees, the City needs to take action to remediate the pest and rodent situation.

The size of the unsheltered population at City Hall limits access to the building for individuals with mobility needs in addition to being located in areas where pest and rodent remediation activities needs to occur.

During the pest and rodent remediation activities, the area surrounding City Hall must be fully cleared and remain unoccupied for a minimum of two months (Attachment 2).

In addition, the size of the encampment at City Hall has grown to the point where it is disrupting business at City Hall. Visitors to City Hall need to walk between tents to access City Hall through its front doors.

Previously, the encampment was contained off to side of the front doors. Some visitors feel apprehensive by walking so close to a tent. Disruption from the encampment has resulted in at least 30 calls for service to the San Rafael Police Department in the month of December 2025 alone to address the disruption.

City Hall cannot accommodate an encampment of this size while conducting the people’s business as usual.

In addition to the pest and rodent remediation, there is other planned work that would necessitate temporary closure of the City Hall campsite. The Fiscal Year 2025-26 through 2027-28 Capital Improvement Program includes Project BF26-04 City Hall Building Envelop Maintenance Upgrades. This project will provide essential building envelope maintenance to preserve the structure’s integrity, ensure safety for occupants and visitors, and extend the building’s useful life. Planned work includes sealing, waterproofing, exterior repairs, and other improvements to prevent weather-related deterioration and support the continued safe operations. This work is anticipated to start later this Spring.

Given the time necessary to complete comprehensive rodent and pest control around City Hall and the planned capital improvement project, Staff are recommending the City Council adopt a temporary prohibition of camping around City Hall effective at 12:00 pm on January 21, 2026, through July 21, 2026.

Pursuant to San Rafael Municipal Code Section 19.50.050(C), the City may require individuals in camping in prohibited areas to move immediately. In anticipation of this item, City Staff have conducted outreach to the impacted individuals to make them aware that they may need to relocate elsewhere by 12:00 pm on January 21, 2026, if the City Council acts to temporarily prohibit camping.

The proposed action is not intended to criminalize homelessness or replace the City’s ongoing efforts to address unsheltered homelessness. Indeed, the City has previously had to relocate individuals due to maintenance around City Hall. The City continues to invest in outreach, shelter capacity, interim housing, SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
and supportive services, and staff will continue to prioritize engagement and referrals to available resources. For example, last year the City entered into a Grant Agreement with the County of Marin to facilitate the purchase of 350 Merrydale Road and establishment of the County’s first interim shelter and a future affordable housing project. The proposed interim shelter will provide 65 cabins for individuals experiencing homelessness and will connect them to housing based case management and other social services on site.

ENVIRONMENTAL REVIEW:

Staff finds that the proposed approval of this resolution is exempt from the California Environmental Quality Act (CEQA) under the “common sense” exemption because it does not involve the construction or alteration of facilities and has no potential for resulting in direct or indirect significant effect on the environment, as described in CEQA Guidelines section 15061(b)(3). Additionally, the proposed action is intended to regulate and limit the secondary impacts associated with unhoused persons living in locations likely to cause damage to environmental resources, and to prohibit discharges of untreated wastewater and other pollutants, and is therefore exempt under Cal. Code of Regs, tit, 14,§ 15307, as an action to protect natural resources and under Cal. Code Regs, tit. 14, § 15308, as an action for protection of the environment.

COMMUNITY OUTREACH:

For the past several weeks, City staff have been conducting outreach to unhoused community members at City Hall, offering support services and connecting individuals with any available shelter and housing resources.

FISCAL IMPACT:

There is no fiscal impact associated with the adoption of this Order.

RECOMMENDED ACTION: Staff recommends that the City Council adopt a resolution prohibiting camping at or around City Hall from January 21, 2026, through July 21, 2026. The temporary prohibition of camping is necessary to conduct rodent/pest mitigation and scheduled building exterior maintenance.

ATTACHMENTS:

1. Resolution

2. Notice of Pest Control Services
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL PROHBITING CAMPING AT CITY HALL (APN 011-203-12)
FROM JANUARY 21, 2026 THROUGH JULY 21, 2026
WHEREAS, the City of San Rafael owns and operates public facilities, including City Hall, for governmental operations, civic engagement, and the delivery of public services, and has a responsibility to maintain these facilities as safe, accessible, and functional spaces for the community; and
WHEREAS, San Rafael Municipal Code (SRMC) Section 19.50.030 prohibits camping at all times on certain public properties, including public facilities; and WHEREAS, Section 19.50.030(B) of SRMC authorizes the City Council to absolutely prohibit camping, or to adopt time, place, or manner conditions on camping, at any time in or on one or more public properties or portions thereof; and
WHEREAS, camping at City Hall has resulted in conditions that raise public health and safety concerns, including but not limited to the accumulation of trash, food waste, and human waste, which have contributed to rodent and pest activity on the property; and WHEREAS, City staff have determined that rodent and pest mitigation activities are now necessary to protect the health and safety of individuals camping at City Hall, City employees, and members of the public, and that such work cannot be safely or effectively conducted while camping continues on the property; and
WHEREAS, the current size of the encampment at City Hall has also resulted in disruption to City Hall; and
WHEREAS, The Fiscal Year 2025-26 through 2027-28 Capital Improvement Program includes Project BF26-04 City Hall Building Envelop Maintenance Upgrades, which is scheduled for Spring 2026 and requires the encampment to be removed to have full access to the building; and
WHEREAS, given the time necessary to complete the comprehensive rodent and pest control around City Hall and the planned capital improvement project, a camping prohibition at City Hall for six months is required to complete these activities; and WHEREAS, the City Council finds that this action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3) (common sense exemption), and sections 15307 and 15308 of Title 14 of the California Code of Regulations, as actions taken to protect natural resources and the environment.

NOW, THEREFORE BE IT RESOLVED, based on the staff report and presentation and public comment received, the City Council hereby finds that the foregoing recitals are true and correct and order camping to be prohibited on or at City Hall, which includes all of APN 011-203-12, from 12:00 pm on January 21, 2026, through July 21, 2026, 11:59 p.m. and authorizes the City Manager to take action to effectuate this prohibition, including but not limited, to clearing the existing campsite.

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 said City on the 20th day of January 2026, by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

Lindsay Lara, City Clerk
304 Sutton Place, Santa Rosa, CA 95401
Sonoma: (707) 573-5899
Marin: (415) 257-8987
PR: 7519
________________________________________________________________________________________________ Prepared for:

City of San Rafael
Service Address:
1400 5th Ave.

San Rafael 94901
We Care Pest Solutions advises that the exterior of 1400 5th Ave, San Rafael Ca will need to be restricted due to the application of pesticides for the treatment of roach and ant activity, in addition to the placement of rodent trapping devices. For safety and compliance purposes, no persons may be present within the treatment area during this time. We respectfully request that the area be fully cleared and remain unoccupied for a minimum of two months. Human and pet access will be at the rear of the building.

City Of San Rafael will be responsible for posting signage. ____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 2.c
Meeting Date: January 20, 2026

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Community and Economic Development
Prepared by: Margaret Kavanaugh-Lynch
Planning Manager
City Manager Approval: ______________
TOPIC: AWARD WRT CONSULTANTS CONTRACT TO PREPARE THE SOUTHEAST

SPECIFIC PLAN
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

PROFESSIONAL SERVICES AGREEMENT WITH WRT CONSULTANTS FOR

THE PREPARATION OF THE SOUTHEAST SAN RAFAEL SPECIFIC PLAN IN AN AMOUNT NOT TO EXCEED $797,000; AND AUTHORIZING A

SUPPLEMENTAL BUDGET APPROPRIATION WITHIN THE DEVELOPMENT SERVICES FUND (207)
RECOMMENDATION:

Staff recommends that the City Council adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with WRT Consultants for the Preparation of the Southeast San Rafael Specific Plan in an Amount Not to Exceed $797,000; and Authorizing a Supplemental Budget Appropriation within the Development Services Fund (207).

BACKGROUND:

In January 2022, the Metropolitan Transportation Commission (MTC) released the third round of One Bay Area Grant (OBAG3) funds for projects and programs that improve safety, spur economic development, and help the Bay Area meet climate change and air quality improvement goals. In this round of funds, the Transportation Authority of Marin (TAM) was responsible for evaluating projects, establishing initial project prioritization based on a list of criteria, and submitting project nominations for consideration by MTC.

On October 17, 2022, the City Council passed Resolution No. 15144 to authorize local support for the filing of applications for funding with the MTC and to provide assurance to complete both the Canal/Southeast Area Priority Development Area (PDA) Study Grant and the Northgate Area PDA Study.

On October 21, 2025, City of San Rafael staff received final approval from the MTC to secure the funding to prepare the Southeast San Rafael Specific Plan.

On December 1, 2025, the City Council approved a resolution authorizing the City Manager to enter into Supplement No. 3 to the Master Funding Agreement between the City and MTC to secure the funding for the preparation of this specific plan.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
Specific plans serve as standalone planning documents, replacing the General Plan and the citywide zoning ordinance for the Specific Plan area. By law, a Specific Plan is required to include: 1. land use regulations and development standards; 2. a program of implementing measures; 3. planned and needed public works projects to serve the Specific Plan area (essentially a capital improvement program); and 4. financing measures necessary to implement the Plan and its recommendations.

On March 7, 2025, staff released a Request for Proposals (RFP) to solicit proposals for consulting services for the preparation of a Specific Plan, including environmental review and technical support services. The original deadline was set for April 17, 2025. Due to its complexity, the staff received requests to extend the deadline. The final deadline was set for April 21, 2025. Staff received five proposals and held interviews with each consultant team. After extensive discussion and deliberation, on July 30, 2025, WRT was selected by staff as the best consulting firm for this project.

ANALYSIS:

While all of the responses to the Southeast San Rafael Specific Plan RFP had strong responses, WRT’s proposal was exceptional, as this firm brought together a strong team of planners, engineers, and public engagement professionals, including the Canal Alliance. The combination of expertise was wellpositioned to address the unique challenges of this part of our city. Moreover, WRT’s approach will advance the following goal from the City Council’s Strategic Plan for Fiscal Years 2025-2028:

Goal A.3.5 Develop an East San Rafael Specific Plan using the City’s inclusive resident engagement philosophy; collaborate with the community and Canal Alliance to ensure alignment with their community vision plan (Nuestro Canal, Nuestro Futuro).

Accordingly, staff recommends that the City Council authorize the City Manager to enter into a new professional services agreement for consulting services with WRT in an amount not to exceed $797,000, the amount of funding available for each Specific Plan under the OBAG 3 grant. Once the professional services agreement is authorized, the Community and Economic Development Department will ensure the project moves forward and that funds are used appropriately by conditioning consultant payments on meeting key milestones.

FISCAL IMPACT:

The staff recommendation presented in this staff report would authorize a professional service contract totaling $797,000, all of which will be funded by MTC through the OBAG 3 grant. Council action is requested as part of the staff recommendation to authorize supplemental budget adjustments within the Development Services Fund (207) on a continual basis, not to exceed available funds.

OPTIONS:

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

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

3. Direct staff to return with more information.

4. Take no action.

RECOMMENDED ACTION:

ATTACHMENTS:

1. Resolution
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3

2. Professional Services Agreement

Page 1 of 2 ends

RESOLUTION NO.

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL

SERVICES AGREEMENT WITH WRT CONSULTANTS FOR THE PREPARATION OF THE SOUTHEAST SAN RAFAEL SPECIFIC PLAN IN AN AMOUNT NOT TO EXCEED $797,000;

AND AUTHORIZING A SUPPLEMENTAL BUDGET APPROPRIATION WITHIN THE DEVELOPMENT SERVICES FUND (207).

WHEREAS, on January 2022, the Metropolitan Transportation Commission (MTC) released the third round of One Bay Area Grant (OBAG3) funds; and.

WHEREAS, On October 17, 2022, the City Council passed Resolution No. 15144 to authorize local support for the filing of applications for funding with the MTC and to provide assurance to complete both the Canal/Southeast Area Priority Development Area (PDA) Study Grant and the Northgate Area PDA Study; and
WHEREAS, the City of San Rafael’s Community and Economic Development (CED) Department issued a Request for Proposal (RFP) on March 7, 2025 to prepare a Specific Plan for Southeast San Rafael; and
WHEREAS, the City of San Rafael’s CED Department closed the RFP bid process on April 21, 2025); and
WHEREAS, five qualified consulting firms submitted proposals by the deadline; and WHEREAS, staff reviewed each proposal and interviewed all five consulting firms and selected the best firm for the task, based on their expertise in planning, engineering and public outreach expertise; and
WHEREAS, On October 21, 2025, City of San Rafael (City) staff received final approval from the MTC to secure for the funding to prepare the Southeast San Rafael Specific Plan; and WHEREAS, the CED Department will fund the costs of the professional services agreement using $797,000 in funds available from the MTC OBAG 3 grant that the City Council approved at the December 1, 2025 meeting.

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 WRT, for an amount not to exceed $797,000; and FURTHER RESOLVED, that the City Council authorizes a supplemental budget appropriations within the Development Services Fund (207) in the amount of $797,000, supported by available grant funding.

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 the 20th day of January 2026, by the following vote, to wit:

AYES: Councilmembers:

Page 2 of 2 ends

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.”.

Wallace, Roberts and Todd, LLC
Pennsylvania
Southeast San Rafael Specific Plan
April 7, 2025
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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 Three (3) Years
790,000
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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.

Margaret Kavanaugh-Lynch
Poonam Narkar
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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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 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: ______________________
San Francisco, CA 94105
[email protected] [email protected] 1400 Fifth Ave 120 2nd Street, 3rd Floor
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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: _____________________________
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 1 SoutheastSanRafaelSpecificPlan
WRT ScopeofWork
The following Scope of Work reflects the outline approved by MTC in accordance with PDA grant requirements.

TASK 1: START UP
This task involves activities related to initiation of the Specific Plan, including a kickoff meeting and development of a community engagement strategy.

1.1 Community Engagement Strategy WRT and Canal Alliance will collaborate with city staff to develop a Community Engagement Strategy tailored for the Specific Plan. The Strategy will cover engagement activities as they relate to key junctures during the course of the project.

The focus of the strategy will be on providing meaningful opportunities for public input into the development of the Plan and on actively engaging a range of stakeholders—including residents, business owners, property owners, local organized groups, community and faithbased organizations, schools, seniors, youth, and mono-lingual Spanish-speaking residents throughout the process. Successful outreach and engagement meets people where they are and provides meaningful opportunities for input that influences outcomes. The Community Engagement Strategy will show how engagement will influence outcomes at each phase and include a range of tested and proven methods, including community meetings, workshops, and listening sessions; pop-up outreach at events around the area; interactive online surveys; a dedicated city website, social media engagement; and formal public meetings, as well as activities engaging traditionally underrepresented communities. The Community Engagement Strategy will build offinsights from prior community engagement, as summarized in the Plan Audit, the Canal Alliance’s Nuestro Canal Nuestro Futuro project, and Community Action Marin’s 2025 Needs Assessment in order to reduce the risk of community engagement fatigue.

1.2 Project Kickoff Meeting. The contractor team will meet with City staff to review objectives for the Specific Plan and community engagement, as well as the scope of work, budget, and schedule. At the kickoff meeting we will discuss project goals and key challenges, identify data needs, clarify roles and responsibilities, and establish communication, data sharing, and invoicing protocols. Additionally, the kickoff meeting will be an opportunity to review community engagement strategy components. Following the kickoff meeting, staff and contractors will conduct a van/car/walking tour of the plan area. Following the kickoff meeting and site tour, the contractor team will provide a brief summary memorandum detailing attendees, topics discussed, and action items/next steps. WRT will create and maintain a shared project drive (Microsoft SharePoint) for use throughout the duration of the planning Exhibit A
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 2 process, where team members may easily upload data and share information. WRT will set up base maps, document templates and a repository of relevant background information for team use.

WRT will set up project protocols regarding communication, file sharing, invoicing, etc. to share with the contractorteam and City staff. WRT will develop a list of requested project data to be provided by Staff, including relevant plans, reports, and GIS data.

1.3 Project Management and Meetings. WRT will work with the City’s project manager to schedule virtual monthly check-in meetings with City Staff and key personnel for ongoing coordination and provide regular project updates to review project status, milestones, and project needs and concerns. The monthly check-in meetings will be scheduled to be one hour long. WRT will provide monthly invoices following the templates and protocols provided by staff.

Meetings: Kickoff meeting; virtual check-in meetings (30 meetings) Deliverables:

1.1 Community Engagement Strategy (1 draft and final)

1.2 Kickoff meeting summary memorandum, including refined work plan and schedule, list of data and information needs, and project protocols

1.3 Project invoices
City Responsibilities: Kick-off meeting set-up, including meeting invitations to relevant City staff, securing meeting venue, and leading the site tour to provide the contractor team with relevant background information.

Task 2: Community and Stakeholder Engagement
As identified in Task 1 (Final Community Engagement Strategy) - City planning staff will work with the contractor team to identify key staff from the City of San Rafael’s Economic Development Division, Library and Recreation Department, and Digital Service and Open Government Department, as well as representatives from the SchoolDistrictin the plan area and community-basedorganizations. The goal is toleverage community events thatmay occurinornearthePlan area to informresidents about the Specific Plan and to gather input in a variety of forums. At the end of the task, a brief Community Engagement Report summarizing activities completed and key findings will be prepared by the contractor.

2.1 Pop-up Outreach and or Community Listening Sessions. The WRT team will work with City staff to develop a list of stakeholders and interest groups representing the business community, youth and families, seniors, and people with disabilities to engage in order to Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 3 understand key issues, concerns, and opportunities that will inform the preparation of the Specific Plan. The stakeholder engagement may be conducted as one-on-one interviews, either in person or virtual, and/or as focus groups formed around key topics. Up to three listening sessions/pop-up outreach sessions will be held as part of this initial step at locations identified in Task 1. Materials for these sessions shall be provided in English and Spanish and will include QR codes that link participants to the dedicated city website, which will have short surveys to ensure that confidential responses are supported. Pop-up outreach may be conducted at Canal Alliance’s quarterly Community Fair for Nuestro Canal, Nuestro Futuro, or other city-wide events to get feedback from the broader community.

2.2 Community Workshops. Building on community input received at the listening sessions and initial pop-up events, staff and contractor team will prepare a list of issues that have been presented by stakeholders. The contractor team will conduct two community workshops based on Task 1. The workshops will include visioning for the plan area and exploring ideas for realizing the vision while navigating trade-offs needed to achieve it through alternative design concepts. The themes to discuss trade-offs may include:
• Development without Displacement (Example: Building Affordable Housing and Tenant Protections),
• Preserving our Canal’s Culture (Example: Street Vendor Zones), • Staying Active, Mobile and Safe (Example: Pedestrian Bridge), • Creating Jobs,
• Building Wealth (Example: Day Labor Center),
• Making our Shoreline Resilient (Example: Green Infrastructure and Habitat Restoration).

Materials for the workshop will include presentations and/or interactive large-format display graphics summarizing issues identified, concept alternatives, and next steps. This effort includes noticing, holding, and summarizing the event in English and Spanish.

Whenever possible and appropriate, the Specific Plan team will utilize the Placemaking Hub – an open suite at Canal Alliance’s 711 Grand Avenue building, where the community can dream boldly via creative exercises to prioritize community development in the Canal. This hub will be a place to showcase community ideas and progress in action. The space is big enough to have about 30 people at one time.

2.3 TechnicalAdvisory Committee. TheCity will convene a Technical AdvisoryCommittee (TAC) to advise on technical aspects of the Specific Plan and provide valuable insight on topics such as sea level rise, mobility, housing, safety, and infrastructure. Members will include key staff from City departments, ABAG/MTC liaison, and representatives from other affected agencies.

Staff and the contractor will facilitate a total of three TAC meetings to be held at key junctures during the course of the project, and the TAC will review and provide feedback on key project deliverables, including the administrative draft Specific Plan. The timing and objectives of Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 4 each TAC meeting will be described in subsequent tasks. TAC meetings will not be public meetings subject to the Brown Act, however, brief meeting summaries will be prepared and posted to the project website in English and Spanish.

2.4 Project Branding, Outreach and Website: As per the Final Community Engagement Strategy developed in Task 1, the contractor team will help develop a dedicated project webpage hosted on the City’s website, providing project branding, text and graphic content, and updates to the City staff as needed, generally monthly. The WRT team will create a branding concept for staff and the City’s Communications team to review and approve. The project branding will include a project logo, color palette and typestyles. Social media content will be included for the City to publicize engagement opportunities. The project website will include a project overview and public content. Materials will be provided in English and Spanish and will be ADA-compliant.

2.5 Decision-Maker Study Sessions. The contractor will assist City staff in facilitating two study sessions – one with the Planning Commission and one with the City Council – to review the Draft Specific Plan and the community input that has informed it. The objective of the study sessions will be to confirm the Specific Plan reflects the City's desired vision for the Northgate Precise Plan Area, prior to commencing environmental review.

Meetings:
• Up to three (3) pop-up events/listening sessions;
• Two (2) community workshops;
• Three (3) TAC meetings;
• Two (2) decision-maker study sessions.

Deliverables:

2.1 Draft and final Stakeholder list

2.2 Meeting materials for pop-up events/listening sessions x4

2.3 Meeting materials for community workshop x2

2.4 Meeting materials for decision-maker study sessions x2

2.5 Draft and final website content and graphics (1 round of city review and comment/feedback);

2.6 Draft and final website pages (implemented and live).

2.7 Short survey(s) x2

2.8 Draft and final branding guide (1 round of city review and comment/feedback)

2.9 Digital and printable outreach materials such as flyers, posters, social media, etc

2.10 TAC meeting summaries x3

2.11 Draft and Final Community Engagement Report, which includes an analysis of survey and engagement findings at each stage of the project(Task 3 and Task Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 5 4) x2 community workshops.

City Responsibilities: Provide stakeholder details/contact, venue for pop-up/in-person listening sessions, venue and public notice for community workshops, and host project webpage on city website.

Task 3: Issues and Opportunities Identification
This task involves preparation of a series of memorandums summarizing existing conditions, issues, and opportunities in the Southeast San Rafael Specific Plan Area. The memoranda will be reviewed with the TAC, comprised of staff from the City, ABAG/MTC liaison, and other partner agencies, and refined on the basis of TAC feedback. The findings of these memoranda as well as the outcomes of Task 2 will inform development of Draft Specific Plan.

3.1 Existing Conditions Memorandum.

This memorandum serves to provide a summary of the previous planning efforts and existing conditions of the Plan Area. The WRT team will focus on conducting a review of available plans, reports, and data to understand key challenges, issues, and potential opportunities in the Specific Plan Area. This task will rely entirely on existing data, and no new data will be created. It is our understanding that the city is conducting an analysis of adopted plans over the past 10 years. The WRT team will review the summary of findings from this effort and use it as a foundational reference.

The WRT Team will prepare a concise Existing Conditions Review Memo to establish a baseline understanding of the current physical, economic, mobility, and infrastructure context in the project area. The memo will include a summary of key takeaways from:
• Relevant regulatory documents, demographics and population characteristics, employment characteristics
• Existing land use and development patterns
• Open Space and Public realm access
• Review and compilation of available data and documents regarding housing. • W-Trans’ analysis on auto and non-auto circulation and trip patterns, including transit operations, based on consultation with Marin Transit and Golden Gate Transit staff • Overview of existing Vehicle Miles Traveled (VMT) performance metrics for the Plan area, based on data obtained from the Transportation Authority of Marin Travel Demand Model (TAMDM). A brief summary of applicable VMT significance thresholds as well an assessment of whether all or part of the Specific Plan area would be subject to VMT “screening” will also be provided.
• W-Trans’ analysis of parking standards and requirements from the City’s Municipal Code (Chapter 14.18), the Metropolitan Transportation Commission’s (MTC) Transit-Oriented Communities (TOC) policy, State laws (e.g., AB2097, AB894), as well as a discussion of Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 6 any recently collected parking occupancy data. An update of the City’s revised Residential Parking Permit program will also be included. • Arup’s review of wet utility infrastructure (water, sewer, storm) within the Plan area using existing plans, as-built drawing and publicly available data or data provided by the city.

No new data will be created as part of this task.
• Arup and WRT’s review of inundation maps, geotechnical and climate related hazards, and datasets generated for the Canal Community Resilience Planning Project, City of San Rafael Sea Level Rise (SLR) Study, Federal Emergency Management Agency (FEMA) floodplains, and data provided by the City’s Climate Adaptation & Resilience Team.

3.2 Priority Development Area Profile. The contractor team will prepare a Priority Development Area (PDA) profile detailing the demographic and socio-economic characteristics of the planning area. The PDA profile will characterize the population in the Plan area (age, ethnicity, language spoken, place of birth, disability, employment, place of work, income and poverty, travel mode to work, commute patterns, ownership map and vehicle availability) using information from the U.S. Census and the General Plan/Housing Element, and GIS database.

3.3 Market Conditions and Trends Report. The contractor team will prepare a comprehensive Market Conditions and Trends Report analyzing economic, demographic, and land use trends within the plan area. This will include mapping and assessing key community assets such as workforce development programs, job centers, medical and community facilities, grocery stores/access to food, recreational amenities, schools, childcare centers, gathering spaces, and cultural venues. The report will identify gaps in services and amenities, highlight emerging trends, and propose strategies to address deficiencies in the context ofrising sea levels. It will also include a preliminary analysis of fiscal impacts, such as sales tax generation, contributions to the General Fund, and a comparative financing strategy outlining how different land use alternatives support long-term municipal revenue. The review will also incorporate Strategic Economics’ recent housing market analyses and feasibility assessment for the San Rafael inclusionary housing study and work for SMART on station area economic conditions and opportunities.

This assessment will describe the economic role of employment lands within the specific plan area and business displacement pressures. Analyses will include an overview of real estate inventory and market conditions and trends via CoStar data and analysis of the existing mix of businesses by size via business license data (or CoStar tenant data). Market data and up to three interviews with local brokers—along with findings from the specific plan engagement efforts—will be used to identify trends and issues within the competing market area for similar industrial and retail uses.

3.4 AffordableHousing/Anti-DisplacementStrategy.An affordable housing/anti-displacement strategy will be developed to help ensure a range of housing options that are affordable to Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 7 households of all income levels will be available within the Specific Plan area. The strategy will describe the existing demographic and housing profile of the area, quantify the need for affordable housing, and identify specific affordable housing goals for the Specific Plan. The strategy will address the following:
• Assessment of existing conditions, including the existing population, housing characteristics, and market conditions as drawn from the market assessment, and relevant policies.
• Quantification of affordable housing need by income level for existing and future population.
• Identification of goals and objectives.
• Location and generalized types of units to be developed in the plan area. • Policies, standards, and programs to attract and facilitate the development of affordable units.

In this assessment, Strategic Economics will focus on market conditions, policies, and resources that affect the ability to produce market rate and affordable housing, preserve existing affordable housing (both deed-restricted and “naturally occurring”), and protect existing tenants. Review of recent development activity and rent and sales price trend data will be used to identify development conditions for producing market rate housing. Analysis of funding sources for one to two recent tax credit applications for 100% affordable housing projects will be used to identify local funding contributions and local funding gaps for affordable housing projects. Review of findings from the UC Berkeley Urban Displacement Project will identify displacement risks, along with relevant information from the Housing Element regarding demographic conditions and affordable housing projects with expiring deed restrictions. The analysis will also include one interview with an affordable housing developer and one interview with a market-rate housing developer. Existing local housing policies and funding sources will be compared against best practices and TOC compliance options to identify additional policies for potential adoption and policies that are most applicable to the specific plan area.

Meetings: TAC Meeting #1 (Existing conditions review); Ad hoc meetings with City staff.

Deliverables:

3.1 Draft and final Existing Conditions Memo

3.2 Draft and final PDA Profile

3.3 Draft and final Market Conditions and Trends Report City Responsibilities: TAC meetings organization
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 8 Task 4: Alternatives Evaluation
This task involves the preparation of up to three land use and circulation alternatives that respond tothe existing conditions,issues, and opportunities identifiedinTask 3,aswell as inputreceived from the initial community outreach and engagement events. The alternatives will be represented conceptually with illustrations and examples to facilitate understanding and presented to the community for feedback. Based on the community input received, a Preferred Plan will be developed to reflect community preferences and priorities and reviewed with the TAC.

4.1 Land Use and Circulation Alternatives. The contractor team will prepare up to three (3) land use and circulation alternatives based on the analysis and public input gathered to date.

These Alternatives will encapsulate options for the future of the Plan Area over a 25- to 30- year horizon. Focusing on specific vacant and underutilized opportunity sites within the Specific Plan Area where redevelopment is foreseeable, the alternatives will be designed to explore options for land use mix; density and development intensity; economic development; connectivity, multimodal mobility, and streetscapes; sea-level rise and the public realm. The alternatives will be presented in a series of maps, graphics, and images with accompanying text, so the information is concise, inviting to look at, and easily understood. Projections for net new housing units, population, and non-residential square footage will be developed for each alternative.

The alternatives will assess the future role of industrial and commercial areas within the Plan Area. This will include an evaluation of the economic viability of existing uses, opportunities for employment growth, and the potential for repositioning or integrating light industrial and commercial spaces with mixed-use development. Consideration will be given to how these areas can support equitable economic development, job creation, and fiscal sustainability over time.

The team will develop alternatives that strive to enhance circulation and safety for non-auto modes of travel. Emphasis will be placed on establishing strong multi-modal linkages within the Plan area as well as effective connections to major bicycle and transit networks, downtown, and SMART. Distinguishing differences in multi-modal circulation and parking among the alternatives will be developed. Evaluation criteria will be qualitative and include pedestrian and bicycle connectivity within and beyond the Plan area, influences of parking strategies, and the ability and convenience of using transit.

4.2 Seek input on the alternatives: The alternatives will be reviewed with the TAC and refined as needed prior to the community workshop described in Task 2.

4.3 Preferred Plan. Based on the community input received, the WRT team will facilitate a work session with City staff to select a Draft Preferred Plan to reflect community preferences and priorities. The Draft Preferred Plan will contain the following components:

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 9 • Vision Statement-reflecting community aspirations for the Southeast San Rafael Specific Plan Area in view of identified issues and opportunities. • Land Use and Circulation Map - illustrating the desired mix of land uses, densities and intensities, and the circulation improvements needed to support them. • Conceptual Renderings - representing the future physical form and character of development at two key opportunity sites along the Southeast San Rafael Specific Plan Area, including associated streetscapes.
• Equity Assessment - outlining issues and strategies to address equity issues, based on previously completed analysis including the housing needs assessment and affirmatively furthering fair housing analysis completed as part of the Housing Element. • Infrastructure Assessment - a planning level assessment of infrastructure improvements needed to supportthedevelopmentpattern ofthePreferredPlan, based on inputfrom City staff, Marin Municipal Water District, Las Gallinas Valley Sanitary District and other service providers.

The Draft Preferred Plan will be reviewed with the TAC and refined based on input received.

Subsequently, it will be presented to the community at large for feedback as part of an interactive online survey on the city’s website and a second community workshop. This survey will be advertised on social media outlets, the city website and other outlets. Survey results and the Preferred Plan will be presented to City of San Rafel decision-makers at two study sessions – one before the Planning Commission and one before the City Council. Once approved by decision-makers, the Preferred Plan will serve as the basis for the Draft Specific Plan and any necessary environmental review steps pursuant to the California Environmental Quality Act (CEQA).

Meetings: TAC Meeting #2 (Alternatives review); TAC Meeting #3 (Preferred Plan review) Deliverables:

4.1 Alternatives package (draft and final)

4.2 Survey (draft and final)

4.3 Preferred Plan package (draft and final)

4.4 TAC meeting summaries
City Responsibilities: TAC meetings organization
Task 5: Draft Plan Preparation
This task involves preparing the full Draft Specific Plan, incorporating the major substantive content developed during preceding tasks.

5.1 Administrative Draft Plan. An Administrative Draft Specific Plan will be prepared, informed by the assessments and findings of prior tasks. The following sections are anticipated:

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 10 • Introduction and Vision: The intent, organization, and introduction to the Specific Plan, together with a summary of the community engagement processes and disaggregated community input and a statement of goals, concepts, and desired outcomes. • Land Use and Housing: Land use designations, permitted and/or required use mixes, and development intensities presented in the form of site maps, detailed circulation plans, and supportive graphics. Development potential, including market-rate and affordable housing units, building square footage, population, and job projections. Affordable housing and anti-displacement strategies will be incorporated. • Circulation: Key circulation improvements for pedestrians, bicyclists, transit, motor vehicles and their integration with the broader citywide context. This section will include a strategy for multi-modal access and connectivity to and within the planning area to promote transit use and other alternative modes of transportation, including policies for complete streets, parking management, and zero emissions vehicle fueling and charging infrastructure.
• Urban Design and Public Realm: Objective development standards and public realm design guidelines to integrate new development into the Plan Area and foster pedestrianand transit-oriented building and open space design, enhancing safety and multi-modal access and connectivity.
• Community Assets & Infrastructure: Schools, parks, health care and social service facilities along with any other community facilities and public infrastructure improvements needed to support the vision for the Specific Plan will be identified. The Specific Plan will identify implementation of early adaptation strategies through midcentury that align with the strategies to address sea level rise, flooding, and ground subsidence, drawing from the City’s ongoing resilience planning efforts. • Equity, Health and Environmental Sustainability: Goals, policies, and design guidance related to social, economic, transportation, and environmental equity within the Plan Area. This includes pedestrian and bicycle connections to jobs, schools, parks, services, and transit; as well as climate resilience/adaptation programs. Progress indicators to monitor and measure the Plan’s achievement of equity, health, and environmental sustainability and resilience goals.
• Economic and Funding Strategy: will identify potential funding tools for implementing infrastructure funding needs, along with specialized input from other contractor team members regarding sea level rise funding opportunities. • Implementation Framework: A roadmap for realizing the Plan’s vision over time. This section will include phasing recommendations, lead agency roles, timelines, cost considerations, and potential funding and financing strategies, including options for infrastructure and affordable housing investment.

5.2 Public Review Draft. Following staff review of the Administrative Draft, the contractor team will respond to one round of consolidated comments and prepare a screen check draft for Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 11 staff to confirm comments have been adequately addressed. Then a Public Review Draft Specific Plan will be released for comment.

5.3 Final Specific Plan. Following the public review period, the Contractor Team will revise the Draft Specific Plan based on feedback received from the public, stakeholders, and City staff.

The Final Specific Plan will be fully formatted and prepared for publication, reflecting all agreed-upon revisions.

5.4 Zoning Amendments. The contractor team will identify updates to use tables and design/development standards corresponding to the districts/uses for consistency with the Preferred Plan. These will address floor area ratio (FAR), height, parking, coverage or open space requirements, massing and articulation and transitions among other key regulations and character defining features. These will be used by staff to subsequently prepare Ordinances for the zoning text amendments.

Meetings: Ad hoc meetings with City staff.

Deliverables:

5.1 DraftSpecific Plan (administrative draft, screen check and public review draft)

5.2 Final Specific Plan

5.3 Zoning Amendment Language
Task 6: Environmental Review
An Environmental Impact Report (EIR) is anticipated to be required for the Plan. This scope of work assumes that the preparation of an EIR will be completed.

6.1 EIR Initiation and Kick-off Meeting. To begin, DJP&A, subcontractor to WRT, will review the draft Specific Plan, confirm project understanding (including development assumptions), review prior, applicable CEQA documentation completed (including the San Rafael General Plan 2040 & Downtown Precise Plan Final EIR), confirm key environmental issues, confirm necessary technical reports, and collect necessary data and research. DJP&A will also participate in a CEQA kickoff meeting with the City and the project team to discuss the Specific Plan project, further refine the EIR scope as needed, identify alternatives, and coordinate the scheduling and preparation of the EIR. Depending on the scope of the proposed Specific Plan, the scope of the EIR below may be reduced or augmented.

6.2 Notice of Preparation and Scoping. The proposed EIR scope assumes that the Specific Plan would not result in substantial changes to the land use or growth planned for the Specific Plan area in the General Plan and the EIR analysis will tier off San Rafael General Plan 2040 & Downtown Precise Plan Final EIR and be based on existing, available information (with the Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 12 exception of a limited VMT analysis). DJP&A will draft the EIR project description and provide it electronically to the City to review for accuracy. This proposal assumes one round of review by the City and that the City will provide DJP&A a single, consolidated set of comments in track changes. Once the project description is finalized, DJP&A will prepare a draft of the Notice of Preparation (NOP) pursuant to CEQA. This scope includes one round of review of the draft NOP by the City and that the City will provide a single, consolidated set of comments in track changes. DJP&A will finalize the NOP based on City comments. The City staff will be responsible for filing the NOP at the State Clearinghouse, County Clerk, responsible trustee agencies, and other interested parties. During the 30-day scoping period, a public meeting will be held to take comments on issues to be addressed in the EIR. The contractor team will coordinate with City staff on the meeting format. DJP&A will compile all comments received on the NOP in a single PDF and transmit them to the City. A copy of the NOP comments will be included as an appendix to the Draft EIR.

6.3 Prepare Draft EIR. DJP&A will prepare a focused, program-level Draft EIR pursuant to the requirements of the California Environmental Quality Act (CEQA) and the City of San Rafael for the Draft Specific Plan. The Draft EIR will include: (1) introduction describing the purpose of the EIR and an overview of the CEQA process, (2) EIR summary of the project description, impacts and proposed mitigation measures, (3) detailed project description (which was prepared under Task 6.1 above) with project objectives and necessary discretionary actions, (4) a section that focuses on the project’s potentially significant impacts including cumulative and growth inducing effects, applicable mitigation measures, and the environmental setting of the existing conditions at the time the NOP is released, and (5) a section that discusses the project’s less than significant environmental impacts. A discussion of the project’s consistency with applicable plans and policies will be included with particular attention given to inconsistencies, if any are identified. This EIR will tier from the San Rafael General Plan 2040 & Downtown Precise Plan Final EIR to the maximum extent feasible. DJP&A will rely on established significance thresholds and assist the City in identifying appropriate thresholds as needed. The EIR will be supported by a Transportation Technical Memorandum prepared by W-Trans as described further below.

Transportation Technical Memorandum. W-Trans will prepare a technical memorandum addressing transportation-related CEQA topic areas to be included as an appendix to the Draft EIR. The thresholds of significance for the circulation analysis will be determined based on CEQA guidelines together with criteria set by the City of San Rafael. W-Trans will review the Draft Plan’s policies and any proposed improvements relating to circulation and determine whether any significant circulation impacts would result. The CEQA circulation analysis will assess potential changes to pedestrian, bicycle, and transit modes that would result from implementation of the Specific Plan, including consistency with adopted multimodal policies and active transportation plans.

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 13 Consistent with the CEQA Guidelines, the transportation analysis will also include a VMT analysis; no analysis of traffic congestion-related levels of service (LOS) is included. The VMT analysis will leverage screening parameters and available data to the degree possible, including projections extracted from the TAMDM model by KAI. Rather than perform a costly and time-intensive update of TAMDM to account for minor changes in land uses associated with the Specific Plan, VMT performance metrics and supporting data such as trip lengths will be extracted from the TAMDM’s currently-configured scenarios as applied in the recent US 101/I-580 Multimodal and Local Access Improvement Project. As needed to support the transportation and GHG analyses, this data will be used to calculate performance metrics such as VMT per capita, VMT per employee, and the incremental change in total VMT. The following three scenarios will be included in the VMT assessment:
• Existing Conditions (as obtained from the TAMDM base year) • Cumulative 2040 No Project (including buildout of the San Rafael General Plan) • Cumulative 2040 with Specific Plan (including minor land use changes associated with the Specific Plan as compared to the General Plan)
Recommended mitigation measures for each of the transportation topic areas will be indicated where appropriate. Any modifications or mitigations needed to reduce circulation impacts to less-than-significant levels will be identified.

Upon completion of the Administrative Draft EIR (ADEIR), DJP&A will submit it electronically in Word to the City for review. This proposal assumes the City will provide a single, consolidated set of comments on the document and Transportation Technical Memorandum to DJP&A in track changes and that the comments require minimal effort to address. DJP&A will revise the ADEIR and W-Trans will revise the Transportation Technical Memorandum based on City comments and submit an electronic Screencheck EIR and final Transportation Technical Memorandum to the City for final review. The City will provide a single, consolidated set of comments on the Screencheck EIR to DJP&A in track changes and it is assumed the comments require minimal effort to address.

After addressing City comments, DJP&A will finalize the Draft EIR and provide the City with up to five hard copies and a PDF of the document. This scope assumes the City will post and file the Draft EIR as required by CEQA and AB 819.

DJP&A will prepare drafts of the Notice of Availability (NOA) and Notice of Completion (NOC) and submit them electronically to the City for review. This scope assumes one round of review by the City and that the City will provide DJP&A with a single, consolidated set of comments in track changes. DJP&A will finalize these notices based on City comments. This scope assumes the City will post, file, mail, and publish these notices as required under CEQA.

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 14 6.4 Prepare Final EIR and Mitigation Monitoring and Reporting Program. After close of the 45- day Draft EIR comment period, contractor team will bracket and number each individual comment received within each comment letter and any comments received during the public hearing and will prepare responses to each comment that pertains to environmental issues.

The scope assumes that no comments are received that require additional technical analysis.

DJP&A will submit the Administrative Draft Final EIR electronically in Word to the City for review. This proposal assumes two rounds of review of the Administrative Draft Final EIR by the City, the City will provide a single, consolidated set of comments on the document to DJP&A in track changes and that the comments require minimal effort to address. DJP&A will finalize the Final EIR and provide the City with up to five hard copies and a PDF of the document. This scope assumes the City will post, provide, and/or file the Final EIR as required by CEQA and AB 819. DJP&A will also prepare the Mitigation Monitoring and Reporting Program (MMRP), following the City’s format and including each mitigation measure identified, timing, entity responsible for implementation, and method of compliance. A draft of the MMRP will be provided with the Administrative Final EIR. The contractor team will prepare one draft of the MMRP ahead of hearings for City use and augmentation. The contractor team will be present for the public hearings (one at the Planning Commission and one at the City Council) for certification of the EIR and adoption of the Specific Plan.

Meetings: EIR kick-off meeting, scoping meeting; ad hoc meetings with City staff, Planning Commission Meeting, City Council Meeting.

Deliverables:

6.1 Notice of Preparation

6.2 Consolidated NOP Comment Letters

6.3 Draft EIR (administrative draft, screen check, public review)

6.4 Final EIR (administrative draft, screen check, public circulation)

6.5 MMRP (draft)
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 15 Schedule

DELIVERABLE

EXPECTED DATE OF
COMPLETION1
Task 1: Start Up

1.1 Community Engagement Strategy February 2025

1.2 Kickoff Meeting January 2025

1.3 Project Management and Meetings Ongoing
Task 2: Community Engagement

2.1 Community Listening Sessions March 2026

2.2 Pop-up events December 2026

2.2 Community Workshops April 2027

2.3 Technical Advisory Committee Meetings Ongoing

2.4 Decision Maker Study Sessions December 2027
Task 3: Issues and Opportunities Identification

3.1 Existing Conditions Memo June 2026

3.2 PDA Profile June 2026

3.3 MarketConditions and Trends Report June 2026

3.4 Affordable Housing/Anti-Displacement Strategy May 2027 Task 4: Alternatives Evaluation

4.1 Land Use and Circulation Alternatives November 2026

4.2 Preferred Plan March 2027
Task 5: Draft Plan Preparation

5.1 Administrative Draft Specific Plan July 2027

5.2 Public Review Draft Specific Plan December 2027

5.3 Final Specific Plan May 2028

5.4 Zoning Amendments June 2028
Task 6: Environmental Review

6.1 EIR Initiation and Kick-off Meeting March 2027

6.1 NOP and Scoping June 2027

6.2Draft EIR December 2027

6.4 Final EIR and MMRP April 2028
Subsequent EIRAdoption/Certification May 2028
Contingency
TOTAL BUDGET 796,923
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 16 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 v. June 13, 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 services 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 Services.

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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 v. June 13, 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 agreements, 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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 v. June 13, 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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 v. June 13, 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. GRANT FUNDING
Contractor acknowledges that this Contract is funded in whole or in part by the Surface Transportation Improvement Block Grant and subject to the requirements provided under the terms of the Grant Agreement between the City and the Metropolitan Transportation Commission (MTC), attached hereto as Exhibit D. Contractor must comply with the requirements set forth in Exhibit D.

19. 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.

20. 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: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 SUPPLEMENT NO. 4
To MASTER FUNDING AGREEMENT
Between METROPOLITAN TRANSPORTATION COMMISSION
And CITY OF SAN RAFAEL
For SOUTHEAST SAN RAFAEL SPECIFIC PLAN
This Supplement No. 4 to the Master Funding Agreement (“Supplement” or “Agreement”) is entered into this August 1, 2025 by and between the METROPOLITAN TRANSPORTATION COMMISSION (“MTC”) and CITY OF SAN RAFAEL (“AGENCY”) and supplements the Master Funding Agreement, dated July 1, 2018 by and between MTC and AGENCY.

Pursuant to this Supplement, MTC agrees to reimburse an amount not to exceed seven hundred ninety seven thousand dollars ($797,000) in federal Surface Transportation Improvement Block Grant (ALN 20.205) funds to AGENCY to fund the Southeast San Rafael Specific Plan (as more fully described in Annex I hereto, the “Supplement Project”). The estimated budget and payment milestones for the Supplement Project scope of work is attached as Annex II hereto.

AGENCY is not required to have insurance for this project but shall require its subconsultants to maintain appropriate levels of insurance against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under this Agreement.

The Supplement Project work will commence on August 1, 2025 and be completed no later than June 30, 2028. All payment requests shall be submitted no later than 30 calendar days after the end date of this supplement
The clauses selected below and attached as exhibits to the Master Funding Agreement shall apply to AGENCY’s performance of the applicable Supplement Project scope of work hereunder.

Insurance is not required for this project.
☒ Exhibit B-1, Additional Terms and Conditions (General), Paragraph A ☒ Exhibit B-1, Additional Terms and Conditions (General), Paragraph B ☒ Exhibit B-2, Additional Terms and Conditions (Federally Required Clauses) ☐ Exhibit B-3, Additional Terms and Conditions (State Required Clauses) ☐ Exhibit B-4, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships, and Payroll Records, Non-Federally-Funded Agreements)
☐ Exhibit B-5, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships, and Payroll Records, Federally-Funded Agreements)
☐ Exhibit B-6, Additional Terms and Conditions (Regional Toll Funds including RM1, RM2, RM3 and AB1171)
☒ Exhibit B-7, Additional Terms and Conditions (Regional Discretionary Federal Funds including STP and CMAQ)
Funding for this project was initially authorized by the Metropolitan Transportation Commission at the June 28, 2023, Commission Meeting through Resolution 4505. Funding provided through this Supplement will be used by AGENCY to complete the Supplement Project.

Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Exhibit D
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast PDA

Page 2 ends

The MTC Project Manager for the Supplement Project is Ada Chan, (415) 820-7958, [email protected]. The Agency Project Manager for the Supplement Project is Margaret Kavanaugh-Lynch, (415) 485-3095, [email protected]. MTC or AGENCY may change their respective Project Manager upon email notification to the other party’s Project Manager.

Payments under this Supplement shall be subject to the availability of federal funds to MTC. If federal funding is delayed, terminated, or reduced, MTC shall promptly notify AGENCY, in writing, of any termination, modification, of federal funding that may negatively impact or alter the funding available under this Supplement. If federal funding is delayed MTC may extend the time to make payment to AGENCY upon prompt written notification of such delay. AGENCY shall not suspend or terminate performance due to delayed payment if such delay is the result of a corresponding delay in MTC’s receipt of federal funds. Upon MTC’s receipt of federal funds, MTC will proceed with payment in accordance with the terms of the Supplement.

MTC may terminate this Supplement immediately by written notice if federal funding is terminated or materially reduced. AGENCY shall be entitled to payment for services satisfactorily rendered and obligations properly incurred up to the date of written notice of termination.

AGENCY agrees to hold harmless MTC from claims asserted by any officers, agents, employees of AGENCY, or any claims asserted by subconsultants of AGENCY or their officers, agents or employees, at any tier, in the event that MTC cannot or does not pay for services as a result of the unavailability of funds.

This Supplement is supplemental to the Master Funding Agreement; all terms and conditions of the Master Funding Agreement, as may be amended, remain unchanged hereby.

Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Master Funding Agreement.

METROPOLITAN TRANSPORTATION

COMMISSION

CITY OF SAN RAFAEL
Andrew B. Fremier, Executive Director Cristine Alilovich, City Manager Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

Page 3 ends

ANNEX I
Project Description and Scope of Work
This Plan area is approximately two square miles and contains the highest concentration of mixed uses and intensity of development in Marin County. The Plan area is highly developed with a diverse mix of land uses and intensities, including:

The Plan area includes the highest density of rental housing in Marin County. The Canal neighborhood demographic consists of primarily immigrant, Spanish-speaking community that provides workforce for Marin County. While the Canal neighborhood is dynamic and vital, the community experiences unacceptable rates of poverty, as well as overcrowded and unaffordable housing conditions. A large portion of this neighborhood is also a federally designated Opportunity Zone. Preservation of affordable housing stock for these residents is paramount.

This Plan area also contains most of the commercial services and industrial businesses that serve the City of San Rafael and the greater Marin County population. The Plan area is the economic engine of San Rafael, generating nearly two-thirds of San Rafael’s sales tax revenue and employing more than 12,000 people. It fills a critical niche in the Marin County economy, providing space for auto sales and repair, building services and construction, home furnishings, and essential light industrial activities. The Plan area is home to most of the essential public services and utilities that serve the City of San Rafael and the greater Marin County. Preserving these uses is critical and important to the sustainability of the County at large.

Lastly, the Plan area contains critical public transit and two key regional transportation networks, US101 and I-580, which converge within the Plan area.

The following scope of work outlines an approach for the preparation of a Specific Plan for the Southeast San Rafael PDA area that articulates a clear vision to foster transit-oriented development, enhance regional equity, and bring mobility, housing, and economic development opportunities to this part of the City of San Rafael.

Task 1: Start Up
This task involves activities related to initiation of the Specific Plan, including a kickoff meeting and development of a community engagement strategy.

1.1 Community Engagement Strategy: A Community Engagement Strategy tailored for the Specific Plan will be developed. The Strategy will cover engagement activities as they relate to key junctures during the course of the project. The focus of the strategy will be on providing meaningful opportunities for public input into the development of the Plan and on actively engaging a range of stakeholders—including residents, business owners, property owners, local organized groups, community and faith-based organizations, schools, seniors, and youth throughout the process. Successful outreach and engagement meets people where they are and provides meaningful opportunities for input that influences outcomes. The Community Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

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Engagement Strategy will show how engagement will influence outcomes at each phase and include a range of tested and proven methods, including community meetings, workshops, and listening sessions; pop-up outreach at events around the area; interactive online surveys; a dedicated project website, social media engagement; and formal public meetings, as well as activities engaging traditionally under-represented communities. The Community Engagement Strategy will build off insights from prior community engagement, as summarized in the Plan Audit, the Canal Alliance’s Nuestro Canal Nuestro Futuro project, and Community Action Marin’s 2025 Needs Assessment in order to reduce the risk of community engagement fatigue.

1.2 Technical Advisory Committee: AGENCY will convene a Technical Advisory Committee (TAC) to advise on technical aspects of the Specific Plan and provide valuable insight on topics such as sea level rise, mobility, housing, safety, and infrastructure. Members will include key staff from AGENCY departments, MTC liaison and representatives from other affected agencies. A total of three TAC meetings shall be held at key junctures during the course of the project, and the TAC will review and provide feedback on key project deliverables, including the administrative draft Specific Plan. The timing and objectives of each TAC meeting will be described in subsequent tasks. TAC meetings will not be public meetings subject to the Brown Act, however, brief meeting summaries will be prepared and posted to the project website in English and Spanish.

1.3 Project Kickoff Meeting: AGENCY’s consultant team will meet with AGENCY to review objectives for the Specific Plan and community engagement, as well as the scope of work, budget, and schedule. At the kickoff meeting we will identify data sources, clarify roles and responsibilities, and establish communication protocols. Additionally, the kickoff meeting will be an opportunity to review community engagement strategy components. Following the kickoff a van/car/walking tour of the plan area will be conducted. Following the kickoff meeting and site tour, a brief summary memorandum detailing attendees, topics discussed, and action items/next steps will be produced. AGENCY will conduct a kickoff meeting with the MTC Project Manager to confirm processes and expectations and clarify any outstanding questions. • Deliverables:

1.1 Community engagement strategy

1.2 Kickoff meeting summary memorandum
Task 2: Community and Stakeholder Engagement
As identified in Task 1 (Final Community Engagement Strategy), key staff from the City of San Rafael’s Economic Development Division, Library and Recreation Department, and Digital Service and Open Government Department, as well as representatives from the School District in the plan area and community-based organizations will be identified. The goal is to leverage community events that may occur in or near the Plan area to inform residents about the Specific Plan and to gather input in a variety of forums. At the end of the task a brief Community Engagement Report summarizing activities completed and key findings will be prepared by the consultant.

2.1 Pop-up Outreach and or Community Listening Sessions: Two listening sessions/Pop- up Outreach sessions will be held as part of this initial step at locations identified in Task 1. Materials for these sessions shall be provided in English and Spanish and will include QR codes that link Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

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participants to the dedicated City of San Rafael website which will have short surveys to ensure that confidential responses are supported.

2.2 Community Workshop: Building on community input received at the listening sessions and initial pop-up events, a list of issues that have been presented by stakeholders will be prepared. Materials for the two workshops will include large-format display graphics summarizing issues identified and next steps. This effort includes noticing, holding, and summarizing the event in English and Spanish.

2.3 Website: As per the Final Community Engagement Strategy developed in Task 1, a project website including project branding, text and graphic content will be developed and updated regularly. Social media content will be developed to publicize engagement opportunities. The project website will include a project overview and public content. Materials will be provided in English and Spanish and be ADA compliant.

2.4 Decision-Maker Study Sessions: There will be two project study sessions – one with the Planning Commission and one with AGENCY’s City Council – to review the Draft Specific Plan and the community input that has informed it. The objective of the study sessions will be to confirm the Specific Plan reflects AGENCY’s desired vision for the Southeast Specific Plan Area, prior to commencing environmental review.
• Deliverables:

2.1 Meeting materials for three pop-up events

2.2 Meeting materials for two community workshops

2.3 Meeting materials for two decision-maker study sessions

2.4 Website

2.5 Three TAC meeting summaries

2.6 Outreach report - which includes an analysis of survey and engagement findings at each stage of project (Task 3 and Task 4) and the two community workshops.

Task 3: Issues and Opportunities Identification
This task involves preparation of a series of memorandums summarizing existing conditions, issues, and opportunities in the Southeast San Rafael Specific Plan Area. The memoranda will be reviewed with the TAC, comprised of staff from AGENCY, MTC Project Manager, and other partner agencies, and refined on the basis of TAC feedback. The findings of these memoranda as well as the outcomes of Task 2 will inform development of Draft Specific Plan.

3.1 Existing Conditions Memorandum: This memorandum serves to provide a summary of the previous planning efforts and existing conditions of the Plan Area. It would include a list of previously adopted planning documents completed for the Southeast San Rafael Specific Plan Area.

3.2 Priority Development Area Profile: A Priority Development Area (PDA) profile detailing the demographic and socio-economic characteristics of the planning area will be prepared. The PDA profile will characterize the population in the Plan Area (age, ethnicity, language spoken, place of Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

Page 6 ends

birth, disability, employment, place of work, income and poverty, travel mode to work, commute patterns, ownership map and vehicle availability) using information from the U.S. Census and the General Plan/Housing Element, and GIS database.

3.3 Market Conditions and Trends Report: A comprehensive Market Conditions and Trends Report analyzing economic, demographic, and land use trends within the plan area will be prepared. This report will include mapping and assessing key community assets such as workforce development programs, job centers, medical and community facilities, grocery stores/access to food, recreational amenities, schools, childcare centers, gathering spaces, and cultural venues. The report will identify gaps in services and amenities, highlight emerging trends, and propose strategies to address deficiencies in the context of rising sea levels. It will also include a preliminary analysis of fiscal impacts, such as sales tax generation, contributions to the General Fund, and a comparative financing strategy outlining how different land use alternatives support long-term municipal revenue.

3.4 Affordable Housing/Anti-Displacement Strategy: An affordable housing/anti-displacement strategy will be developed to help ensure a range of housing options that are affordable to households of all income levels will be available within the Southeast San Rafael Specific Plan area. The strategy will describe the existing demographic and housing profile of the area, quantify the need for affordable housing, and identify specific affordable housing goals for the Specific Plan. The strategy will address the following:

1. Assessment of existing conditions, including the existing population, housing characteristics, and market conditions as drawn from the market assessment, and relevant policies.

2. Quantification of affordable housing need by income level for existing and future population.

3. Identification of goals and objectives.

4. Location and generalized types of units to be developed in the plan area.

5. Policies, standards, and programs to attract and facilitate the development of affordable units.
• Deliverables:

3.1 Existing Conditions Memo

3.2 PDA Profile

3.3 Market Conditions and Trends Report

3.4 Affordable Housing/Anti-Displacement Strategy
Task 4: Alternatives Evaluation
This task involves preparation of up to three land use and circulation alternatives that respond to the existing conditions, issues, and opportunities identified in Task 3, as well as input received from the initial community outreach and engagement events. The alternatives will be represented conceptually with illustrations and examples to facilitate understanding and presented to the community for feedback.

Based on the community input received, a Preferred Plan will be developed to reflect community preferences and priorities and reviewed with the TAC.

Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

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4.1 Land Use and Circulation Alternatives: Up to three (3) land use and circulation alternatives based on the analysis and public input gathered to date. Focusing on specific vacant and underutilized opportunity sites within the Specific where redevelopment is foreseeable, the alternatives will be designed to explore options for land use mix; density and development intensity; economic development; connectivity, multimodal mobility, and streetscapes; and the public realm. The alternatives will be presented in a series of maps, graphics, and images with accompanying text, so the information is concise, inviting to look at, and easily understood.

Projections for net new housing units, population, and non-residential square footage will be developed for each alternative.

Seek Input on the Alternatives: The alternatives will be reviewed with the TAC and refined as needed prior to the community workshop described in Task 2.

4.2 Preferred Plan: Based on the community input received, a Draft Preferred Plan will be developed to reflect community preferences and priorities. The Draft Preferred Plan will contain the following components:
• Vision Statement - reflecting community aspirations for the Southeast San Rafael Specific Plan Area in view of identified issues and opportunities.
• Land Use and Circulation Map - illustrating the desired mix of land uses, densities and intensities, and the circulation improvements needed to support them. • Conceptual Renderings - representing the future physical form and character of development at two key opportunity sites along the Southeast San Rafael Specific Plan Area, including associated streetscapes.
• Equity Assessment - outlining issues and strategies to address equity issues, based on previously completed analysis including the housing needs assessment and affirmatively furthering fair housing analysis completed as part of the Housing Element. • Infrastructure Assessment - a planning level assessment of infrastructure improvements needed to support the development pattern of the Preferred Plan, based on input from AGENCY, Marin Municipal Water District, San Rafael Sanitary District and other service providers.

The Draft Preferred Plan will be reviewed with the TAC and refined based on input received.

Subsequently, it will be presented to the community at large for feedback as part of an interactive online survey on AGENCY’s website and a second community workshop. This survey will be advertised on social media outlets, the City of San Rafael’s website and other outlets. Survey results and the Preferred Plan will be presented to City of San Rafel decision-makers at two study sessions – one before AGENCY’s Planning Commission and one before AGENCY’s City Council.

Once approved by decision-makers, the Preferred Plan will serve as the basis for the Draft Specific Plan and any necessary environmental review steps pursuant to the California Environmental Quality Act (CEQA).

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• Deliverables:

4.1 Land Use and Circulation Alternatives

4.2 Preferred Plan package (draft and final)

4.3 TAC meeting summaries
Task 5: Draft Plan Preparation
This task involves preparing the full Draft Specific Plan, incorporating the major substantive content developed during preceding tasks.

5.1 Draft Plan: An Administrative Draft Specific Plan will be prepared, informed by the assessments and findings of prior tasks. The following sections are anticipated:
• Introduction and Vision: The intent, organization, and introduction to the Specific Plan, together with a summary of the community engagement processes and community input and a statement of goals, concepts, and desired outcomes.
• Land Use and Housing: Land use designations, permitted and/or required use mixes, and development intensities presented in the form of site maps, detailed circulation plans, and supportive graphics. Development potential, including market-rate and affordable housing units, building square footage, population, and job projections. Affordable housing and antidisplacement strategies will be incorporated. • Circulation: Key circulation improvements for pedestrians, bicyclists, transit, motor vehicles and their integration with the broader citywide context. This section will include a strategy for multi-modal access and connectivity to and within the planning area to promote transit use and other alternative modes of transportation, including policies for complete streets, parking management, and zero emissions vehicle fueling and charging infrastructure. • Urban Design and Public Realm: Objective design standards and public realm design guidelines to integrate new development into the Plan Area and foster pedestrian-and transitoriented building and open space design, enhancing safety and multi-modal access and connectivity.
• Community Assets & Infrastructure: Schools, parks, health care and social service facilities along with any other community facilities and public infrastructure improvements needed to support the vision for the Specific Plan will be identified. • Equity, Health and Environmental Sustainability: Goals, policies, and design guidance related to social, economic, transportation, and environmental equity within the Plan Area. This includes pedestrian and bicycle connections to jobs, schools, parks, services, and transit; as well as climate resilience/adaptation programs. Progress indicators to monitor and measure the Plan’s achievement of equity, health, and environmental sustainability and resilience goals.

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Following review of the Administrative Draft, one round of consolidated comments will be responded to and a screen check draft to confirm comments have been adequately addressed will be prepared.

Then a Public Review Draft Specific Plan will be released for comment.

5.2 Zoning Amendments: Updates to use tables and design/development standards corresponding to the districts/uses for consistency with the Preferred Plan will be identified. These will address floor area ratio (FAR), height, parking, coverage or open space requirements, massing and articulation and transitions among other key regulations and character defining features. These will be used by staff to subsequently prepare ordinances for the zoning text amendments. • Deliverables:

5.1 Draft Specific Plan

5.2 Zoning Amendment Language presented to AGENCY’s City Council Task 6: Environmental Review
An Environmental Impact Report (EIR) is anticipated to be required for the Plan. This scope of work assumes that an EIR will be prepared.

6.1 Notice of Preparation and Scoping: A Notice of Preparation (NOP) will be submitted to all responsible and trustee agencies and to the public, informing them that AGENCY is initiating the environmental review required the Specific Plan. Notice will be given to the State Clearinghouse and to local agencies and interested parties. During the 30-day scoping period, a public meeting will be held to take comments on issues to be addressed in the EIR. NOP comments received will be summarized in a Memorandum.

6.2 Prepare Draft EIR: A Draft EIR pursuant to the requirements of the California Environmental Quality Act (CEQA) for the Draft Specific Plan will be prepared.

6.3 Prepare Final EIR and Mitigation Monitoring and Reporting Program: After close of the 45- day comment period, each individual comment received within each comment letter and any comments received during the public hearing will be documented and responses to each comment that pertains to environmental issues will be prepared. A Mitigation Monitoring and Reporting Program (MMRP) will be prepared that includes each mitigation measure identified, timing, entity responsible for implementation, and method of compliance. A draft of the MMRP will be provided with the Administrative Final Subsequent EIR. An Administrative Draft and screen check draft document for internal review along with a Final document for circulation ahead of hearings will be prepared.
• Deliverables:

6.1 Notice of Preparation and Memorandum on comments to NOP

6.2 Draft EIR

6.3 Final EIR

6.4 Final MMRP
Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

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ANNEX II
Project Schedule, Budget and Payment

COST REIMBURSEMENT
MTC will reimburse AGENCY for all expenses deemed reasonable and necessary by MTC incurred by AGENCY in the performance of this Agreement. Such reimbursement shall include travel and personal expenses incurred by employees or agents of AGENCY in accordance with 48 Code of Federal Regulations Part 31 or 2 CFR Part 200, as applicable.

AGENCY shall submit a request for reimbursement at least annually, by July 31, to request reimbursement for costs incurred in the preceding fiscal year. The request shall identify the amount requested by task and/or deliverable, total amount requested, total of any prior requests and total remaining balance under this Agreement. The request shall also include proof of expenses incurred, a summary of work completed by task and any deliverables completed associated with the task. Final invoice shall be submitted no later than 30 calendar days after the end date of this supplement.

AGENCY shall provide all deliverables associated with a task before full disbursement is made for any task. Budget amounts may be reallocated between line items at the discretion of the MTC Project Manager in consultation with the AGENCY.

The estimated budget by Task and Deliverable is described below.

DELIVERABLE EXPECTED DATE

OF COMPLETION
BUDGET
Task 1: Start Up
$25,000

1.1 Community Engagement Strategy 11/2025

1.2 Kickoff Meeting TBD
Task 2: Community Engagement $100,000

2.1 Pop Up Outreach and Community Listening Sessions 1/2026

2.2 Community Workshop TBD

2.3 Technical Advisory Committee Meetings (3) TBD

2.4 Decision Maker Study Sessions TBD

2.5 Three TAC meeting summaries TBD

2.6 Outreach report - which includes an analysis of survey and engagement findings at each stage of project (Task 3 and Task 4) and the two community workshops. 2/2027
Task 3: Issues and Opportunities Identification $75,000

3.1 Existing Conditions Memo 3/2026

3.2 PDA Profile 3/2026

3.3 Market Conditions and Trends Report 3/2026

3.4 Affordable Housing/Anti-Displacement Strategy 5/2026 Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Supplement No. 4 – Southeast Specific Plan

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DELIVERABLE EXPECTED DATE

OF COMPLETION
BUDGET
Task 4: Alternatives Evaluation $160,000

4.1 Land Use and Circulation Alternatives 8/2026

4.2 Preferred Plan 1/2027
Task 5: Draft Plan Preparation $130,000

5.1 Draft Specific Plan 7/2027

5.2 Zoning Amendments 3/2028
Task 6: Environmental Review $300,000

6.1 NOP and Scoping 1/2027

6.2 Draft EIR 10/2027

6.3 Final EIR 1/2028

6.4 Final MMRP 1/2028
Contingency $7,000
TOTAL BUDGET $797,000
Docusign Envelope ID: 86709723-0647-42D6-8B01-1E3FE6D5F560 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Updated January 7, 2026

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
☐ AB 339 not applicable or ☐ Complied with AB 339
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

WRT, LLC
Poonam Narkar [email protected]
X
1/20/2026
Margaret Kavanaugh-Lynch
X
Community and Economic Development
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember

REQUEST FOR PROPOSALS (RFP)

CITY OF SAN RAFAEL

SOUTHEAST SAN RAFAEL SPECIFIC PLAN
Environmental Review
Date of Issue: March 7, 2025
Pre-Bid Informational Meeting: March 21, 2025, 9:30 AM
Proposals Due: April 7, 2025
Table of Contents

1. Introduction……………………………………………………………………………………. 2
a. Background………………………………………………………………………….. 2
b. Transit-Oriented Communities (TOC) Policy………………………….. 4 c. Budget…………………………………………………………………………………. 4

2. Contract Award Process …….…………………………………………………………… 5
a. Anticipated RFP Schedule ...………………………………………………….. 5
b. Pre-submittal Meeting (Optional) ………………………………………… 5
c. RFP Addenda & Questions……………………………………………………. 6

3. Scope of work………………………………………………………………………………… 6
a. Preparation of Specific Plan…………………………………………………. 6
b. CEQA Compliance and Environmental Impact Report (EIR) Preparation………………………………………………………………………… 8
c. Meeting Facilitation, Graphics, and Visual Simulation..…………. 8

4. Proposal Requirements & Submittal Instructions…………………………… 9 a. Submittal Instructions………………………………………………………… 9
b. Proposal Requirements…………………………………….………………… 9

5. Evaluation and Review Requirements……………………………………………. 12 a. Standard Agreement and Insurance…………………………………….. 13
b. Special Conditions……………………………………………………………… 13

6. Federal Funding Requirements………..................………………………………… 14 a. Federal Requirements..........…………………………………………………. 14 b. Disadvantaged Business Enterprise (DBE) Policy………………… 14 Attachment 1: Professional Services Agreement Template rev. 09.22... 18 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember

1. INTRODUCTION
The City of San Rafael is issuing this Request for Proposals (RFP) to solicit proposals from qualified consultants to provide:
• Consulting services for preparation of the Southeast San Rafael Specific Plan. • Environmental Review and Technical support services related to the Southeast San Rafael Specific Plan.

This RFP covers the completion of a Specific Plan for the Southeast San Rafael/Canal Priority Development Area. The City was awarded a One Bay Area Grant (OBAG) in July 2023 to undertake this project and seeks a consultant or consulting team to prepare the Plan, CEQA documentation and related technical studies.

The City invites interested consulting firms and individuals to submit proposals for consideration. Interested proposers are required to return all required requests for proposal documents as part of their submitted proposal. Any proposer who wishes their proposal to be considered is responsible for making certain that the proposal is received in the Community and Economic Development Division office by the proper time. Proposals received after the scheduled submittal deadline will be rejected.

A. Background
The City of San Rafael (City) seeks a consultant to prepare a Specific Plan for the Southeast San Rafael/Canal Priority Development Area (PDA). This Plan area is approximately two square miles and contains the highest concentration of mixed uses and intensity of development in Marin County. The Plan area is highly developed with a diverse mix of land uses and intensities, including:
• The Plan area includes the highest density of rental housing in Marin County.

The Canal neighborhood demographic consists of primarily immigrant, Spanish speaking community that provides workforce for Marin County.

While the Canal neighborhood is dynamic and vital, the community experiences unacceptable rates of poverty, as well as overcrowded and unaffordable housing conditions. A large portion of this neighborhood is also a federally designated Opportunity Zone. Preservation of affordable housing stock for these residents is paramount.
• This Plan area also contains most of the commercial services and industrial businesses that serve the City and the greater Marin County population. The Plan area is the economic engine of San Rafael, generating nearly two-thirds of San Rafael’s sales tax revenue and employing more than 12,000 people. It fills a critical niche in the Marin County economy, providing space for auto sales and repair, building services and construction, home furnishings, and essential light industrial activities. The Plan area is home to most of the Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember essential public services and utilities that serve the City and the greater Marin County. Preserving these uses is critical and important to the sustainability of the County at large.
• Lastly, the Plan area contains critical public transit and two key regional transportation networks, US101 and I-580, which converge within the Plan area.

Some of City’s greatest challenges are also evident in this Plan area, including vulnerability to sea level rise, subsidence, housing affordability, limited access and egress, and traffic congestion. The City’s 2040 General Plan (General Plan Documents - San Rafael) identified the Southeast San Rafael/Canal neighborhood within its Neighborhood Element as an area ripe for long range planning.

General Plan 2040 Program NH-3.1A: Southeast San Rafael Community Plan. Prepare a Plan for the Southeast San Rafael area, including its business districts and the Canal neighborhood. The Plan should be comprehensive in scope, covering land use, transportation, housing, public safety, conservation, sea level adaptation, and economic vitality issues. The Plan should be based on an inclusive public process that gives voice to Canal residents and Southeast San Rafael businesses.

Southeast San Rafael Plan Area
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember B. Transit-Oriented Communities (TOC) Policy
The specific plan shall be consistent with the Metropolitan Transportation Commission’s (MTC) policy of Transit-Oriented Communities. MTC Resolution No. 4530 MTC Resolution No. 4530 objective is to support a region’s transit investment by creating communities around transit stations and along transit corridors that support transit ridership for Bay Area residents of all abilities, income levels and racial and ethnic backgrounds. The TOC policy is derived from Plan Bay Area 2050 (PBA2050) and supports all four elements of the plan including transportation, housing, the economy, and the environment. The TOC policy requirements consist of the following four elements:

1. Minimum required and allowed residential and/or commercial office densities for new development.

2. Policies focused on housing production, preservation and protection, commercial anti-displacement and stabilization policies.

3. Parking management.

4. Transit station access and circulation.

The Southeast San Rafael plan area contains the highest residential densities in Marin County. A portion of the plan area includes the Canal Neighborhood which is home to a large population of racial and ethnic diverse communities which include the highest rates of rental housing primarily serving the workforce population of the region. While the plan area is located with ½ mile of the Downtown San Rafael Transit Center and Sonoma Marin Area Rail Transit (SMART) the Canal Neighborhood is not and therefore may benefit from improved traffic circulation and public transit opportunities.

C. Budget

In July 2023, the City was awarded a $797,000 One Bay Area Grant (OBAG) by the Metropolitan Transportation Commission (MTC) to complete a Specific Plan for the SE San Rafael/Canal Neighborhood Priority Development Area.

The OBAG grant will be disbursed to the City in installments, as specific deliverables are completed. Thus, the Specific Plan consultant’s payment schedule and list of deliverables will need to be aligned with the payment schedule and list of deliverables.

2. CONTRACT AWARD PROCESS
A. Anticipated RFP Schedule
Selection Timeline Dates and Time
Announcement March 7, 2025
Pre-Submittal Meeting (Optional) March 21, 2025, 9:30am-10:30am Deadline for question March 24, 2025 by 5:00pm
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember RFP Responses Due April 7, 2025, by 5:00pm
Evaluation April 21, 2025
Consultant Team Interviews April 30, 2025
Contract Authorization by Council June of 2025 * Anticipated B. Pre-Submittal Meeting (Optional) via ZOOM
The optional pre-submittal meeting will be held on March 21, 2025, from 9:30am10:30 AM. The meeting will be entirely virtual using the following Zoom registration link:

Zoom webinar registration link: https://tinyurl.com/San-Rafael-RFP For those who cannot attend the meeting, questions can also be submitted in writing (see below).

C. RFP Addenda & Questions
All requests for clarification of this RFP must be made in writing. Please email any questions regarding the RFP to Jose M. Herrera-Preza at [email protected] by March 24, 2025. All addenda, questions and answers will be posted on the RFP webpage, by March 28, 2025.

3. SCOPE OF WORK
This Request for Proposals is intended to serve as a “Master RFP” for preparation of a Specific Plan, CEQA analysis and all associated technical studies. The City does not have an expectation or preference for the EIR and Specific Plan to be completed by one or multiple firms. The City reserves the right to select the firm or firms that it feels are best qualified to complete the work. The City intends to serve as Project Manager and will monitor the performance of each consultant as required. The following is an overview of the anticipated scope of work. All respondents to this RFP must provide a detailed proposed scope of work consistent with the items detailed below.

A. Preparation of Specific Plan
The City is seeking the services of a planning and urban design firm with the capacity to manage and complete the Southeast San Rafael Specific Plan. This includes overall project administration and interface with all parties engaged in the project, including active community stakeholders, landowners, interest groups, the Project’s CEQA team, and the City’s Project Manager. In addition to item/analysis required of a Specific Plan, the PDA area faces a number of critical issues and challenges that warrant attention and strategic long-range planning as part of this Specific Plan:
• Approximately 75% of the PDA area is built upon former marsh and baylands and consequently has subsided below the level of the bay at high tides and is increased risk of flooding as the land subsides and the sea rises.

According to Adapting to Rising Tides Bay Area, this area has the greatest, short-term risk to sea level rise in the Bay region. Housing, commerce, the Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember transportation network and the essential public services and utilities are at risk of inundation currently and those risks increase significantly by 2050.

A key component of this scope is evaluation of climate change and how sea level rise will impact current and future development within the Plan area.

Interested bidders are encouraged to review the City’s on-going Canal Community Resilience Planning Project. A sea level adaptation expert should be included on the project team; however, the City intends to build upon, not duplicate, efforts already underway by the City’s Climate Adaption & Resilience team. Recommendations from the City's sea level rise study should be integrated into the Specific Plan as appropriate. The consultant will need to coordinate directly with the City to integrate these elements. The consultant will need to coordinate directly with the City to integrate these components. Proposals should elaborate on the appropriate level of effort for this task for enabling physical and policy improvements to reduce current and future flooding and subsidence impacts upon the built environment.
• The existing housing stock in the Canal neighborhood is aging and faces risks from natural hazards, which will require renovation or redevelopment over time. For this reason, the Plan area is seen as an opportunity for housing growth, which will assist in meeting the City’s need for more housing. Affordable housing and an anti-displacement strategy will be integral item in this planning process.
• The Plan area represents the highest public transportation ridership and carpool rates in the County. Collaboration with transit partners such as Transit Authority of Marin (TAM) shall prioritize the advancement of transportation needs from programmatic guidelines. The projects advancing resiliency and housing is a critical component to the success of this Specific Plan. Interested bidders are encouraged to review Canal Community Based Transportation Plan - San Rafael (cityofsanrafael.org) , to review community needs that are expected to be further developed as part of the Specific Plan. The Plan Area also contains two key regional transportation networks, US101 and I‐580, which converge within the Plan Area. Active planning on a new US101/I‐580 connector is taking place right now. Additionally, Bellam Boulevard is a source of multi-modal transportation access challenges. The US101/I‐580 connector and Bellam Boulevard challenges are both within the Plan Area and the City anticipates many of the community conversations around local access, parking, and circulation will need to be further defined within the Specific Plan process.

More information around these projects is available here:
https://www.tam.ca.gov/projects-programs/northbound-101-andeastbound-580-direct-connector/ Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember • The City fully anticipates a community-driven process involving the broad range of stakeholders, including residents, business, and agencies with significant infrastructure, that are represented in the Plan area. Interested bidders are encouraged to review the Southeast Canal District neighborhood policies in General Plan Neighborhoods Element for an overview of community priorities and specific neighborhood policies that will help shape and guide this Specific Plan. Opportunities for collaborating with community-based organizations for engagement of the residential community within the Plan Area are strongly encouraged. For example, local nonprofit Canal Alliance is conducting a community planning process and there may be opportunities to incorporate insights from that effort.

B. CEQA Compliance and Environmental Impact Report (EIR) Preparation The City seeks to engage a firm or team to complete an EIR for the Southeast San Rafael Specific Plan. The scope of work includes scoping, completion of required notices (NOP, NOD, etc.), development of significance thresholds, collection and analysis of relevant baseline data, preparation of EIR maps, evaluation of alternatives, and preparation of the Administrative documents, Screen check, Public Review, and Final EIR. The mandatory CEQA process for these Plans will require specialized, technical studies to address the unique challenges and issues facing this Plan area. The EIR team would be expected to work collaboratively with the City staff team.

C. Meeting Facilitation, Graphics, and Visual Simulation The consultant will work with the City to develop a community engagement strategy for the Southeast San Rafael Specific Plan. The engagement plan will need to be designed to compliment (not duplicate) existing community engagement efforts led by the City and community-based organizations. Elements of that strategy are likely to include meetings with stakeholder groups within the Plan area and City Commissions, and a project website and on-line engagement platform. Facilitators with expertise in reaching specific populations, including Spanish-speaking community members, youth, and persons with disabilities, are desirable. As noted above, interested bidders are encouraged to collaborate with Canal Alliance on engagement with the residential community in the Plan area.

The City also anticipates a need for graphic design services, including publication design and digital or printed materials. This includes design of the Specific Plan itself, as well as materials to be distributed or displayed at meetings and workshops or mobile displays. The City also anticipates the use of visual simulation exercises including the use of various software programs (Sketch-Up, Urban Footprint, etc.) to test the impacts of regulations or model future design scenarios. The City is open to creative proposals to use visual simulation to capture the public’s imagination, communicate design ideas, and illustrate possible future conditions.

4. PROPOSAL REQUIREMENTS & SUBMITTAL INSTRUCTIONS
A. Submittal Instructions
The proposals shall be submitted as one document via electronic mail in a printable PDF format with the subject line: (Name of Organization) Response to RFP: Southeast San Rafael Specific Plan. The proposal may include links to other documents and/or appendices, the proposer should not assume these will be reviewed. All content the proposer feels is necessary for selection should be included in the body of the proposal. All proposals shall be submitted at your earliest convenience but no later than April 7, 2025, at 5:00 p.m. to:

Jose Herrera Preza, Principal Planner
City of San Rafael
Community Development Department
[email protected]
B. Proposal Requirements
The Proposal shall be concise, well organized, and demonstrate an understanding of the Scope of Services as outlined in this RFP. Proposals shall be limited to no more than fifty (50) pages, inclusive of resumes, graphics, pictures, photographs, dividers, front and back covers, cover letter and other components. Proposals shall be evaluated based on the Evaluation Criteria section of this RFP. At a minimum, Proposals shall include:

1. Cover Letter. Shall be signed by the person authorized to negotiate a contract for proposed services with the City on behalf of the Proposal team.

The cover letter must state that the sample Professional Services Agreement is acceptable. Your cover letter also should identify your team, and the role of each firm on the team in the event this is a team submittal.

2. Qualifications. The proposer’s experience and history in performing this type of Specific Plan and CEQA Compliance work, particularly planning projects that have ultimately been successfully carried through to implementation. Proposals may choose to use the evaluation criteria as organizational headers if desired.
a. References of persons, firms, or agencies that the City may contact to verify the experience of the proposer; include phone numbers. b. An organization chart setting forth the project manager and the staff.

Key staff are expected to be committed for the duration of the project.

The replacement of key staff requires written approval from the City. c. Experience for each individual responsible for portions of the work and their expected availability. Do not submit resumes for individuals who will not be actively involved in the project
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember

3. Introduction. The Introduction section should include a description of the prime contractor, including the services you provide and background information on the company. Similar information should be provided for any subconsultants on your team.

4. Approach. The Approach section should explain your proposed Scope of Work. The City encourages creative ideas for completing the requested services, specifically how best to approach the adaption, housing and transportation items highlighted above, and welcomes thoughtful commentary on how best to achieve completion of the Specific Plan.

5. Scope of Work. Using the Scope of Work Program outlined within the document, please provide a detailed proposed scope of services illustrating the proposer’s understanding of the core issues to be addresses. All proposal must follow the format of Attachment A.

6. Budget and Schedule. Please indicate the personnel, hourly rates, and estimated number of hours for each member of the firm and any subconsultants to be assigned to the project. This information should be presented at the task level; a sub-task level breakdown is not needed at this time. Please provide an estimate for reimbursable (material) costs, as well as an estimate of total costs for the full project. A schedule should be included in the proposal outlining the timeframe and resources required to complete the identified tasks including the tasks identified to all consultants and sub-consultants.

Please note that these Scope of Work tasks are funded by the OBAG grant and as such there are invoicing requirements related to the completion of specific deliverables. Consultant scopes and deliverables will need to be coordinated with the OBAG grant terms to ensure prompt payment of consultant invoices.

7. Key Personnel. Please include the names of key personnel, their respective titles, their proposed roles in the project, and a brief statement of their availability to undertake work over the next two years. This should be followed by resumes for key personnel, including education, work experience, areas of expertise, and periods of service with the firm. If subconsultants would be used to perform work, please identify likely team members and experience working with the firms.

8. Project List. Please include a list of similar or related projects completed by the firm, along with relevant background information, including project timeframe, and contact information for the client (name, email, and phone number). The client contact information shall constitute “references” for the consultant and the City may contact the listed individual(s) to discuss consultant performance. For projects that were completed by a team of Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember consultants, please clarify the specific contribution of your firm. Similar information may be provided for sub-consultants.

The consultant shall be aware of the following:
• Proposals and/or modifications to Proposals received after the hour and date specified in this RFP will be rejected.
• All Proposals shall be submitted according to the specifications set forth in the RFP. Failure to adhere to these specifications may be cause for rejection.
• Once submitted, Proposals, including the composition of the consulting staff, shall not be changed without prior written consent. • All requests for clarification for this RFP must be made in writing by the due date as set forth in this RFP. The City will only respond to written questions from consultants. The City cannot respond to verbal questions submitted by telephone or in person.
• The City reserves the right to revise the RFP prior to the indicated due date. The City may consider extending the due date for RFP. • All addenda will be posted on the City’s Web site. By submitting a Proposal, the proposer affirms that they are aware of any addenda and have prepared their Proposal accordingly. No allowances will be made for a proposer’s failure to inform themselves of addenda content.

Questions on the submittal requirements or other aspects of this Request for Proposal should be addressed to Jose Herrera Preza no later than March 24, 2025. Responses will be posted online at www.cityofsanrafael.org by March 28, 2025. Jose may be reached at [email protected].

5. EVALUATION & REVIEW PROCESS
A selection committee, made up of City staff and a panel review committee, will evaluate the consultants based on the submitted proposals and, if necessary, an oral interview to determine which consultant is best qualified to perform the work for this project.

The committee will then determine a ranking of the consultants, at which time negotiations shall begin with the most qualified consultant. In the event that the City and the top-ranked consultant are unable to come to an agreement as to scope and fee, the City reserves the right to close negotiations with the top-ranked consultant and open negotiations with the second-ranked consultant. Once an agreement is reached involving the scope and fee, the Director of Community and Economic Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember Development Department will make a recommendation to the City Council to award the project to the selected consultant and to authorize the City to enter into an agreement with that consultant. If the City Council agrees with the recommendation, City staff will proceed with the completion of the agreement and prepare the contract for execution.

Proposals to provide the services listed above will be evaluated based on a weighted point system (100 points maximum):
• Quality and completeness of the proposal: 10 points (maximum). • Experience completing projects of similar scope and complexity: 20 points (maximum).
• Experience and availability of the proposed project team members (including bilingual English and Spanish speaking team members): 20 points (maximum).
• Approach to project and demonstrate understanding of the work to be performed: 20 points (maximum).
• Services proposed relative to project budget: 10 points (maximum). • Familiarity with issues and agencies in San Rafael and Marin County: 10 points (maximum).
• References: 10 points (maximum).

The city shall reserve the right to reject any and all bids in whole or in part and may waive any irregularities or informalities in any bids when such action is considered to be in the best interest of the city. All bids received after designated closing date and time shall be considered nonresponsive and shall be rejected.

If two (2) or more bids received are for the same total amount, quality and service being equal and if there is no evidence of collusion between the bidders, then the awarding authority may accept the bid of its choice.

In addition to the criteria above, firms will need to indicate compliance with federal requirements associated with the funding source for this project. These requirements are outlined below.

A. Standard Agreement and Insurance Coverage
The selected firm shall enter into a Professional Services Agreement with the City. The City’s Standard Agreement is included as Attachment “A.” The consultant shall provide proof of the insurance coverage limits specified in this Agreement and shall maintain these coverage levels for the duration of the project. If a proposer desires to modify any provisions of the Agreement, including insurance requirements, these changes shall be identified as part of the proposal submission. If no changes are proposed, full acceptance of the Agreement shall be assumed by the City.

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember B. Special Conditions
Professional Services Agreement. The consultant selected to provide the scope of work shall use the City of San Rafael’s standard Professional Services Agreement. A copy of the template of this agreement is attached to this RFP (Attachment A).

Submittal of a Proposal is acceptance of the Professional Services Agreement.

Reservations. This RFP does not commit the City to award a contract, to defray any costs incurred in the preparation of a Proposal pursuant to this RFP, or to procure or contract for work.

RFP as a Public Record. All Proposals submitted in response to this RFP become the property of the City and thus become public records and, as such, may be subject to public review.

Right to Cancel. The City reserves the right to cancel or change, for any or no reason, in part or in its entirety, this RFP, including but not limited to selection schedule, submittal date, and submittal requirements.

Additional Information. The City reserves the right to request additional information and/or clarification from any or all respondents to this RFP.

Public Information. Consultants who wish to release information regarding the consultant selection process, contract award, or data provided by the City at any Public Hearing must receive prior written approval from the City before disclosing such information to the public.

6. FEDERAL FUNDING REQUIREMENTS
A. Federal Requirements
For firms bidding on this scope of work, the funding being provided through the OBAG grant program originates with the Federal Highway Administration, under the U.S. Department of Transportation. The City of San Rafael will enter into an agreement with MTC which stipulates that consultants comply with various federal funding requirements. These include, but are not limited to:

B. Disadvantaged Business Enterprise (DBE) Policy
As this project is federally funded, the contract is subject to regulations in accordance with Title 49, Code of Federal Regulations, Part 26 (49 CFR 26).

The Consultant shall ensure that certi�ied DBE �irms have the opportunity to participate in the performance of the contract and shall take all necessary and reasonable steps to facilitate participation by DBE �irms for such assurance. For this contract, the City has established a DBE goal of 19%.

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember For additional information, please see Caltrans Exhibit 10-I, “Notice to Proposers DBE Information,” 10i.pdf. DBE Regulations: Bidders shall be fully informed with respect to the requirements of the DBE regulations. The DBE regulations in their entirety are incorporated herein by reference. Please note:

1. A DBE must be a small business �irm de�ined pursuant to 13 CFR 121 and be certi�ied through the California Uni�ied Certi�ication Program (CUCP).

2. A certi�ied DBE may participate as a prime Consultant, sub-Consultant, joint venture partner, as a vendor of materials or supplies, or as a trucking company.

3. A DBE must perform a commercially useful function pursuant to 49 CFR

26.55, that is, a DBE �irm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work.

4. The proposer shall list only one subcontractor for each portion of work as de�ined in their proposal and all DBE subcontractors should be listed in the bid/cost proposal list of subcontractors.

5. A prime contractor who is a certi�ied DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors.

More information on the DBE application process and recent policy changes is available on the California Department of Transportation (Caltrans) Web site at Disadvantaged Business Enterprise (DBE) | Caltrans.

Additional information on the DBE program may be found through the Local Assistance | Caltrans and the LAPM Exhibit 9-A: DBE Implementation Agreement for Local Agencies. LAPM chapter 4 exhibit 4C Master Agreement -- Federal-Aid Projects, in particular, details the required legal clauses.

It is the policy of MTC and the U.S. Department of Transportation to ensure nondiscrimination in the award and administration of DOT-assisted contracts and to create a level playing field on which disadvantaged business enterprises, as defined in 49 Code of Federal Regulations Part 26, can compete fairly for contracts and subcontracts relating to MTC’s procurement and professional services activities.

GRANTEE shall not discriminate on the basis of race, color, national origin or sex in the performance of this Agreement.
• EQUAL EMPLOYMENT OPPORTUNITY
In accordance with Title VI of the Civil Rights Act, as amended (42 U.S.C. § 2000d); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132); and 49 U.S.C. § 5332 for FTA-funded projects, GRANTEE agrees that it shall not, on the Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember grounds of race, religious creed, color, national origin, age, physical disability or sex, discriminate or permit discrimination against any employee or applicant for employment.
• TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
GRANTEE agrees to comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (47 U.S.C. § 2000(d)) and the regulations of the Department of Transportation issued thereunder (49 CFR Part 21). For FTA-funded projects, AGENCY further agrees to comply with the current FTA Circular 4702.1A, “Nondiscrimination Guidelines for FTA Recipients,” the U.S. DOT Order to Address Environmental Justice in Minority Populations and Low-Income Populations, and the U.S. DOT Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficient (LEP) Persons.
• ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES GRANTEE agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. § 5310(f); and their implementing regulations. • STATE ENERGY CONSERVATION PLAN
GRANTEE shall comply with all mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6321). • ALLOWABILITY OF COSTS
GRANTEE shall comply with the cost principles (as applicable) in Office of Management and Budget (OMB) Circulars A-87, or A-122, or 48 Code of Federal Regulations Chapter 1 Part 31, or 49 Code of Federal Regulations Part 18, or in 2 Code of Federal Regulations Parts 200 and 1201, as applicable. In addition, all subcontracts must be in accordance with 2 Code of Federal Regulations Part 200, as applicable, MTC's funding agreement with DOT and any regulations, guidelines and circulars of DOT, applicable as a result of such funding agreement. Further, all subconsultants shall agree to comply with 48 Code of Federal Regulations, Chapter 1, Part 31.
• CLEAN AIR AND WATER POLLUTION ACTS
GRANTEE agrees to comply with the applicable requirements of all standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 7501 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember • DEBARMENT
RECIPIENT certifies that neither it, nor any of its participants, principals or subcontractors is or has been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions, as they are defined in 49 CFR Part 29, by any Federal agency or department. • LOBBYING
GRANTEE agrees to comply with the restrictions on the use of federal funds for lobbying activities set forth in 31 United States Code §1352 and 49 C.F.R. Part 20.

Other federal provisions may apply, including those relating to the retention of records and audits, subcontracting, equipment purchase, State prevailing wage rates, conflicts of interest, and ownership of data, among others.

EXHIBIT A

AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN

THE CITY OF SAN RAFAEL
AND
CONSULTANT’S NAME

FOR SHORT DESCRIPTION SERVICES
This Agreement is made and entered into as of ________________________ (the “Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and CONSULTANT’S NAME, a[n] (enter State name) corporation/limited liability company/partnership/individual (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

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

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1. SERVICES TO BE PROVIDED.

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

2. COMPENSATION.
[Use this clause for time & materials, not-to-exceed:]
In consideration for CONSULTANT’s complete performance of Services, CITY shall Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed $insert Total NTE.

CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice. [OR use this clause for fixed fee:]
In consideration for CONSULTANT’s complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee, as further described in Exhibit A, in an amount of $insert Fee.

CONSULTANT will bill City for Services provided by CONSULTANT, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice.

3. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on insert end date.

4. PROJECT COORDINATION.

A. CITY’S Project Manager. Title of 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 Agreement.

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

5. TERMINATION.

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

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

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other.

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

6. OWNERSHIP OF DOCUMENTS.

The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY.

CITY may use said property for any purpose, including projects not contemplated by this Agreement.

7. INSPECTION AND AUDIT.

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

8. ASSIGNABILITY.

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

9. INSURANCE REQUIREMENTS.

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

10. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of CONSULTANT’S performance of its obligations or conduct of its operations Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT’s work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY’S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims.

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

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

11. NONDISCRIMINATION.

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

12. COMPLIANCE WITH ALL LAWS.

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

13. NO THIRD PARTY BENEFICIARIES.

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

14. NOTICES.

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

To CITY’s Project Manager:

Name/Title of City’s Project Manager
1400 Fifth Avenue
San Rafael, CA 94901
To CONSULTANT’s Project Director:

Name/Title of City’s Project Director
insert mailing address
insert mailing address

15. INDEPENDENT CONTRACTOR.

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

16. ENTIRE AGREEMENT -- AMENDMENTS.

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

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

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

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

E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember reference, the terms and conditions of this Agreement shall control.

17. SET-OFF AGAINST DEBTS.

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

18. WAIVERS.

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

19. COSTS AND ATTORNEY'S FEES.

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

20. CITY BUSINESS LICENSE / OTHER TAXES.

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

21. SURVIVAL OF TERMS.

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

22. APPLICABLE LAW.

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

23. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission.
[Signatures are on the following page.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.

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

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

City Clerk
_________________________________
LINDSAY LARA, City Clerk
CONSULTANT:
_________________________________
_
By: ____________________________
Name:
____________________________
Title: ____________________________
[If CONSULTANT is a corporation, add
signature of second corporate officer]
_________________________________
_
By: ____________________________
Name:
____________________________
Title: ____________________________
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember

EXHIBIT A

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

EXHIBIT B

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

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

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

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

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

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

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

2. The additional insured coverage under CONSULTANT’s insurance policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 Kate Colin, Mayor • Maribeth Bushey, Vice Mayor • Eli Hill, Councilmember • Rachel Kertz, Councilmember • Maika Llorens Gulati, Councilmember contribution. The “primary and noncontributory” coverage in CONSULTANT’S policies shall be at least as broad as ISO form CG20 01 04 13.

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

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

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

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

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

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

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

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

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

Failure to exercise this right shall not constitute a waiver of the right to exercise it later.

The insurance shall be approved as to form and sufficiency by the CITY.

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3

CONTRACT APPROVAL SHEET
GENCY: MTC ConTracker #: Contract No.
. .. (Acctg. use only): _ City of San Rafael
................................. . ,_., .

NAME OF CONTRACTOR/CONSULT ANT:

PROJECT
TITLE:
..................................... ,
MASTER FUNDING AGREEMENT - City of San Rafael
·-·J ..................... _
Amount
........................... --r----······· ... - ..... , ..

Approval by
ED or
Committee
(s ecif
: Committee Approval
Date Attach most rece11t
' sig11ed Comm. memo
'Grant/ Grant No./ Allocation No.I!
Funding Source (Acctg.) !
................................................................................................. 1 $0 ED NIA
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tractor Contact/Email: rm chutz/jim.schutz cit ofsanrafael.org ......................................................................................... ..;. : : ,, : : : ::,,¿ :.; : : : .. : : : : .,,, ............................................................................................................................................................................• ; Contractor Address: 1400 Fifth Avenue, Room 203
SanRafael, CA 94901
J:\PROJEClìSmart Growth\MTC funding programs\5 OBAG 2\Cycle 7 PDA Planning\Project Folders - PMs Use These\Plans\San Rafael\Scope Development (precontract)\Master Contract Signature Sheet_San Rafael.docx

REVIEW LIST
Project Manager:

Section Director:

Budget Review:

Contract
Administration1:

IT Review:

Office of General
Counsel:

Deputy Executive
Director:

Finance Section:

Date:

Pre Award Audit Re uired: Yes No X
Public Works: Yes No X
Date: 8---z&--I ~
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Date:

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Return to Contract Administration RECEIVED
1 Includes DBE review for all federally-funded contracts. 2 Reviews all procurements and contracts from OPS, EPS, TSS, BAT A, BAHA, MTC SAFE, and BAIFA funded work. fv1TC [EGA[ DEPT 3 Reviews all procurements and contracts from Planning, PAA, LPA and ADS. • Reviews all procurements and contracts from ABAG for Estuary Partnership, Energy Program, Insurance Program, and Finance Authority.

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3

MASTER FUNDING AGREEMENT

BETWEEN THE METROPOLITAN TRANSPORTATION COMMISSION
AND

CITY OF SAN RAFAEL

PLANNING, PROGRAMMING,

TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
FOR
FISCAL YEAR 2018-19 through FISCAL YEAR 2027-28
Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement
Page ii

TABLE OF CONTENTS

ARTICLE PAGE

1.0 GENERAL..................................................................................................................................... 3

2.0 INTERAGENCY AGREEMENT ADMINISTRATION.......................................................... 4

3.0 FUNDING...................................................................................................................................... 4

4.0 TERM............................................................................................................................................. 5

5.0 PAYMENT .................................................................................................................................... 5

6.0 DELAYS AND FAILURE TO PERFORM................................................................................ 5

7.0 AMENDMENTS ........................................................................................................................... 5

8.0 TERMINATION........................................................................................................................... 6

9.0 USE OF THIRD PARTY CONTRACTS ................................................................................... 6

10.0 INDEMNIFICATION .................................................................................................................. 6

11.0 LAWS AND REGULATIONS..................................................................................................... 6

12.0 RECORDS..................................................................................................................................... 7

13.0 AUDITS ......................................................................................................................................... 7

14.0 SUBCONTRACTS........................................................................................................................ 7

15.0 PROHIBITED INTERESTS ....................................................................................................... 8

16.0 ORGANIZATIONAL CONFLICTS OF INTEREST............................................................... 8

17.0 CHOICE OF LAW ....................................................................................................................... 9

18.0 PARTIAL INVALIDITY............................................................................................................. 9

19.0 NO THIRD PARTY BENEFICIARIES ..................................................................................... 9

20.0 ORDER OF PRECEDENCE....................................................................................................... 9 EXHIBIT A FORM OF SUPPLEMENT ............................................................................................. 11 EXHIBIT B-1 ADDITIONAL TERMS AND CONDITIONS (GENERAL) .................................... 13 EXHIBIT B-2 ADDITIONAL TERMS AND CONDITIONS (FEDERALLY REQUIRED CLAUSES)............................................................................................................................................... 14 EXHIBIT B-3 ADDITIONAL TERMS AND CONDITIONS (STATE-REQUIRED CLAUSES) 23 EXHIBIT B-4 ADDITIONAL TERMS AND CONDITIONS (PREVAILING WAGE RATES,

APPRENTICESHIPS, AND PAYROLL RECORDS NON FEDERALLY FUNDED AGREEMENTS)..................................................................................................................................... 36 EXHIBIT B-5 ADDITIONAL TERMS AND CONDITIONS (PREVAILING WAGE RATES, APPRENTICESHIPS, AND PAYROLL RECORDS FEDERALLY FUNDED AGREEMENTS)37 EXHIBIT B-6 ADDITIONAL TERMS AND CONDITIONS (REGIONAL TOLL FUNDS INCLUDING RM1, RM2, AND AB 1171) ........................................................................................... 48 EXHIBIT B-7 ADDITIONAL TERMS AND CONDITIONS (REGIONAL DISCRETIONARY FEDERAL FUNDS INCLUDING STP AND CMAQ)........................................................................ 53 Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement

Page 3 ends

MASTER FUNDING AGREEMENT
Between METROPOLITAN TRANSPORTATION COMMISSION
And CITY OF SAN RAFAEL
For PLANNING, PROGRAMMING,

TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
This Master Funding Agreement, effective as of July 1, 2018 (this “Master Funding Agreement” or “Agreement”), is entered into by and between the Metropolitan Transportation Commission (hereafter “MTC”), a regional transportation planning agency established pursuant to California Government Code § 66500 et seq., and City of San Rafael (hereafter "AGENCY"). MTC and AGENCY are collectively referred to herein as “the Parties.”

WITNESSETH
WHEREAS, MTC has been designated as the Metropolitan Planning Organization (MPO - federal) and the Regional Transportation Planning Agency (“RTPA” - state) for the San Francisco Bay Region; and
WHEREAS, MTC from time to time expects to provide funds available to it as MPO, RTPA or otherwise to AGENCY; and
WHEREAS, it is expected that these funds will be used for planning, programming, transportation, transit, land use or other projects relevant to MTC or its statutory purposes (the “Project” or “Projects”); and
WHEREAS, the Parties wish to set forth the terms and conditions under which MTC may from time to time provide funding to AGENCY; and
WHEREAS, before MTC will make funds available hereunder, MTC and AGENCY will enter into at least one Supplement to this Master Funding Agreement, which must be in substantially the form attached hereto as Exhibit A (each, a “Supplement”) to establish the terms and conditions applicable to AGENCY when receiving funds for the Project;
NOW, THEREFORE, the Parties hereto agree as follows:

1.0 GENERAL
This Master Funding Agreement shall have no force and effect with respect to a Project or any portion thereof unless and until a Supplement has been fully executed by both MTC and AGENCY governing the relevant Project. Exhibit A, Form of Supplement, is attached hereto and incorporated herein. Each Supplement shall include the following information:

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement

Page 4 ends

a. A description of the applicable Project scope of work; b. A maximum payment amount for the applicable Project scope of work; c. An indication of whether the various clauses attached hereto as Exhibits B-1 through B-7 shall apply to AGENCY’s implementation of the applicable Project scope of work; d. Any additional covenants, conditions, restrictions or reporting requirements that apply to the applicable Project scope of work or funding source MTC is providing to AGENCY; e. Identification of the MTC and AGENCY project managers for the applicable Project scope of work;
f. The estimated budget and payment milestones for the applicable Project scope of work; and
g. Any MTC or AGENCY resolutions, authorizations or approvals, or any other key documents, relevant to the applicable Project scope of work or funding source MTC is providing to AGENCY.

Upon execution by MTC and AGENCY of such a Supplement, AGENCY shall assume the responsibility for implementing the applicable Project scope of work, and MTC will administer funding to AGENCY in accordance with this Agreement, the applicable Supplement, and any other documents incorporated by reference into such Supplement.

2.0 INTERAGENCY AGREEMENT ADMINISTRATION
The administration of this Agreement will be conducted by MTC staff. Day-to-day management of individual projects required under this Agreement is assigned to the appropriate Project Manager at AGENCY and Project Manager at MTC, as set forth in the applicable Supplement.

3.0 FUNDING
A. The total compensation to be paid to AGENCY under this Agreement shall be the sum of the amounts of compensation payable to AGENCY as set forth in each Supplement.

B. AGENCY and MTC jointly agree to exert their best efforts to manage each component of the Project in such a way that prevents costs from exceeding the estimated budget set forth in the applicable Supplement.

C. Reimbursement of AGENCY travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Personnel Administration for similar employees (i.e. non-representative employees)
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4.0 TERM
This Agreement is in effect for the ten years following the Effective Date. This Agreement term may be extended by mutual written agreement.

5.0 PAYMENT
Contingent upon AGENCY’s satisfactory completion of work products or milestones, as applicable, required under the applicable Supplement, AGENCY shall submit invoices to MTC for that portion of the funds available to AGENCY that have been expended. This invoice will be in the format and provided no more frequently than prescribed by MTC in the applicable Supplement. In addition, all supporting documentation must accompany expenditures included on AGENCY invoices. Payment shall be made by MTC within thirty (30) days of receipt of an acceptable invoice, which shall be subject to the review and approval of MTC’s Project Manager or a designated representative. Approval of an invoice shall not be unreasonably withheld. AGENCY should submit invoices electronically via email to MTC at [email protected] or deliver or mail invoices to MTC, as follows:

Attention: Accounting Section
Metropolitan Transportation Commission
Bay Area Metro Center
375 Beale Street, Suite 800
San Francisco, CA, 94105

6.0 DELAYS AND FAILURE TO PERFORM
Whenever AGENCY encounters any difficulty that will delay timely performance of work, AGENCY shall notify MTC in writing. The parties agree to cooperate to work out a mutually satisfactory course of action.

If MTC determines that (a) AGENCY’s failure to complete a product on a timely basis is due to causes solely within AGENCY’s control; and/or (b) AGENCY has failed to consider MTC recommendations aimed at facilitating progress toward that product, MTC may impose such sanctions as it may determine appropriate. Sanctions may include withholding of commensurate payment due under this Agreement until compliance is achieved.

7.0 AMENDMENTS
This Agreement or any Supplement hereto may be amended by mutual agreement of MTC and AGENCY at any time during the term of the Agreement. All such changes shall be incorporated in written amendments, which shall specify the changes in work performed and any adjustments in compensation and schedule. All amendments shall be executed by the authorized Executive or a Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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designated representative of MTC and AGENCY and specifically identified as amendments to the Agreement. The MTC Project Manager is not a designated representative, for purposes of executing an amendment.

8.0 TERMINATION
Either party may terminate this Agreement, in whole or in part, at any time upon ninety (90) days’ written notice. In this event, AGENCY shall submit a requisition to MTC for an amount representing the actual cost of services performed up to the effective date of termination for which AGENCY has not been previously reimbursed. In no event shall the maximum expenditure allowed under this Agreement, as it may be adjusted by a written amendment signed by both parties, be exceeded. Upon payment of the amount found due, MTC shall be under no further obligation to AGENCY, monetarily or otherwise.

9.0 USE OF THIRD PARTY CONTRACTS
AGENCY may subcontract or subvene funds to local agencies, consultants or contractors for performance of portions of the work required under this Agreement, without the prior written consent of MTC, provided AGENCY complies with any other applicable requirements of this Agreement and the applicable Supplement hereto, and applicable federal and state requirements.

10.0 INDEMNIFICATION
AGENCY shall indemnify, defend, and hold harmless MTC, its Commissioners, representatives, agents and employees from and against all claims, injury, suits, demands, liability, losses, damages and expenses, whether direct or indirect (including any and all costs and expenses in connection therewith), incurred by reason of any act or failure to act of AGENCY, its officers, employees or agents, or subconsultants or any of them in connection with this Agreement.

11.0 LAWS AND REGULATIONS
AGENCY shall comply with any and all laws, statutes, ordinances, rules, regulations or requirements of the federal, state and/or a local government, and of any agency thereof, including but not limited to the California Department of Transportation (Caltrans) Local Assistance Procedures Manual, as they exist at the time of execution of the Agreement and as they may be amended in the future, which relate to or in any manner affect the performance of this Agreement and any Supplements.

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12.0 RECORDS
AGENCY agrees to establish and maintain an accounting system conforming to generally accepted accounting principles (GAAP) that is adequate to accumulate and segregate reasonable, allowable, and allocable project costs. AGENCY further agrees to keep all records pertaining to the Project(s) being funded for audit purposes for a minimum of: (a) three (3) years following final payment to AGENCY, (b) four (4) years following the fiscal year of last expenditure under the Agreement; or (c) until completion of any litigation, claim or audit, whichever is longest.

13.0 AUDITS
AGENCY shall permit MTC and MTC’s authorized representatives to have access to AGENCY’s books, records, accounts, and any and all work products, materials, and other data relevant to this Agreement, for the purpose of making an audit, examination, excerpt and transcription during the term of this Agreement and for the period specified in Article 12. AGENCY shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, work products, materials and data for that period of time. Such permission shall extend to books, records, accounts, and any and all work products, materials, and other data relevant to this Agreement of the AGENCY’s contractors and subcontractors, if any. If applicable, should MTC request access to the construction site and related field operations, MTC shall provide reasonable notice to AGENCY, and AGENCY shall provide access as it deems reasonable and safe, subject to the rights of the property owner if such owner is not AGENCY.

AGENCY further agrees to include in all its subcontracts hereunder exceeding $25,000 a provision to the effect that the subconsultant agrees that MTC or any of MTC’s duly authorized representatives shall have access to and the right to examine any directly pertinent books, documents, papers, and records of such subconsultant for the term specified above. “Subconsultant” is defined in Article 14.0 Subcontracts, below.

14.0 SUBCONTRACTS
A. For purposes of this Agreement, “subconsultant” shall mean any consultant or contractor under contract with the AGENCY to perform Project work. Any subconsultants must be engaged under written contract with AGENCY with provisions allowing AGENCY to comply with all requirements of this Agreement. Failure of a subconsultant to provide any insurance required under this Agreement shall be at the risk of AGENCY. MTC’s Project Manager shall be notified in writing of any substitution or addition of subconsultants.

For any Project funded by the Federal Transit Authority (FTA), Federal Highway Administration (FHWA) or Caltrans, AGENCY shall complete Form 10-C, as may be revised by Caltrans from time to Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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time, within thirty (30) days of executing an agreement with a subconsultant and submit it to MTC’s Project Manager. MTC shall not process payment of any invoice under the applicable Supplement relating to work by a subconsultant unless AGENCY shall have submitted to MTC a Form 10-C with respect to its contract with such subconsultant.

B. Nothing contained in this Agreement or otherwise, shall create any contractual relation between MTC and any subconsultants, and no subcontract shall relieve AGENCY of his/her responsibilities and obligations hereunder. AGENCY agrees to be as fully responsible to MTC for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by AGENCY. AGENCY's obligation to pay its subconsultants is an independent obligation from MTC's obligation to make payments to AGENCY.

C. Applicable provisions of this Agreement shall be included in any subcontract or subconsultant agreement in excess of $25,000 entered into under of this Agreement.

15.0 PROHIBITED INTERESTS
No member, officer, employee or agent of MTC, during his/her tenure shall have any prohibited interest as defined by California Government Code Sections 1090, et seq., direct or indirect, in the Agreement or the proceeds thereof. Prohibited interests include interests of immediate family members, domestic partners, and their employers or prospective employers. Accordingly, AGENCY further covenants that it has made a complete disclosure to MTC of all facts of which AGENCY is aware upon due inquiry bearing upon any possible interest, direct or indirect, that it believes any member, officer, agent or employee of MTC (or an immediate family member, domestic partner or employer or prospective employer of such member, officer, agent or employee) presently has, or will have in the Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to make such disclosure, if any, shall constitute grounds for cancellation and termination hereof by MTC.

16.0 ORGANIZATIONAL CONFLICTS OF INTEREST
AGENCY shall take all reasonable measures to preclude the existence or development of an organizational conflict of interest in connection with work performed by subconsultants or subcontractors under this Agreement. An organizational conflict of interest occurs when, due to other activities, relationships, or contracts, a firm or person is unable, or potentially unable, to render impartial assistance or advice to MTC or AGENCY; a firm or person’s objectivity in performing the contract work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for award of a contract as a result of information gained in performance of this or some other Agreement.

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AGENCY shall not engage the services of any subconsultant or subcontractor on any work related to this Agreement if the subconsultant or subcontractor, or any employee of the subconsultant or subcontractor, has an actual or apparent organizational conflict of interest related to work or services contemplated under this Agreement.

If at any time during the term of this Agreement AGENCY becomes aware of an organizational conflict of interest in connection with the work performed by a subconsultant or subcontractor hereunder, AGENCY shall immediately provide MTC with written notice of the facts and circumstances giving rise to this organizational conflict of interest. AGENCY’s written notice will also describe alternatives for addressing or eliminating the organizational conflict of interest. If at any time during the period of performance of this Agreement, MTC becomes aware of an organizational conflict of interest in connection with performance of any work hereunder by a subconsultant or subcontractor, MTC shall similarly notify AGENCY. In the event a conflict is presented, whether disclosed by AGENCY or its subconsultant or subcontractor, or discovered by MTC, MTC will consider the conflict presented and any alternatives proposed and meet with AGENCY to determine an appropriate course of action.

MTC’s determination as to the manner in which to address the conflict shall be final.

Failure to comply with this section may subject AGENCY or its subconsultant or subcontractor to damages incurred by MTC in addressing organizational conflicts that arise out of work performed by such subconsultant or subcontractor, or to termination of this Agreement for breach.

17.0 CHOICE OF LAW
All questions pertaining to the validity and interpretation of the Agreement shall be determined in accordance with the laws of the State of California applicable to agreements made and to be performed within the State.

18.0 PARTIAL INVALIDITY
If any term or condition of this Agreement is found to be illegal or unenforceable, such term or condition shall be deemed stricken and the remaining terms and conditions shall remain valid and in full force and effect.

19.0 NO THIRD PARTY BENEFICIARIES
This Agreement is not for the benefit of any person or entity other than the parties.

20.0 ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this Agreement, any Supplement hereto, or the Exhibits hereto incorporated by reference into such Supplement, the following order of priority shall be Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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used in resolving such conflict: the applicable Supplement shall have first priority, then the Exhibits incorporated into such Supplement, then this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first written above.

METROPOLITAN TRANSPORT A TION
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CITY OF SAN RAFAEL
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J:ICONTRACT\Contracts-New\Master Funding Agreements\San Rafäel\San Rafael (Master Funding Agreement).fínal ctocx Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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EXHIBIT A

FORM OF SUPPLEMENT
SUPPLEMENT [insert number] TO MASTER FUNDING AGREEMENT
This Supplement No. ___ to Master Funding Agreement (“Supplement or “Agreement”) is entered into this ______day of _______, 2017, by and between the Metropolitan Transportation Commission (hereafter “MTC”) and [AGENCY] (hereafter “AGENCY”) and supplements the Master Funding Agreement, dated _______, 2017, by and between MTC and AGENCY.

Pursuant to this Supplement, MTC agrees to provide an amount not to exceed _________ dollars ($_______) in [describe funding source] to AGENCY to fund the [brief description of Project] (as more fully described in Annex I hereto, the “Supplement Project”). The estimated budget and payment milestones for the Supplement Project scope of work is attached as Annex II hereto.

MTC will reimburse AGENCY for its actual eligible costs incurred for completed Supplement Project milestones or deliverables described in Annex II hereto.

The Supplement Project work will commence [date], and be completed no later than ________, 20__.

The clauses selected below and attached as exhibits to the Master Funding Agreement shall apply to AGENCY’s performance of the applicable Supplement Project scope of work hereunder:
 Exhibit B-1, Additional Terms and Conditions (General), Paragraph A  Exhibit B-1, Additional Terms and Conditions (General), Paragraph B  Exhibit B-2, Additional Terms and Conditions (Federally Required Clauses)  Exhibit B-3, Additional Terms and Conditions (State Required Clauses)  Exhibit B-4, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships, and Payroll Records, Non-Federally-Funded Agreements)
 Exhibit B-5, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships, and Payroll Records, Federally-Funded Agreements)
 Exhibit B-6, Additional Terms and Conditions (Regional Toll Funds including RM1, RM2, and AB1171)
 Exhibit B-7, Additional Terms and Conditions (Regional Discretionary Federal Funds including STP and CMAQ)
[Insert any additional covenants, conditions, restrictions or reporting requirements that apply to the Supplement Project scope of work or funding source MTC is providing to AGENCY.] [Describe/attach any MTC or AGENCY resolutions, authorizations or approvals, or any other key documents, relevant to the applicable Project scope of work or funding source MTC is providing to AGENCY.]
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The MTC Project Manager for the Supplement Project is [name, telephone, email]. The AGENCY Project Manager for the Supplement Project is [name, telephone, email].

This Supplement is supplemental to the Master Funding Agreement; all terms and conditions of the Master Funding Agreement, as may be amended, remain unchanged hereby.

Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Master Funding Agreement.

METROPOLITAN TRANSPORTATION

COMMISSION
[AGENCY]
Steve Heminger, Executive Director [Name/Title]
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EXHIBIT B-1

ADDITIONAL TERMS AND CONDITIONS (GENERAL)
A. INSURANCE REQUIREMENTS
AGENCY shall, at its own expense, obtain and maintain (and/or cause its subconsultant(s) to obtain and maintain, as applicable) the types of insurance and financial security listed (if any) in the applicable attachment or exhibit to the relevant Supplement against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under such Supplement, and in effect at all times for the duration of such Supplement. All policies will be issued by insurers acceptable to MTC, generally with a Best’s Rating of A- or better with a Financial Size Category of VIII or better, or as otherwise specified in the applicable Supplement. Notwithstanding anything to the contrary, AGENCY may satisfy the insurance requirements herein utilizing self-insurance providing equivalent coverage.

B. CLAIMS OR DISPUTES
Unless otherwise directed in writing by MTC, AGENCY shall continue performance under this Agreement while any matters in dispute are being resolved. Further, MTC shall pay AGENCY for any undisputed work performed by AGENCY prior to or during the resolution of the matters in dispute. In the event there is a dispute concerning the interpretation of this Agreement or any aspect of the Project that the project managers identified by MTC and AGENCY are unable to resolve, the project manager for either MTC or AGENCY may request that an ad hoc Dispute Resolution Committee (“DRC”) be convened to resolve the dispute. The DRC shall consist of two members, one appointed by the MTC Executive Director and the other appointed by the Chief Executive Officer of AGENCY. The responsibility of chairing each ad hoc DRC shall alternate between the agencies, beginning with MTC.

Further, disputes between MTC and AGENCY that cannot be resolved by the DRC may be submitted to alternative dispute resolution, as agreed to by the parties. Fees and expenses of the mediator will be borne equally.

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EXHIBIT B-2

ADDITIONAL TERMS AND CONDITIONS
(FEDERALLY REQUIRED CLAUSES)

1. EQUAL EMPLOYMENT OPPORTUNITY
In accordance with Title VI of the Civil Rights Act, as amended (42 U.S.C. § 2000d); Section VII of the Civil Rights Act of 1964, as amended (42 U.S.C. § 2000e); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132); and, for FTA-funded projects, 49 U.S.C. § 5332 and any implementing requirements that FTA may issue. AGENCY agrees that it will not, on the grounds of race, religious creed, color, national origin, age, physical disability or sex, discriminate or permit discrimination against any employee or applicant for employment.

2. DISADVANTAGED BUSINESS ENTERPRISE (DBE) POLICY
It is the policy of MTC and the U.S. Department of Transportation to ensure nondiscrimination in the award and administration of DOT-assisted contracts and to create a level playing field on which disadvantaged business enterprises, as defined in 49 Code of Federal Regulations Part 26, can compete fairly for contracts and subcontracts relating to MTC’s procurement and professional services activities.

AGENCY shall not discriminate on the basis of race, color, national origin or sex in the performance of the applicable Supplement. AGENCY shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by AGENCY to carry out these requirements is a material breach of contract, which may result in the termination of the applicable Supplement or this Agreement, or such other remedy as MTC deems appropriate.

3. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
AGENCY agrees to comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000(d)) and the regulations of the Department of Transportation issued thereunder (49 CFR Part 21). For FTA-funded projects, AGENCY further agrees to comply with the current FTA Circular 4702.1A, “Nondiscrimination Guidelines for FTA Recipients,” the U.S. DOT Order to Address Environmental Justice in Minority Populations and Low-Income Populations, and the U.S. DOT Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficient (LEP) Persons.

4. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES AGENCY agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. § 5310(f); and their implementing regulations.

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5. STATE ENERGY CONSERVATION PLAN
AGENCY shall comply with all mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6321).

6. ALLOWABILITY OF COSTS
AGENCY shall comply with the cost principles (as applicable) in Office of Management and Budget (OMB) Circulars A-87, or A-122, or 48 Code of Federal Regulations Chapter 1 Part 31, or 49 Code of Federal Regulations Part 18, or in 2 Code of Federal Regulations Parts 200 and 1201, as applicable. In addition, all subcontracts must be in accordance with 2 Code of Federal Regulations Part 200, as applicable, MTC's funding agreement with DOT and any regulations, guidelines and circulars of DOT, applicable as a result of such funding agreement. Further, all subconsultants shall agree to comply with 48 Code of Federal Regulations, Chapter 1, Part 31.

7. LICENSE FOR FEDERAL GOVERNMENT PURPOSES
FTA/FHWA reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: (a) the copyright in any work developed under the applicable Supplement; and (b) any rights of copyright to which MTC or AGENCY purchases ownership under the applicable Supplement.

8. IDENTIFICATION OF DOCUMENTS
All reports and other documents completed as part of the applicable Supplement shall carry the following notation on the front cover or title page:
"The preparation of this report has been financed in part by grants from the: [select appropriate agency] Federal Transit Administration/Federal Highway Administration, U.S. Department of Transportation. The contents of this report do not necessarily reflect the official views or policy of the U.S. Department of Transportation."

9. AUDITS
AGENCY agrees to grant MTC, the U.S. DOT, FTA or FHWA, as applicable, the Comptroller General of the United States, the State of California, and their authorized representatives access to AGENCY’s books, records, accounts, and any and all work products, materials, and other data relevant to the applicable Supplement, for the purpose of making an audit, examination, excerpt and transcription during the term of the applicable Supplement and for the period specified in Article 14. AGENCY shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, work products, materials Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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and data for that period of time. If, as a result of any audit, it is determined by the auditor that reimbursement of any costs including profit or fee under the applicable Supplement was in excess of that represented and relied upon during price negotiations or represented as a basis for payment, AGENCY agrees to reimburse MTC for those costs within sixty (60) days of written notification by MTC.

AGENCY further agrees to include in all its subcontracts hereunder exceeding $25,000 a provision to the effect that the subrecipient agrees that MTC the U.S. DOT, FTA or FHWA, as applicable, the Comptroller General of the United States, the State of California, and their authorized representatives shall have access to and the right to examine any directly pertinent books, documents, papers, and records of such subrecipient for the term specified above.

10. FLY AMERICA REQUIREMENTS.

AGENCY agrees to comply with 49 U.S.C. 40118 (the “Fly America Act”) in accordance with the General Services Administration's regulations at 41 CFR Part 301 - 10, which provide that recipients and subrecipients of Federal funds and their consultants are required to use U.S. flag air carriers for U.S.

Government-financed international air travel and transportation of their personal effects or property to the extent such service is available, unless travel by foreign air carrier is a matter of necessity as defined by the Fly America Act. AGENCY shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements, if used. AGENCY agrees to include the requirements of this Section in all subcontracts that may involve international air transportation.

11. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS.

A. AGENCY acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, AGENCY certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Supplement or the FTA assisted project for which work is being performed under the applicable Supplement. In addition to other penalties that may be applicable, AGENCY further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on AGENCY to the extent the Federal Government deems appropriate.

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B. AGENCY also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on AGENCY, to the extent the Federal Government deems appropriate.

C. AGENCY agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions.

12. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
MTC and AGENCY acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the applicable Supplement or this Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to MTC, AGENCY or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement.

13. DEBARMENT
This Article is only applicable if the applicable Supplement exceeds $25,000. AGENCY certifies that neither it, nor any of its participants, principals or subrecipients is or has been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions, as they are defined in 2 CFR Parts 180 and 1200, by any Federal agency or department.

14. CLEAN AIR AND WATER POLLUTION ACTS
This Article is only applicable if the applicable Supplement exceeds $100,000. AGENCY agrees to comply with the applicable requirements of all standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 7501 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).

15. LOBBYING
This Article is only applicable if the applicable Supplement exceeds $100,000. AGENCY agrees to comply with the restrictions on the use of federal funds for lobbying activities set forth in 31 United States Code §1352 and 49 C.F.R. Part 20.

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Attachments:

Attachment A – Federally Required Certifications (AGENCY shall either provide these certifications to MTC or shall provide copies of such certifications AGENCY has independently made to the Federal Government.)
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EXHIBIT B-2

ATTACHMENT A

FEDERALLY REQUIRED CERTIFICATIONS

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER

RESPONSIBILITY MATTERS
Instructions for Certification:

1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, MTC may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to MTC if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “persons,” “lower tier covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact MTC for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by MTC.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transaction”, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration.

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8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, MTC may pursue available remedies including suspension and/or debarment.

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CERTIFICATION REGARDING DEBARMENT, SUSPENSION,

INELIGIBILITY AND VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTION
(1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its “principals” [as defined at 49 C.F.R. Section 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Date (signature of authorized official)
(type/print name and title)
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CERTIFICATION OF RESTRICTIONS ON LOBBYING
I, hereby certify on behalf of that:
(name and title of grantee
official)
(name of grantee)

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Executed this day of , 20__
By:
(signature of authorized official)
(title of authorized official)
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ADDITIONAL TERMS AND CONDITIONS
(STATE-REQUIRED CLAUSES)
1) Attachment A – Fair Employment Practices Addendum
2) Attachment B – Nondiscrimination Assurances
a. Appendix A – Clauses to be inserted in every agreement subject to the ACT, as defined in Attachment B of this Exhibit and REGULATIONS, also as defined in Attachment B. b. Appendix B – To be included as covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein c. Appendix C – To be included for subsequent transfer of real property acquired or improved under federal-aid Program
d. Appendix D – To be included for the construction or use of or access to space on, over, or under real property acquired or improved under the federal-aid Program 3) Attachment C – State Department of Transportation Requirements Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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EXHIBIT B-3

ATTACHMENT A

FAIR EMPLOYMENT PRACTICES ADDENDUM

1. In the performance of the applicable Supplement, AGENCY shall not discriminate against any employee for employment because of race, color, sex, sexual orientation, religion, ancestry or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or disability leave. AGENCY shall take affirmative action to ensure that employees are treated during employment without regard to their race, sex, sexual orientation, color, religion, ancestry, or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or disability leave. Such action shall include, but not be limited to, the following: employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. AGENCY shall post in conspicuous places, available to employees for employment, notices to be provided by STATE setting forth the provisions of this Fair Employment section.

2. AGENCY, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.), and the applicable regulations promulgated thereunder (California code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900(a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into the applicable Supplement by reference and made a part hereof as if set forth in full.

Each of the AGENCY’S contractors and all subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements as appropriate.

3. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the applicable Supplement.

4. AGENCY shall permit access to the records of employment, employment advertisements, application forms, and other pertinent data and records by STATE, the State Fair Employment and Housing Commission, or any other agency of the State of California designated by STATE, for the purposes of investigation to ascertain compliance with the Fair Employment section of the applicable Supplement.

5. Remedies for Willful Violation:
(a) STATE may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which AGENCY was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that AGENCY has violated the Fair Employment Practices Act and had issued an order under Labor Code Section 1426 which has become final or has obtained an injunction under Labor Code Section 1429.

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(b) For willful violation of this Fair Employment Provision, STATE shall have the right to terminate the applicable Supplement either in whole or in part, and any loss or damage sustained by STATE in securing the goods or services thereunder shall be borne and paid for by AGENCY and by the surety under the performance bond, if any, and STATE may deduct from any moneys due or thereafter may become due to AGENCY, the difference between the price named in the Agreement and the actual cost thereof to STATE to cure AGENCY’s breach of the applicable Supplement.

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EXHIBIT B-3

ATTACHMENT B

NONDISCRIMINATION ASSURANCES
AGENCY HEREBY AGREES THAT, as a condition to receiving any federal financial assistance from the STATE, acting for the U.S. Department of Transportation, it will comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-42 U.S.C. 2000d-4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964” (hereinafter referred to as the REGULATIONS), the Federal-aid Highway Act of 1973, and other pertinent directives, to the end that in accordance with the ACT, REGULATIONS, and other pertinent directives, no person in the United States shall, on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which AGENCY receives federal financial assistance from the Federal Department of Transportation. AGENCY HEREBY GIVES ASSURANCE THAT AGENCY shall promptly take any measures necessary to effectuate the applicable Supplement. This assurance is required by subsection 21.7(a) (1) of the REGULATIONS.

More specifically, and without limiting the above general assurance, AGENCY hereby givesthe following specific assurances with respect to its federal-aid Program:

1. That AGENCY agrees that each “program” and each “facility” as defined in subsections 21.23 (e) and

21.23 (b) of the REGULATIONS, will be (with regard to a “program”) conducted, or will be (with regard to a “facility”) operated in compliance with all requirements imposed by, or pursuant to, the REGULATIONS.

2. That AGENCY shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the federal-aid Program and, in adapted form, in all proposals for negotiated agreements: AGENCY hereby notifies all bidders that it will affirmatively insure that in any agreement entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, national origin, religion, age, or disability in consideration for an award.

3. That AGENCY shall insert the clauses of Appendix A of this assurance in every agreement subject to the ACT and the REGULATIONS.

4. That the clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein.

5. That where AGENCY receives federal financial assistance to construct a facility, or part of a facility, the Assurance shall extend to the entire facility and facilities operated in connection therewith.

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6. That where AGENCY receives federal financial assistance in the form, or for the acquisition, of real property or an interest in real property, the Assurance shall extend to rights to space on, over, or under such property.

7. That AGENCY shall include the appropriate clauses set forth in Appendix C and D of this Assurance, as a covenant running with the land, in any future deeds, leases, permits, licenses, and similar agreements entered into by the AGENCY with other parties:

Appendix C;
(a) for the subsequent transfer of real property acquired or improved under the federal-aid Program; and Appendix D;
(b) for the construction or use of or access to space on, over, or under real property acquired, or improved under the federal-aid Program.

8. That this assurance obligates AGENCY for the period during which federal financial assistance is extended to the program, except where the federal financial assistance is to provide, or is in the form of, personal property or real property or interest therein, or structures, or improvements thereon, in which case the assurance obligates AGENCY or any transferee for the longer of the following periods:
(a) the period during which the property is used for a purpose for which the federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which AGENCY retains ownership or possession of the property.

9. That AGENCY shall provide for such methods of administration for the program as are found by the U.S. Secretary of Transportation, or the official to whom he delegatesspecific authority, to give reasonable guarantee that AGENCY, other recipients, sub-grantees, applicants, sub-applicants, transferees, successors in interest, and other participants of federal financial assistance under such program will comply with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the Agreement.

10. That AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter arising under the ACT, the REGULATIONS, and this Assurance.

11. AGENCY shall not discriminate on the basis of race, religion, age, disability, color, national origin or sex in the award and performance of any STATE assisted contract or in the administration on its DBE Program or the requirements of 49 CFR Part 26. AGENCY shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of STATE assisted contracts. The California Department of Transportation Disadvantaged Business Enterprise Program Implementation Agreement for Local Agencies is incorporated by reference in the applicable Supplement.

Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of the applicable Supplement. Upon notification to the recipient of its failure to carry out the Implementation Agreement, STATE may impose sanctions as provided for under 49 CFR Part 26 and Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and/or the Program Fraud Civil Remedies Act of 1985 (31 USC 3801 et seq.)
THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all federal grants, loans, agreements, property, discounts or other federal financial assistance extended after the date hereof to AGENCY by STATE, acting for the U.S. Department of Transportation, and is binding on AGENCY, other recipients, subgrantees, applicants, sub-applicants, transferees, successors in interest and other participants in the federal-aid Highway Program.

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APPENDIX A TO ATTACHMENT B
(Clauses to be inserted in every agreement subject to ACT and REGULATIONS) During the performance of the applicable Supplement, AGENCY, for itself, its assignees and successors in interest (hereinafter collectively referred to as AGENCY) agrees as follows:
(1) Compliance with Regulations: AGENCY shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of the applicable Supplement.
(2) Nondiscrimination: AGENCY, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment.

AGENCY shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the agreement covers a program set forth in Appendix B of the REGULATIONS.
(3) Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by AGENCY for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential subapplicant or supplier shall be notified by AGENCY of the AGENCY’s obligations under the applicable Supplement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.
(4) Information and Reports: AGENCY shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to AGENCY’s books, records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of AGENCY is in the exclusive possession of another who fails or refuses to furnish this information, AGENCY shall so certify to STATE or the FHWA as appropriate, and shall set forth what efforts AGENCY has made to obtain the information. (5) Sanctions for Noncompliance: In the event of AGENCY’s noncompliance with the nondiscrimination provisions of the applicable Supplement, STATE shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to AGENCY under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: AGENCY shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto.

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AGENCY shall take such action with respect to any sub-agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event AGENCY becomes involved in, or is threatened with, litigation with a subapplicant or supplier as a result of such direction, AGENCY may request STATE enter into such litigation to protect the interests of STATE, and, in addition, AGENCY may request the United States to enter into such litigation to protect the interests of the United States.

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APPENDIX B TO ATTACHMENT B
To be included as covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein) The following clauses shall be included in any and all deeds effecting or recording the transfer of PROJECT real property, structures or improvements thereon, or interest therein from the United States. (GRANTING CLAUSE)
NOW, THEREFORE, the U.S. Department of Transportation, as authorized by law, and upon the condition that AGENCY shall accept title to the lands and maintain the project constructed thereon, in accordance with Title 23, United States Code, the Regulations for the Administration of federal-aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and, also in accordance with and in compliance with the Regulations pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto AGENCY all the right, title, and interest of the U.S. Department of Transportation in, and to, said lands described in Exhibit “A” attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto AGENCY and its successors forever, subject, however, to the covenant, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on AGENCY, its successors arid assigns.

AGENCY, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, (1) that no person shall on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed (;) (and) * (2) that AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in federally-assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended (;) and
(3) that in the event of breach of any of the above-mentioned nondiscrimination conditions, the U.S.

Department of Transportation shall have a right to re-enter said lands and facilities on said land, and the above-described land and facilities shall thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this deed.* Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
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*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.

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APPENDIX C TO ATTACHMENT BTo be included for subsequent transfer of real property acquired or improved under federal-aid Program)
The following clauses shall be included in any and all deeds, licenses, leases, permits, or similar instruments entered into by AGENCY, pursuant to the provisions of Assurance 7(a) of Attachment I-2.

The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add ‘as covenant running with the land”) that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.), shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, U.S.

Department of Transportation, Subtitle A, Office of Secretary, Part 21, Nondiscrimination in federallyassisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
(Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the (license, lease, permit etc.) and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of AGENCY and its assigns. *Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.

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APPENDIX D TO ATTACHMENT B
Appendix D – (To be included for the construction or use of or access to space on, over, or under real property acquired or improved under the federal-aid Program) The following shall be included in all deeds, licenses, leases, permits, or similar agreements entered into by AGENCY, pursuant to the provisions of Assurance 7 (b) of Attachment I-2.

The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds, and leases add “as a covenant running with the land”) that:
(1) no person on the ground of race, color, sex, national origin, religion, age or disability, shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of said facilities;
(2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the ground of race, color, sex, national origin, religion, age or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (3) that the (grantee, licensee, lessee, permittee, etc.,) shall use the premises in compliance with the Regulations.
(Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the (license, lease, permit, etc.) and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of AGENCY, and its assigns. *Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.

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EXHIBIT B-3

ATTACHMENT C

STATE DEPARTMENT OF TRANSPORTATION REQUIREMENTS
Caltrans Non – Discrimination
A. In the performance of work undertaken pursuant to the applicable Supplement, AGENCY shall not, and shall affirmatively require that its contractors shall not, unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), medical condition (cancer), age, marital status, denial of family and medical care leave, and denial of pregnancy disability leave.

B. AGENCY shall ensure, and shall require that its contractors and all subcontractors and/or subrecipients shall ensure, that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. AGENCY shall comply, and ensure that its contractors and subcontractors and/or subrecipients shall comply, with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990 (af), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into the applicable Supplement by reference and made a part hereof as if set forth in full.

C. Each of AGENCY’s contractors, subcontractors, and/or subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other labor agreements. AGENCY shall include the non-discrimination and compliance provisions hereof in all contracts and subcontracts to perform work under the applicable Supplement.

D. AGENCY shall comply with the nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR Part 21, and 23 CFR Part 200 are made applicable to the applicable Supplement by this reference. Wherever the term “Contractor” appears therein, it shall mean AGENCY.

E. AGENCY shall permit, and shall require that its contractors, subcontractors, and subrecipients will permit, access to all records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission or any other agency of the State of California designated by STATE to investigate compliance with these nondiscrimination provisions.

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EXHIBIT B-4

ADDITIONAL TERMS AND CONDITIONS
(PREVAILING WAGE RATES, APPRENTICESHIPS, AND PAYROLL RECORDS

NON FEDERALLY FUNDED AGREEMENTS)
AGENCY’s contractor(s) and all subcontractors shall comply with applicable sections of the California Labor Code and regulations promulgated thereunder (including without limitation, Sections 1720 et seq. and Title 8 of the California Code of Regulations Sections 16000 et seq.) governing the payment of prevailing wages, as determined by the Director of the California Department of Industrial Relations, in regards to work performed and/or funded under this Agreement. In particular, AGENCY’s attention is drawn to Labor Code Sections 1771 (payment of prevailing wage rate), 1775 (penalty for non-payment), 1776 (payroll records), and 1777.5 (use of apprentices). AGENCY’s contractor(s) and all subcontractors, to the extent the work of such contractor(s) and subcontractors under this Agreement are subject to California Labor Code Section 1720 et seq., shall be registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 and shall furnish electronic certified payroll records directly to the Labor Commissioner through the internet portal of the Division of Labor Standards Enforcement. Per Master Funding Agreement Article 12.0, Records and 13.0 Audits, MTC reserves the right to request copies of the certified payroll records.

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EXHIBIT B-5

ADDITIONAL TERMS AND CONDITIONS
(PREVAILING WAGE RATES, APPRENTICESHIPS, AND PAYROLL RECORDS

FEDERALLY FUNDED AGREEMENTS)
The Additional Federal Clauses Applicable to Public Works included in Attachment A, attached hereto and incorporated herein by this reference, and the Davis-Bacon prevailing wages apply to work performed and/or funded under the applicable Supplement. AGENCY agrees that AGENCY will require its contractor(s) and all subcontractors will pay the higher of (i) the applicable wage set forth in Federal Wage Determinations, and (ii) the applicable California prevailing rate. Certified payroll records in the form set forth in the Public Works Payroll Reporting Form, as found at https://www.dol.gov/whd/forms/wh347.pdf, shall be prepared or collected from its contractor(s) and all subconsultant(s) on a weekly basis by the AGENCY. Per Master Funding Agreement Article 12.0, Records and 13.0 Audits, MTC reserves the right to request copies of the certified payroll records. MTC may withhold payment if the certified payrolls to be submitted by AGENCY pursuant to this Exhibit B5, Prevailing Wage Rates, Apprenticeships, and Payroll Records, are not current.

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EXHIBIT B-5

ATTACHMENT A

ADDITIONAL FEDERAL CLAUSES APPLICABLE TO PUBLIC WORKS

1. Buy America

2. Davis-Bacon Act

3. Contract Work Hours and Safety Standards Act

4. Copeland Anti-Kickback Act

5. Prompt Payment of Funds Withheld to Subcontractors
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1. Buy America Requirements
Buy America – Attention is directed to the “Buy America” requirements of the surface Transportation Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a), and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this project shall occur in the United States; with the exception that pig iron and processed, pelletized and reduced iron ore manufactured outside of the United States may be used in the domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the “Buy America” requirements. A Certificate of Compliance shall be furnished for steel and iron materials.

The certificates shall specifically certify that all manufacturing processes for the materials occurred in the United States, except for the above exceptions.

The requirements imposed on AGENCY by the law and regulations do not prevent a minimal use of foreign steel and iron materials if the total combined cost of the materials used does not exceed onetenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. The AGENCY or its contractor(s) shall furnish the Engineer acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporation the materials into the work.

Certification requirement for procurement of steel, iron, or manufactured products.

The AGENCY hereby certifies that all manufacturing process for steel and iron materials occurred in the United States, except for the above exceptions.

Signature:

Name and Title:

Company Name:

Date:

Docusign Envelope ID: 52EB7872-FDED-4007-8B18-B51AEB42E6E3 MTC/City of San Rafael
Master Funding Agreement

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San Rafael City CouncilJanuary 20, 2026

San Rafael City Council
January 20, 2026