____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 2.c
Meeting Date: May 18, 2026
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: City Manager
Prepared by: John Stefanski
Assistant City Manager
City Manager Approval: ______________
TOPIC: ORGANIZATIONAL CONFLICT OF INTEREST POLICY FOR DESIGN-BUILD
PROJECTS
SUBJECT: RESOLUTION ESTABLISHING ORGANIZATIONAL CONFLICT OF INTEREST
POLICY FOR DESIGN-BUILD PROJECTS
RECOMMENDATION:
Adopt the resolution establishing a Conflict-of-Interest Policy covering design-build projects.
BACKGROUND:
At the April 6, 2026, meeting, the City Council authorized staff to proceed with a Progressive DesignBuild project delivery approach for the Measure P-funded new library and community center at Albert Park.
There are three statutes in the California Public Contract Code (sections 22162(c), 22171.5, and 22185.2) that allow for design-build/progressive design-build project delivery methods. Each requires the City to establish an organizational conflict-of-interest policy. Such a policy governs the ability of consultants or contractors to participate as a design-build entity or join a design-build team. It sets the parameters by which they would be prohibited from participating.
ANALYSIS:
The proposed Organizational Conflict-of-Interest Policy (Attachment 2) establishes the parameters under which a firm would be prohibited from participating as a design-build entity or joining a design-build team on a City project. Specifically, a firm is prohibited from participating if it is currently under contract with the City to manage or administer the Project, is performing oversight of the design-build team on behalf of the City or another stakeholder, has a prior contract with the City that expressly excludes it from participation, or would otherwise violate Government Code section 1090 or other applicable conflict-ofinterest laws. The Policy will be incorporated by reference into all design-build or progressive designbuild project solicitation documents and contracts.
Disclosure obligations under the Policy are ongoing. Any firm responding to a solicitation must make full written disclosure of any known or potential conflict of interest at the time of proposal submission — SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
including conflicts involving proposed subconsultants and subcontractors — and must disclose all prior work performed in connection with the Project. Once a contract is awarded, the successful firm must continue to monitor and disclose any conflicts that arise during project execution. If a conflict is discovered post-award and the firm is found to have been aware of it prior to award, the City may terminate the contract for material breach. Resolution of all conflict-of-interest determinations rests solely with the City, which retains the discretion to evaluate proposed mitigation measures and decide whether a firm may continue in the procurement process. Council adoption of this Policy satisfies the Public Contract Code requirement for the new library & community center at Albert Park Project and will apply to all future City design-build and progressive design-build projects.
COMMUNITY OUTREACH:
On February 23, 2026, the Measure P Subcommittee received a presentation regarding the project delivery method for the new library and community center at Albert Park. On April 6, 2026, the City Council also received a similar presentation and authorized staff to proceed with the Progressive DesignBuild project delivery method.
FISCAL IMPACT:
There is no fiscal impact associated with the adoption of the conflict-of-interest policy.
OPTIONS:
The City Council has the following options to consider on this matter:
1. Approve the staff’s recommended action
2. Adopt resolution with modifications.
3. Direct staff to return with more information.
4. Take no action.
RECOMMENDED ACTION:
Adopt the resolution establishing a Conflict-of-Interest Policy covering design-build projects.
ATTACHMENTS:
1. Resolution
2. Exhibit A to the Resolution: Organizational Conflict of Interest Policy RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL ADOPTING AN
ORGANIZATIONAL CONFLICT OF INTEREST POLICY FOR DESIGN-BUILD PROJECTS WHEREAS, California Public Contract Code sections 22162(c), 22171.5, and 22185.2 authorize the use of design-build and progressive design-build project delivery methods and require the City to establish an organizational conflict-of-interest policy as a condition of using such delivery methods; and
WHEREAS, the proposed Organizational Conflict-of-Interest Policy establishes the parameters under which consultants or contractors would be prohibited from participating as a design-build entity or joining a design-build team on City projects, consistent with Government Code section 1090 and other applicable conflict-of-interest laws; and WHEREAS, adoption of the Policy will satisfy the requirements of the California Public Contract Code and apply to all City design-build and progressive design-build projects; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that the Organizational Conflict-of-Interest Policy for Design-Build Projects, attached hereto as Exhibit A and incorporated herein by reference, is hereby adopted.
I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 18th day of May 2026, by the following vote, to wit:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
_____________________
Lindsay Lara, City Clerk
EXHIBIT A
SAN RAFAEL
ORGANIZATIONAL CONFLICT-OF-INTEREST POLICY
COVERING DESIGN-BUILD PROJECTS
Purpose
The purpose of this organizational conflict-of-interest policy is to establish guidelines, consistent with applicable law and as required under California Public Contract Code sections 22162(c), 22171.5 and 22185.2, regarding the ability of consultants or contractors (collectively, “Firm”) to submit a proposal as a design-build entity, or to join a design build team, relating to progressive design-build projects or design-build projects (“Design-Build Project”) for the City of Rafael (“City”).
Policy
Firm will not be allowed to participate as a design-build entity or to join a design-build team if, without limitation, any of the following is true (each a “conflict-of-interest”):
• Firm is under contract with City to manage or administer the Design-Build Project; • Firm is under contract with any other entity or stakeholder to perform oversight of the design-build team for City on the Design-Build Project; • Firm has performed work on a previous contract with City that expressly excludes them from participating as a design-build entity or joining a design-build team on the Design-Build Project;
• Firm would violate Government Code section 1090, including, but not limited to, Government Code section 1097.6;
• Firm would violate any other applicable federal or state conflict-of-interest rules and regulations; or
• Firm has a conflict of interest not listed in this policy that City, in its sole discretion, determines exists.
Firm’s Obligations
Any Firm responding to a request for qualifications or request for proposals for a DesignBuild Project shall make a full written disclosure to City in the response documents regarding the facts and circumstances of a conflict-of-interest or a potential conflict-ofinterest and shall have a continuing obligation to do so during the Design-Build Project.
Firm shall also disclose all work previously performed in relation to the Design-Build Project. These required disclosures include those of the Firm’s proposed consultants and contractors.
Firm shall follow all applicable federal and state conflict-of-interest rules and regulations including, without limitation, the California Political Reform Act, California Government Code Section 1090, the federal Copeland “Anti-Kickback” Act and federal conflict-ofinterest rules set forth in any grant or loan agreements executed by the City. Federal conflict-of-interest rules and regulations shall only apply when the Design-Build Project receives federal funding.
Conflict-of-Interest Issues
Resolution of a conflict-of-interest issue is at the sole discretion of City. If a Firm determines that a conflict-of-interest or potential conflict-of-interest exists (including those of its proposed consultants and contractors), it must disclose this to City. The disclosure may or may not disqualify a Firm from being awarded a contract. Firm shall propose measures to avoid, neutralize, or mitigate each conflict-of-interest. City, in its sole discretion, shall determine whether the proposed measures are sufficient to overcome the conflict-of-interest and whether Firm may continue with the procurement process.
Once a contract is awarded, the successful Firm has an ongoing obligation to monitor and disclose any conflict-of-interest or potential conflict-of-interest (including those of its consultants and contractors). City has a right to ongoing enforcement of this policy. If a conflict-of-interest is discovered after award, Firm will make an immediate and full written disclosure to City that includes a description of the action that Firm has taken or proposes to take to avoid or mitigate such conflicts. If a conflict-of-interest is determined to exist and Firm was aware of the conflict-of-interest prior to award of the contract and did not disclose the conflict-of-interest, City may terminate the contract with Firm for material breach.
This policy shall be incorporated by reference into and included as part of all City DesignBuild Project requests for qualifications or requests for proposals, and all City DesignBuild Project contracts. This policy shall not constitute a limitation on the obligations of Firm in relation to any organizational conflict-of-interest.