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4.4 Iron Horse Trail Bridge at Dublin Boulevard - Amended and Restated Project Funding Agreements (No. A17-0091 and No. A19-0064) with Alameda County Transportation Commission
STAFF REPORT CITY COUNCIL Page 1 of 3 Agenda Item 4.4 DATE:May 18, 2021 TO:Honorable Mayor and City Councilmembers FROM:Linda Smith, City Manager SUBJECT:Iron Horse Trail Bridge at Dublin Boulevard - Amended and Restated Project Funding Agreements (No. A17-0091 and No. A19-0064) with Alameda County Transportation Commission Prepared by: William Wahbeh, Associate Civil Engineer EXECUTIVE SUMMARY: The City Council will consider approving the Amended and Restated Project Funding Agreements (No. A17-0091 and No. A19-0064) with Alameda County Transportation Commission for the Iron Horse Trail Bridge at Dublin Boulevard Project, CIP No. ST0118, extending the term of the agreements and making other minor modifications. STAFF RECOMMENDATION: Adopt the Resolution Approving the Amended and Restated Project Funding Agreements with Alameda County Transportation Commission for the Iron Horse Trail Bridge at Dublin Boulevard Project, CIP No. ST0118. FINANCIAL IMPACT: The project funding agreements included Measure BB and Transportation Fund for Clean Air funds totaling $6,901,419 for the Iron Horse Trail Bridge at Dublin Boulevard project, CIP No. ST0118 (Project). Agreement No. A17-0091 obligated funds in the amount of $1,294,000 for the preliminary engineering, environmental, and design phases, while Agreement No. A19-0064 obligated funds in the amount of $5,607,419 for the construction phase of the project. The amended and restated agreements do not change the funding amounts. Other funding sources for the Project include Measure B and BB Local Streets & Roads and Bike & Pedestrian Funds, Road Maintenance & Rehabilitation Act (SB-1), State Gas Tax, Transportation for Clean Air grant, Measure RR Safe Routes to BART (SR2B), and the Dublin Crossing Fund. There is no impact to the General Fund. DESCRIPTION: The Five-Year Capital Improvement Program (CIP) includes the Iron Horse Trail Bridge at Dublin 70 Page 2 of 3 Boulevard Project, CIP No. ST0118 (Attachment 6). The project will construct a pedestrian and bicycle bridge structure, support foundations, and graduated ramps facilitating connection to the existing at-grade trail on the north and south sides of Dublin Boulevard at the intersection of Scarlett Drive. The bridge ramps will also connect to Don Biddle Community Park, which is located on the north side of Dublin Boulevard adjacent to the Iron Horse Trail. The free-span bridge will be approximately 230 feet in length and provide a minimum of 17 feet of vertical clearance from the Dublin Boulevard road surface. The entire length of the project, including landings north and south of Dublin Boulevard, as well as the bridge span itself, is approximately 1,200 feet. The project will provide a safer and easier crossing for trail users and facilitate improved traffic flow along Dublin Boulevard by providing a grade-separated bridge crossing over Dublin Boulevard for pedestrians, bicyclists, and BART commuters. The terminus of the southeasterly side of the bridge crossing leads directly to the Dublin-Pleasanton BART Station. The project received two separate discretionary grants from the Alameda County Transportation Commission (ACTC). The first grant, $1,294,000 in Measure BB funds, is for the preliminary engineering, environmental, and design phase. The second grant, $5,607,419 in Measure BB funds and Transportation Fund for Clean Air funds, is for the construction phase. Each grant is subject to a funding agreement between ACTC and Dublin. The project location is adjacent to the Scarlett Drive Extension project, which is being designed and constructed as part of the Boulevard development project. The Scarlett Drive Extension has experienced unanticipated delays in both design and environmental permitting, causing the Iron Horse Trail Bridge Project design to progress slower than anticipated. Because of the unexpected delay, Staff submitted a request to ACTC to extend the terms of the project funding agreements. ACTC supports the extension of the funding agreements and has agreed to new expiration dates of December 31, 2021 for the first agreement, No. A17-0091, and December 31, 2024 for the second agreement, No. A19-0064. The extensions are integrated into amended and restated agreements (Attachments 2 and 3). In addition to extending the expiration dates, the amended and restated agreements also incorporate minor changes that update the agreements to match ACTC’s current agreement format and administrative requirements. The agreement revisions are minor in nature and do not have a material impact to the funding obligation or the administration of the agreements. Project final design is 95% complete and Staff anticipates construction beginning later this year after Kinder Morgan has relocated a petroleum pipeline that conflicts with the new Scarlett Road improvements and one of the bridge footings for this project. STRATEGIC PLAN INITIATIVE: None. 71 Page 3 of 3 NOTICING REQUIREMENTS/PUBLIC OUTREACH: A copy of this Staff Report has been provided to ACTC and the ACTC Citizen Watchdog Committee. The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Approving Amended and Restated Project Funding Agreements with Alameda County Transportation Commission for the Iron Horse Trail Bridge at Dublin Boulevard Project 2) Exhibit A to the Resolution – Amended and Restated Project Funding Agreement (No. A17- 0091) with Alameda County Transportation Commission for the Iron Horse Trail Bridge at Dublin Boulevard Project 3) Exhibit B to the Resolution – Amended and Restated Project Funding Agreement (No. A19- 0064) with Alameda County Transportation Commission for the Iron Horse Trail Bridge at Dublin Boulevard Project 4) Resolution No. 16-18 Approving a Project Funding Agreement with the Alameda County Transportation Commission 5) Resolution No. 23-20 Adopting a Supplemental Mitigated Negative Declaration and Approving A Project Funding Agreement with the Alameda County Transportation Commission for the Iron Horse Trail Bridge at Dublin Boulevard 6) CIP No. ST0118 72 Attachment 1 Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 1 of 2 RESOLUTION NO. XX - 21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AMENDED AND RESTATED PROJECT FUNDING AGREEMENTS WITH ALAMEDA COUNTY TRANSPORTATION COMMISSION FOR THE IRON HORSE TRAIL BRIDGE AT DUBLIN BOULEVARD PROJECT, CIP NO. ST0118 WHEREAS,on February 20, 2018, the City Council adopted Resolution No. 15-18, approving a new Capital Improvement Program Project, the Iron Horse Trail Bridge at Dublin Boulevard (Project) and approving a Consulting Services Agreement with Mark Thomas & Company, Inc. for the final design phase for the Project; and WHEREAS,on February 20, 2018, the City Council adopted Resolution, No. 16-18, approving a Project Funding Agreement No. A17-0091 with Alameda County Transportation Commission (ACTC) allocating $1,294,000 in Measure BB funding for the Project; and WHEREAS,on April 7, 2020, the City Council adopted Resolution No. 23-20 approving a Project Funding Agreement No. A19-0064 with ACTC allocating $5,607,419 in Measure BB and Transportation Fund for Clean Air funding for the Project; and WHEREAS, to receive this grant funding, a local match of $228,000 and $2,694,581 are required and adequate local funds are available to meet the requirements; and WHEREAS,the Project Funding Agreement No. A17-0091 allocated funds for the preliminary engineering, environmental, and final design (PS&E) phases of the Project; and WHEREAS, the Project Funding Agreement No. A19-0064 allocated funds for the construction phase of the Project; and WHEREAS,the Project has been planned to be constructed following the completion of the extension of Scarlett Drive southward to Dublin Boulevard; and WHEREAS,it has been determined that additional time is required for the PS&E and construction phases due to unanticipated delays in completing the Scarlett Drive extension project; and WHEREAS, the City of Dublin and Alameda County Transportation Commission desire to amend and restate the Project Funding Agreements No. A17-0019 and No. A19-0064 to extend the term of the agreements and to incorporate other non-substantive changes in form and administrative requirements. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Amended and Restated Project Funding Agreements with Alameda County Transportation Commission attached hereto as Exhibit A and Exhibit B. 73 Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 2 of 2 BE IT FURTHER RESOLVED that the City Council of the City of Dublin hereby authorizes the City Manager or designee to execute the Agreements, and make any necessary, non- substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 18th day of May 2021, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk 74 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 1 of 16 2021 PFA Version AMENDED AND RESTATED PROJECT FUNDING AGREEMENT between ALAMEDA COUNTY TRANSPORTATION COMMISSION and the CITY OF DUBLIN for the IRON HORSE TRAIL CROSSING AT DUBLIN BOULEVARD This Amended and Restated Project Funding Agreement (“AGREEMENT”), dated for reference purposes only as of March 15, 2021, is by and between ALAMEDA COUNTY TRANSPORTATION COMMISSION, a joint powers agency (“ALAMEDA CTC”), and the CITY OF DUBLIN, a public agency (“PROJECT SPONSOR”). This AGREEMENT obligates funds from one or more ALAMEDA CTC administered funding programs as indicated below, and as further specified in Appendix A: Project Control Information and Appendix B: Alameda CTC Administered Funds Obligated by this AGREEMENT, for the PROJECT, as such term is defined in Recital K below. ☐2000 Measure B ☒2014 Measure BB ☐Vehicle Registration Fee ☐Transportation Fund for Clean Air ☐CMA TIP RECITALS A.The voters of Alameda County, pursuant to the provisions of the Bay Area County Traffic and Transportation Funding Act, Public Utilities Code Section 131000, et seq., approved Measure B at the General Election held in November 1986, authorizing the collection of a one-half cent transaction and use tax over a fifteen (15)-year period to address major transportation needs and congestion in Alameda County and giving Alameda County Transportation Authority (“ACTA”) the responsibility for the administration of the proceeds of the tax. The proceeds from the 1986 Measure B tax have been and continue to be used to pay for investments as outlined in the 1986 Alameda County Transportation Expenditure Plan (“1986 TEP”), as it may be amended. Although collection of the 1986 Measure B tax ceased in 2002, capital projects funded wholly or in part by 1986 Measure B funds are still being delivered using these funds. B.The voters of Alameda County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, Public Utilities Code Section 180000, et seq., approved the reauthorization of Measure B at the General Election held on November 7, 2000, authorizing the collection of a one-half cent transaction and use tax to be collected for twenty (20) years beginning April 1, 2002 and giving Alameda County Transportation Improvement Authority (“ACTIA”) responsibility for the administration of the proceeds of the tax.. The proceeds from the 2000 Measure B tax have been and continue to be used to pay for investments as outlined in the 2000 Alameda County Transportation Expenditure Plan (“2000 TEP”), as it may be amended. Attachment 2 Exhibit A to the Resolution 75 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 2 of 16 2021 PFA Version C. The voters of Alameda County, pursuant to Section 65089.20 of the Government Code, approved Measure F, the Vehicle Registration Fee (“VRF”), authorizing Alameda County Congestion Management Agency (“ACCMA”) to administer the proceeds from a $10 per year vehicle registration fee on each annual motor-vehicle registration in Alameda County, starting with registrations effective July 2011 with collection beginning in May 2011, six months following approval of Measure F. Vehicles subject to the VRF include all motorized vehicles, including passenger cars, light-duty trucks, medium-duty trucks, heavy-duty trucks, buses of all sizes, motorcycles, and motorized camper homes, unless vehicles are expressly exempted from the payment of the VRF. D. By resolutions adopted by the ACTA and ACTIA Boards on June 24, 2010, all of ACTA’s functions and responsibilities were assigned to, and accepted by, ACTIA. On that same date, the ACTIA and ACCMA Boards took the final actions to create ALAMEDA CTC, a joint powers authority with all responsibilities of ACTIA and ACCMA. Pursuant to resolutions adopted by the ACTIA and ACCMA Boards and the Commission of ALAMEDA CTC, ACCMA and ACTIA were terminated as of the close of business on February 29, 2012, with ALAMEDA CTC designated as the successor entity. All of its predecessors’ functions and responsibilities have been assigned to, and accepted by, ALAMEDA CTC. E. The voters of Alameda County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, California Public Utilities Code Section 180000 et seq., approved Measure BB at the General Election held on November 4, 2014, authorizing the extension of an existing one-half of one percent transaction and use tax scheduled to terminate on March 31, 2022, and the augmentation of the tax by one-half of one percent, and giving ALAMEDA CTC responsibility for the administration of the proceeds of the 2014 Measure BB tax. The duration of the 2014 Measure BB tax will be 30 years from the initial year of collection, which began April 1, 2015, with said tax to terminate/expire on March 31, 2045. The proceeds from the 2014 Measure BB will be used to pay for investments as outlined in the 2014 Alameda County Transportation Expenditure Plan (“2014 TEP”), as it may be amended. F. As the Transportation Fund for Clean Air (“TFCA”) Program Manager in Alameda County, ALAMEDA CTC annually programs 40 percent of the TFCA funds collected in Alameda County. ALAMEDA CTC receives these funds from the Bay Area Air Quality Management District (“BAAQMD”), and then distributes these funds on a reimbursement basis to eligible project sponsors. G. ALAMEDA CTC is continuing the implementation of the CMA Exchange Program, originally established by the ACCMA, for the purpose of providing local or otherwise unrestricted funds to ALAMEDA CTC for use in projects and programs adopted into the CMA Transportation Improvement Program (“CMA TIP”) by ALAMEDA CTC. H. The funding programs administered by ALAMEDA CTC and available for projects and programs that benefit the Alameda County transportation system, consisting of 1986 Measure B, 2000 Measure B, 2014 Measure BB, VRF, TFCA, and CMA TIP, are collectively defined as and shall be referenced herein as the “ALAMEDA CTC ADMINISTERED FUNDS”. Requirements related to 2000 Measure B, VRF and 2014 Measure BB Direct Local Distribution (“DLD”) funding distributed pursuant to 2000 Measure B, VRF and 2014 Measure BB Transportation Expenditure Plans are covered by separate agreements between ALAMEDA CTC and DLD recipients. 76 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 3 of 16 2021 PFA Version I. Measure B, Measure BB, VRF, and TFCA funds obligated by this AGREEMENT shall be programmed, allocated, and expended for the purpose defined and in accordance with the provisions set forth in the applicable transportation expenditure plans, or the BAAQMD-approved TFCA County Program Manager Policies. J. ALAMEDA CTC programs and allocates ALAMEDA CTC ADMINISTERED FUNDS through the ALAMEDA CTC Comprehensive Investment Plan (“CIP”) that is updated periodically to summarize the programming and allocations of ALAMEDA CTC ADMINISTERED FUNDS, and the policies, procedures and requirements related to the expenditure of ALAMEDA CTC ADMINISTERED FUNDS. K. The PROJECT SPONSOR is implementing a project or program (“PROJECT”) that is eligible for ALAMEDA CTC ADMINISTERED FUNDS. The PROJECT and the strategy to implement the PROJECT are described in greater detail in Appendix A: Project Control Information. L. This AGREEMENT obligates funds from one or more of ALAMEDA CTC administered funding programs as specified in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement, for the PROJECT and the phase(s) described in Appendix A: Project Control Information. ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are available to reimburse eligible costs incurred by PROJECT SPONSOR for the PROJECT and the phase(s) described in Appendix A: Project Control Information. M. The issuance of bonds or another financing mechanism are possible funding options as part of ALAMEDA CTC administered funding programs to meet cash flow requirements of each individual program based on current schedule and project delivery information. N. ALAMEDA CTC and PROJECT SPONSOR previously entered into that certain Project Funding Agreement dated for reference purposes only as of April 27, 2017 (the “effective date”) governing the implementation of, and funding for, the PROJECT, as such Project Funding Agreement may have been subsequently amended by the parties (“CURRENT AGREEMENT”). ALAMEDA CTC has updated the requirements generally applicable to such Project Funding Agreements, and the parties have agreed to amend and restate the CURRENT AGREEMENT so as to incorporate these updated requirements, without affecting or amending (i) the effective date, the Agreement Expiration Date, or any allowable start date as set forth in the CURRENT AGREEMENT, or (ii) any of the funding commitments set forth in the CURRENT AGREEMENT. O. Notwithstanding anything to the contrary in Recital N above, the parties further wish to amend the CURRENT AGREEMENT to extend the CURRENT AGREEMENT's expiration date from December 31, 2020 to December 31, 2021, pursuant to that certain letter from PROJECT SPONSOR dated January 29, 2021. Pursuant to the Alameda CTC Contracting and Procurement Policies, no specific Commission approval is required for this one-time extension to the CURRENT AGREEMENT. NOW, THEREFORE, it is agreed by and between the parties that the CURRENT AGREEMENT is hereby amended and restated in its entirety as set forth in this AGREEMENT, and the parties agree as follows: 77 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 4 of 16 2021 PFA Version SECTION I PROJECT SPONSOR AGREES: 1. PROJECT SPONSOR shall implement the PROJECT in accordance with all requirements in this AGREEMENT and the following appendices attached hereto and incorporated herein by reference. a. Appendix A: Project Control Information b. Appendix B: Alameda CTC Administered Funds Obligated by this Agreement c. Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements d. Appendix D: Local Business Contract Equity Program e. Appendix E: Deliverables and Due Dates f. Appendix F: Project Performance Measures g. Appendix G: Transportation Fund for Clean Air Policies and Requirements 2. PROJECT SPONSOR shall perform the necessary work associated with the PROJECT required to implement PROJECT as described in Appendix A: Project Control Information. 3. PROJECT SPONSOR shall inform ALAMEDA CTC in writing of any changes to the information contained in Appendix A: Project Control Information as soon as PROJECT SPONSOR becomes aware of such changes. Per Section III.2, any change that requires an amendment to this AGREEMENT must be approved by ALAMEDA CTC prior to PROJECT SPONSOR implementing the change. 4. PROJECT SPONSOR shall commit to the timing of ALAMEDA CTC ADMINISTERED FUNDS as described in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement. 5. PROJECT SPONSOR shall expend ALAMEDA CTC ADMINISTERED FUNDS received under this AGREEMENT in accordance with all applicable provisions of law and shall return to ALAMEDA CTC all funds that are not expended in accordance with all applicable provisions of law. 6. PROJECT SPONSOR shall be responsible for costs in excess of the total funding obligations shown in Appendix A: Project Control Information. Costs in excess of the total funding obligations will not be reimbursed with ALAMEDA CTC ADMINISTERED FUNDS unless this AGREEMENT is amended in writing or the parties execute a separate agreement for a subsequent phase of the PROJECT. 7. PROJECT SPONSOR shall return to ALAMEDA CTC, on a pro-rated basis, funds realized from the sale of any vehicle(s) purchased with ALAMEDA CTC ADMINISTERED FUNDS, if the sale of the vehicle(s) is completed prior to the last day of the last year listed as the PROJECT’S “Years of Effectiveness” as identified in either Appendix A: Project Control Information or Appendix G: Transportation Fund for Clean Air Policies and Requirements, as applicable. The amount of sale proceeds required to be returned to ALAMEDA CTC shall be proportional to the percentage of ALAMEDA CTC ADMINISTERED FUNDS originally used to purchase the vehicle(s). 8. PROJECT SPONSOR staff costs for any local agency which receives DLD funding shall not be eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS allocated to the PROJECT unless staff costs are specifically identified as eligible in Appendix A: Project Control Information. Staff costs 78 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 5 of 16 2021 PFA Version included in Appendix A are limited to project implementation costs. Staff costs related to the administration of this AGREEMENT including preparation of requests for reimbursement or progress reports are ineligible for reimbursement. PROJECT SPONSOR staff costs funded by other sources can be included in the total cost for the purpose of meeting the cost and risk sharing provisions of this AGREEMENT. 9. PROJECT SPONSOR staff costs eligible for reimbursement may include the individual’s actual hourly wage plus a fringe benefit rate, as approved by a cognizant agency or an independent auditor, of up to a maximum of 70% of the hourly wage. Staff costs also may include direct costs including contracted services, such as legal counsel, that are considered an extension of the PROJECT SPONSOR’S staff. 10. PROJECT SPONSOR overhead, or "indirect," costs are not eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT, and shall not be included in the total eligible PROJECT cost calculations used to determine the ALAMEDA CTC ADMINISTERED FUNDS share of such total eligible PROJECT costs. 11. The cost of maintenance, security, or protection performed by PROJECT SPONSOR or third- party contractors during any temporary suspension of activities associated with the PROJECT will not be considered an eligible cost for reimbursement by ALAMEDA CTC. 12. PROJECT SPONSOR shall advertise, award and administer all professional services contracts for PROJECT work not performed by PROJECT SPONSOR. 13. PROJECT SPONSOR shall invite ALAMEDA CTC staff to participate as a voting member of PROJECT SPONSOR’s selection panel for the selection of all professional consultants, and furnish drafts of all professional services contracts, upon ALAMEDA CTC’s request. 14. All locally funded contracts approved by PROJECT SPONSOR, funded wholly or in part with Measure B, Measure BB, and/or Vehicle Registration Fee funds administered by ALAMEDA CTC, except for contracts that also include state and/or federal funds or contracts funding non-capital projects (e.g., transit operations), are required to comply with ALAMEDA CTC’s Local Business Contract Equity (LBCE) Program as listed and described in Appendix D: Local Business Contract Equity Program Requirements. PROJECT SPONSOR shall comply with the reporting requirements set forth in the LBCE Program and provide the required information to ALAMEDA CTC in accordance with Appendix D for all contracts partially or wholly funded by ALAMEDA CTC, whether or not the specific contract is subject to the LBCE Program. 15. PROJECT SPONSOR shall require insurance coverage that names ALAMEDA CTC, its governing body, officers, employees and consultants as additional insureds of the PROJECT SPONSOR, professional services consultants and subconsultants, construction services contractors and subcontractors, volunteer service individuals, and any other contractors or subcontractors involved with the PROJECT on all insurance required by PROJECT SPONSOR for PROJECT. PROJECT SPONSOR shall keep and maintain insurance certificates and policy endorsements evidencing the policies on file, and furnish the same to ALAMEDA CTC upon request. ALAMEDA CTC will not be responsible for any premiums or assessments on any policy. If this AGREEMENT includes any TFCA funds, PROJECT SPONSOR shall also comply with the insurance requirements specified in Appendix G: Transportation Fund for Clean Air Policies and Requirements. 79 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 6 of 16 2021 PFA Version 16. PROJECT SPONSOR shall provide ALAMEDA CTC with periodic (i.e., monthly, quarterly or semi-annually) progress reports describing the current status of the PROJECT. The required progress reporting frequency schedule and forms are provided in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements. Progress reports are due by the last day of each calendar month following the established reporting period in which the work was performed. These reports shall include PROJECT status information such as the scope of work completed to date, total costs incurred, future actions, project performance, issues identification, changes to scope or schedule, and any additional relevant information requested by ALAMEDA CTC. 17. PROJECT SPONSOR shall submit to ALAMEDA CTC a Request for Reimbursement in accordance with the minimum required invoicing frequency established for the PROJECT, but not more than one such request per month, for reimbursement of eligible PROJECT costs and expenses incurred by PROJECT SPONSOR. The required minimum invoicing frequency and invoice forms are provided in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements. If PROJECT SPONSOR does not incur any reimbursable expenses during the minimum invoicing period, in lieu of submitting an invoice, PROJECT SPONSOR shall submit a letter or a statement as part of the required progress report for the same period confirming that no reimbursable costs were incurred during the given period. If PROJECT SPONSOR requests reimbursement for costs incurred as a result of a contract or agreement with a third party that contains a contract value of $50,000 or greater, e.g. a consultant, contractor or other entity, PROJECT SPONSOR shall submit an electronic copy of the fully executed contract or agreement to ALAMEDA CTC prior to ALAMEDA CTC authorizing reimbursement of such costs. Supporting documentation for the Request for Reimbursement packages includes copies of invoices from vendors, consultants, or contractors and summaries of eligible PROJECT SPONSOR staff time charges. PROJECT SPONSOR may suggest an alternative method, subject to approval in advance by ALAMEDA CTC, to document staff costs charged to the PROJECT. 18. PROJECT SPONSOR shall provide a Parcel and Utility Agreement Tracking Log upon ALAMEDA CTC’s request, if the PROJECT includes the acquisition of right-of-way and/or the relocation or protection of utility facilities. 19. PROJECT SPONSOR shall keep all necessary PROJECT records to demonstrate compliance with this AGREEMENT, including documentation of activities, performance, progress reports, final report, expenses and charges to support invoices submitted to ALAMEDA CTC and other PROJECT reporting requirements as described in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements in one central location for a period of not less than five (5) years after the later of (i) ALAMEDA CTC’s payment of the final invoice, (ii) the PROJECT SPONSOR’S submittal of the Final Report for ALAMEDA CTC ADMINISTERED FUNDS under this AGREEMENT, and (iii) the end of the PROJECT’S established “Years of Effectiveness” period (as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements) if any TFCA funds are provided under this AGREEMENT. a. PROJECT SPONSOR and PROJECT SPONSOR’s contractors and subcontractors shall each maintain and make available for inspection and audit all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. 80 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 7 of 16 2021 PFA Version b. PROJECT SPONSOR shall allow ALAMEDA CTC or its authorized representatives to inspect, audit, or make copies of any PROJECT records for a period of five (5) years after ALAMEDA CTC’s payment of the final invoice and the PROJECT SPONSOR’S submittal of the Final Report. The same access also shall be granted to BAAQMD or its authorized representatives for TFCA funds obligated by this AGREEMENT. 20. PROJECT SPONSOR shall comply with all of the following publicity requirements to inform the public on the use of ALAMEDA CTC ADMINISTERED FUNDS on the PROJECT. a. PROJECT SPONSOR shall credit ALAMEDA CTC as a funding source and display the approved ALAMEDA CTC logo, where practical, on construction informational signs, vehicles or equipment operated or obtained as part of the PROJECT, and on any publicly distributed information (e.g., fact sheets, flyers, brochures, maps, schedules, websites, press releases), created for or associated with the PROJECT. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also credit the BAAQMD as a funding source and display the BAAQMD-approved TFCA logo. b. PROJECT SPONSOR shall provide updated and accurate PROJECT information on the PROJECT SPONSOR’s website, or create such a website if none exists, and provide a link to ALAMEDA CTC website. c. PROJECT SPONSOR shall publish an article in a printed or electronically distributed publication such as a newsletter, local newspaper, e-publications, or website highlighting the PROJECT and the use of ALAMEDA CTC ADMINISTERED FUNDS at least once per fiscal year. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also credit the BAAQMD as a funding source. d. PROJECT SPONSOR shall document compliance with the publicity requirements and furnish such documentation upon request, and regularly through the progress and final reporting required by this AGREEMENT, through evidence such as photos of construction and vehicle signage, copies of print, electronic and other media published to satisfy this requirement. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also document that the BAAQMD was credited as a funding source and the BAAQMD-approved TFCA logos were displayed. e. PROJECT SPONSOR shall notify ALAMEDA CTC and request an exemption as soon as it is reasonably known that the PROJECT SPONSOR is unable to fulfill the requirements under this Section I.20 due to extraordinary circumstances. 21. PROJECT SPONSOR shall, to the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), place in the public domain any software, written document, or other product developed with ALAMEDA CTC ADMINISTERED FUNDS received through this AGREEMENT. 81 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 8 of 16 2021 PFA Version 22. PROJECT SPONSOR shall participate, upon the request of ALAMEDA CTC, in a Public Awareness Program in partnership with ALAMEDA CTC and/or its community advisory committees as a means of informing the public of the benefits derived from the use of ALAMEDA CTC ADMINISTERED FUNDS. 23. PROJECT SPONSOR shall obtain all state, local and federal permits and approvals for work, including environmental approvals in accordance with the National Environment Policy Act (NEPA) and the California Environmental Quality Act (CEQA), as applicable. PROJECT SPONSOR will comply with all applicable state and federal laws and regulations. 24. PROJECT SPONSOR shall render a report or answer any and all inquiries, upon ALAMEDA CTC’s request, in regards to its receipt of ALAMEDA CTC ADMINISTERED FUNDS, compliance audit findings, and usage of ALAMEDA CTC ADMINISTERED FUNDS before the ALAMEDA CTC Commission, Independent Watchdog Committee, and/or community advisory committees, as applicable. 25. For TFCA funds obligated by this AGREEMENT, a PROJECT SPONSOR who has failed a BAAQMD financial or performance audit for the PROJECT will be excluded from receiving an award of any TFCA funds for five (5) years from the date of BAAQMD’s final audit determination. Existing TFCA funds already awarded to the SPONSOR will not be released until all audit recommendations and remedies have been satisfactorily implemented. A failed BAAQMD financial audit means a final audit report that includes an uncorrected audit finding that confirms an ineligible expenditure of TFCA funds. A failed BAAQMD performance audit means that the PROJECT was not implemented in accordance with the AGREEMENT. SPONSOR shall be afforded a reasonable amount of time to address/cure adverse audit findings. 26. For TFCA funds obligated by this AGREEMENT, PROJECT SPONSOR shall return to ALAMEDA CTC, on a pro-rated basis, TFCA funds received under this Agreement if PROJECT is not maintained and/or operated throughout, and at least until the conclusion of, its “Years of Effectiveness” as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements. 27. For TFCA funds obligated by this AGREEMENT, PROJECT SPONSOR shall submit a TFCA Final Report to the ALAMEDA CTC. The required content for the TFCA Final Report is identified in the TFCA Final Report Form referenced in Appendix G. SECTION II ALAMEDA CTC AGREES: 1. ALAMEDA CTC shall make a good faith effort to provide all ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. 2. ALAMEDA CTC shall assist PROJECT SPONSOR when able, upon request and as necessary, in resolving issues related to the PROJECT. 82 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 9 of 16 2021 PFA Version 3. ALAMEDA CTC shall provide a copy of its approved logo for PROJECT SPONSOR to use as required by this AGREEMENT. 4. ALAMEDA CTC shall provide notice to the PROJECT SPONSOR of any and all expenditures made by PROJECT SPONSOR, which are not in compliance with the AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS promptly after ALAMEDA CTC becomes aware of any such expenditures. 5. ALAMEDA CTC shall provide timely notice to PROJECT SPONSOR prior to conducting an audit of expenditures made by PROJECT SPONSOR to determine whether such expenditures are compliant with this AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS. SECTION III IT IS MUTUALLY AGREED AS FOLLOWS: 1. That ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT may be shifted between the phases of the PROJECT or between activities in the same phase of the PROJECT, so long as each of the following occurs: 1) PROJECT SPONSOR submits a written amendment request that provides revised and updated Appendix A: Project Control Information forms documenting the requested funding obligation shift and demonstrating to ALAMEDA CTC’s satisfaction that the phase or activity from which the funds were shifted remains fully funded, and 2) the parties execute an amendment to this AGREEMENT incorporating the revised and updated Appendix A forms as described above, which amendment shall be approved by ALAMEDA CTC pursuant to applicable ALAMEDA CTC policies. 2. ALAMEDA CTC and the PROJECT SPONSOR may jointly authorize an “Administrative Amendment” for any minor schedule revisions, deliverables, or budget revisions that do not increase the total ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. Any change in the PROJECT scope of work must be approved by ALAMEDA CTC prior to implementation of the change by the PROJECT SPONSOR. Administrative amendment requests sent to ALAMEDA CTC must include a revised Appendix A: Project Control Information which reflects the requested changes by the PROJECT SPONSOR. 3. For the purposes of this AGREEMENT, (i) a “Contract” shall mean and refer to a third party agreement with the PROJECT SPONSOR for services related to PROJECT, including agreements with another public agency, consultant firm, contractor or entity; (ii) “PROJECT SPONSOR Staff” costs include costs for staff dedicated directly to project implementation, management, oversight, and/or project development and may include direct costs including contracted services, such as legal counsel, that are considered an extension of PROJECT SPONSOR Staff; (iii) “Capital” with respect to any Right-of-Way Capital phase shall mean and refer to the cost to acquire real property, access rights and other property interests; and (iv) “Agreement Expiration Date” shall mean and refer to the expiration date of this AGREEMENT. 4. Reimbursable costs will be limited to the costs shown in Appendix A: Project Control Information. Funds expended for work directly related to the phases of the PROJECT covered by this AGREEMENT prior to the applicable allowable start date identified in Appendix B: ALAMEDA CTC ADMINISTERED FUNDS Obligated by this AGREEMENT are ineligible for reimbursement pursuant to this 83 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 10 of 16 2021 PFA Version AGREEMENT. ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are subject to fund availability and any new requirements and policies imposed by ALAMEDA CTC. The AGREEMENT shall be amended, as necessary, to reflect the applicable requirements. 5. If additional local, state or federal funding is obtained to partially offset ALAMEDA CTC ADMINISTERED FUNDS planned for the PROJECT, ALAMEDA CTC ADMINISTERED FUNDS will not be transferred from the PROJECT until after it is ensured that all phases of the PROJECT can be fully delivered. ALAMEDA CTC ADMINISTERED FUNDS offset by additional local, state or federal funding shall be available for PROJECT only after all other funding planned for PROJECT, as described in Appendix A: Project Control Information, has been committed and/or encumbered to the PROJECT. 6. Should any portion of PROJECT be financed with federal or state funds, all applicable laws, rules and policies relating to the use of such funds shall apply, notwithstanding other provisions of this AGREEMENT. 7. For TFCA funds obligated by this AGREEMENT, this AGREEMENT is subject to the current BAAQMD-approved TFCA County Program Manager Fund Policies included in Appendix G: Transportation Fund for Clean Air Policies and Requirements and any new requirements imposed by the BAAQMD upon ALAMEDA CTC with respect to the TFCA funds distributed hereunder. ALAMEDA CTC will only distribute TFCA funds under this AGREEMENT to the extent the documented project costs are eligible under the applicable BAAQMD TFCA Policies. 8. The laws of the State of California shall govern this AGREEMENT. 9. All correspondence and communications will contain ALAMEDA CTC project number and name for PROJECT in a clearly identifiable location. For projects with TFCA funds obligated by this AGREEMENT, all correspondence and communications will also contain the TFCA project number as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements. 10. ALAMEDA CTC reserves the right to conduct technical and financial audits of PROJECT work and records when determined to be necessary or appropriate and PROJECT SPONSOR agrees, and shall require its contractors and subcontractors to agree, to cooperate with ALAMEDA CTC by making all appropriate and relevant PROJECT records promptly available for audit and copying. 11. PROJECT costs incurred by PROJECT SPONSOR are only eligible for reimbursement on a pro- rated basis unless specifically provided for in Appendix A: Project Control Information, and PROJECT SPONSOR is expected to concurrently seek reimbursement from the other sources shown in Project A: Project Control Information. Pro-rated basis, as used herein, equals the amount of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT to a phase, divided by the total funding for the phase, as shown in Appendix A: Project Control Information. For any Request for Reimbursement which includes such expenditures, PROJECT SPONSOR shall (i) report the total expenditures during the reimbursement period, (ii) indicate the percentage of the total expenditures for the phase expected to be funded by ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT, and (iii) request reimbursement for the dollar amount which equals the product of such total expenditures and such percentage. 84 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 11 of 16 2021 PFA Version 12. ALAMEDA CTC approval of PROJECT SPONSOR submitted Requests for Reimbursement will be contingent on the submittal of progress reports and deliverables by PROJECT SPONSOR as required by this AGREEMENT. In the event that progress reports and deliverables are not complete and current, approval of Requests for Reimbursement shall be withheld until an acceptable remedy has been implemented and approved by ALAMEDA CTC. If PROJECT SPONSOR fails to submit the required deliverables or otherwise fails to meet the reporting and invoicing requirements of this AGREEMENT, ALAMEDA CTC may deobligate funds from the PROJECT and this AGREEMENT. Not less than thirty (30) days prior to the effective date of any such action, ALAMEDA CTC will endeavor to notify PROJECT SPONSOR in writing that the required deliverables, invoicing and reporting is overdue. 13. Request for Reimbursements submitted after the Agreement Expiration Date identified in Appendix B: Alameda CTC Administered Funds Obligated by this AGREEMENT will be ineligible for reimbursement by ALAMEDA CTC unless an exception is requested by the PROJECT SPONSOR no less than sixty (60) days before the Agreement Expiration Date, and the exception is approved by ALAMEDA CTC. ALAMEDA CTC will deobligate any remaining ALAMEDA CTC ADMINISTERED FUNDS from PROJECT and this AGREEMENT. 14. Each Right-of-Way transaction which is funded either wholly or in part with ALAMEDA CTC ADMINISTERED FUNDS shall be subject to repayment or reimbursement to ALAMEDA CTC under ALAMEDA CTC Policies in effect as of the effective date of this AGREEMENT, irrespective of the party holding title to the real estate which is the subject of the Right-of-Way transaction in question. The parties agree that Section III.16(a) through Section III.16(f), the provisions of which are intended to provide further detail regarding the application of such Policies, shall govern the extent to which such repayment is required and the conditions applicable to any such repayment. If such Policies are amended after the effective date of this AGREEMENT by ALAMEDA CTC, the PROJECT SPONSOR and ALAMEDA CTC shall execute an amendment to this AGREEMENT which references the revised Policies. 15. For the purposes of the following provisions, “ALAMEDA CTC Share” shall mean the percentage share of the original property purchase price funded by ALAMEDA CTC ADMINISTERED FUNDS (i.e., if the purchase was fully funded by ALAMEDA CTC ADMINISTERED FUNDS, ALAMEDA CTC Share shall equal 100%); any appraisal required under Section III.16(a) and Section III.16(f) only, shall be conducted at no cost to ALAMEDA CTC; “Fair Market Value” of a given property shall mean the net proceeds from the sale of such property if such sale occurs in an open market transaction or by auction, or the value of the property determined by an independent third-party appraisal of the property if some or all of the property is retained by PROJECT SPONSOR or otherwise transferred to any other party without an auction or open market transaction; and “CPI” means the Consumer Price Index, All Items for All Urban Consumers, San Francisco- Oakland, San Jose, CA. a. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition, and the PROJECT is cancelled or otherwise does not begin construction within five (5) years after the effective date of AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then PROJECT SPONSOR shall, within one (1) year after such cancellation decision or the expiration of such five (5) year period, reimburse ALAMEDA CTC for the greater of the following: ALAMEDA CTC Share of the property’s Fair Market Value or the full amount of ALAMEDA 85 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 12 of 16 2021 PFA Version CTC ADMINISTERED FUNDS used to acquire the property, as escalated by the increase in the CPI during the most recent period for which CPI data is available which is equal in length to the period between the date ALAMEDA CTC ADMINISTERED FUNDS were paid to PROJECT SPONSOR and the date reimbursement is made to ALAMEDA CTC. b. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition and only a portion of the acquired property is required for the PROJECT, and if the PROJECT begins construction within five (5) years after the effective date of this AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then PROJECT SPONSOR shall, within one (1) year after PROJECT completion, reimburse ALAMEDA CTC for ALAMEDA CTC Share of the Fair Market Value of any property determined to be “excess property”. c. If the PROJECT begins construction within five (5) years after the effective date of this AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then except as provided in subparagraph (d) below, no reimbursement is due with respect to any property interest acquired for the project using ALAMEDA CTC ADMINISTERED FUNDS if the entirety of the acquired property is required for the PROJECT. d. If PROJECT SPONSOR anticipates receiving net revenues (i.e., rental or other income generated by the property, less reasonable costs for insurance, maintenance and related items) from any property acquired using ALAMEDA CTC ADMINISTERED FUNDS, PROJECT SPONSOR shall notify ALAMEDA CTC on how PROJECT SPONSOR will use such revenue to offset other project costs, and document such revenue separately in project reimbursement requests. e. If PROJECT is suspended, PROJECT SPONSOR shall pay all property management costs. f. Property that is required for the PROJECT and acquired wholly or in part with ALAMEDA CTC ADMINISTERED FUNDS shall be available for PROJECT construction within ten (10) years of ALAMEDA CTC reimbursement to the PROJECT SPONSOR. If, after ten (10) years, PROJECT has not been completed, PROJECT SPONSOR shall reimburse ALAMEDA CTC Share of the fair market value of the property, based on the net proceeds from the sale of the property or an appraisal of the property conducted at no cost to ALAMEDA CTC, within one (1) year after the expiration of this ten (10) year period. 16. If condemnation procedures are required to obtain possession to Right-of-Way, ALAMEDA CTC will consider the required deposit as an eligible cost and reimburse the PROJECT SPONSOR upon request. PROJECT SPONSOR shall submit documentation of the final order of condemnation settlement within ninety (90) days after the date of the court recording of the final order of condemnation. If the amount of ALAMEDA CTC reimbursement to the PROJECT SPONSOR is higher than ALAMEDA CTC Share of the amount of settlement in the final order of condemnation, the PROJECT SPONSOR shall pay ALAMEDA CTC the difference between the amount reimbursed and ALAMEDA CTC Share of the amount settled plus ALAMEDA CTC Share of the interest accrued to the deposit account within one (1) year of the final order of condemnation. 86 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 13 of 16 2021 PFA Version 17. PROJECT SPONSOR shall not initiate condemnation of any property until full funding for the construction of the PROJECT has been secured. 18. Reimbursement to PROJECT SPONSOR by ALAMEDA CTC for PROJECT Right-of-Way is limited to the following (and net of any relocation payments provided by other sources): a. The cost to purchase all real property required for the PROJECT free and clear of liens and/or conflicting easements, including the costs for preparation of documents, negotiations and legal services. b. The cost of damages to owners of the remainder of real property not actually taken but injuriously affected by PROJECT. c. The cost of relocation payments and services provided to owners and occupants pursuant to the appropriate State laws and regulations when the PROJECT displaces an individual, family, business, farm operation or nonprofit organization. d. The cost of demolition and/or the sale of all improvements on the right-of-way. Proceeds from the sale of any such improvements shall be credited to the PROJECT and used to offset PROJECT costs. e. The cost of all unavoidable utility relocation, protection or removal necessary for the completion of the PROJECT. f. The cost of all necessary hazardous material and hazardous waste treatment, encapsulation or removal and protective storage for which PROJECT SPONSOR accepts responsibility and where the actual generator cannot be identified and recovery made. 19. If PROJECT SPONSOR materially breaches this AGREEMENT, including but not limited to failing to deliver the PROJECT within the schedule defined by this AGREEMENT without compelling reason, failing to file required progress reports in the time specified by this AGREEMENT, or failing to comply with applicable regulations, ALAMEDA CTC may either terminate this AGREEMENT or suspend payments to PROJECT SPONSOR until such time as PROJECT SPONSOR makes reasonable efforts to comply with this AGREEMENT. 20. Neither ALAMEDA CTC, nor its governing body or any officer, consultant, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with the PROJECT. It is also understood and agreed, pursuant to Government Code Section 895.4, PROJECT SPONSOR shall fully defend, protect, indemnify and hold harmless ALAMEDA CTC, its governing body, and all its officers, employees, agents, representatives, and successors-in- interest, against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT, including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT. If TFCA funds are obligated by this AGREEMENT, PROJECT SPONSOR shall also fully defend, protect, indemnify and hold harmless BAAQMD, 87 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 14 of 16 2021 PFA Version its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, from any liability imposed on BAAQMD for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT. 21. Neither PROJECT SPONSOR, nor its governing body or any officer, consultant, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by ALAMEDA CTC under or in connection with any work, authority or jurisdiction delegated to ALAMEDA CTC under this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, ALAMEDA CTC shall fully defend, protect, indemnify and hold harmless PROJECT SPONSOR, its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by ALAMEDA CTC in connection with PROJECT, including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT. 22. Nothing in the provisions of this AGREEMENT is intended to create duties or obligations to or rights in third parties not party to this AGREEMENT. This AGREEMENT gives no rights or benefits to anyone other than ALAMEDA CTC and PROJECT SPONSOR and has no third-party beneficiaries. 23. All legal actions by either party against the other arising from this AGREEMENT, or for the failure to perform in accordance with the applicable standard of care, or for any other cause of action, will be subject to the statutes of limitations of the State of California. 24. Should it become necessary to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to recover reasonable expenses and attorney’s fees from the other party. 25. This AGREEMENT shall terminate upon the Agreement Expiration Date identified in Appendix B: Funds Obligated by this AGREEMENT unless this AGREEMENT is extended by mutual agreement of the parties. Notwithstanding the foregoing, Sections I.7, I.19, III.21 and III.22 shall survive the termination or expiration of this AGREEMENT. 26. This AGREEMENT, including its Recitals and Appendices, constitutes the entire AGREEMENT. This AGREEMENT may be changed only as allowed in Sections III.1 and Section III.2 of this AGREEMENT or by a written amendment executed by both parties. [Signatures on the next page] 88 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 15 of 16 2021 PFA Version CITY OF DUBLIN (PROJECT SPONSOR) ALAMEDA COUNTY TRANSPORTATION COMMISSION (ALAMEDA CTC) By: By: Linda Smith Date City Manager Tess Lengyel Date Executive Director Recommended By: Gary Huisingh Date Deputy Executive Director of Capital Projects Reviewed as to Budget/Financial Controls: By: Patricia Reavey Date Deputy Executive Director of Finance and Administration Approved as to Legal Form: Approved as to Legal Form: By: By: John Bakker Date Legal Counsel to CITY OF DUBLIN Wendel Rosen LLP Date Legal Counsel to ALAMEDA CTC 89 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Page 16 of 16 2021 PFA Version LIST OF APPENDICES APPENDIX A: PROJECT CONTROL INFORMATION Appendix A-1 Project Description Appendix A-2 Project Scope Detail by Phase Appendix A-3 Project Milestone Schedule Appendix A-4 Project Cost Estimate Summary by Phase and Fund Source Appendix A-5 Project Funding Summary by Phase and Reimbursement Ratio Appendix A-6 Project Phase Cost Detail APPENDIX B: ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT APPENDIX C: ALAMEDA CTC REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS APPENDIX D: LOCAL BUSINESS CONTRACT EQUITY PROGRAM REQUIREMENTS APPENDIX E: DELIVERABLES AND DUE DATES APPENDIX F: PROJECT PERFORMANCE MEASURES APPENDIX G: TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS Appendix G-1 TFCA Project Number and “Years of Effectiveness” Appendix G-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix G-3 Minimum required insurance for TFCA-funded projects Appendix G-4 Reporting Forms to BAAQMD for TFCA-funded projects Note: Appendix G is only included and attached to this AGREEMENT if TFCA funds are obligated and applicable to AGREEMENT. 90 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 1 APPENDIX A PROJECT CONTROL INFORMATION Appendix Index Appendix A-1 Project Description Appendix A-2 Project Scope Detail by Phase Appendix A-3 Project Milestone Schedule Appendix A-4 Project Cost Estimate Summary by Phase and Fund Source Appendix A-5 Project Funding Summary by Phase and Reimbursement Ratio Appendix A-6 Project Phase Cost Detail 91 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 2 APPENDIX A-1 PROJECT DESCRIPTION Project Description: This project will build a bicycle and pedestrian bridge over Dublin Boulevard in order to connect two segments of the Iron Horse Trail. This bridge will create a total separation between cars and buses with bicyclists and pedestrians. This will eliminate the possibility of motorized vehicles and pedestrians having a collision, making this segment of the road safer for all users. This bridge will also be aesthetically pleasing in order to attract users and improve the user's experience. The bridge will also connect BART to Dublin in a safe manner, encouraging recreational users of the Iron Horse Trail and the opening of local businesses to promote Dublin's economy. This safe and fast route of crossing the Iron Horse Trail will promote walking and bicycling for both recreational and commuting purposes in Dublin, encouraging the shift from motorized vehicles to alternative forms of transportation. Project Map Project Limit • Bicycle and pedestrian bridge over Dublin Boulevard in order to connect two segments of the Iron Horse Trail. 92 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 3 APPENDIX A-2 PROJECT SCOPE DETAIL BY PHASE The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below: PRELIMINARY ENGINEERING/ENVIRONMENTAL • Includes preliminary engineering/environmental activities associated with the project development and applicable environmental clearance(s) for the Iron Horse Trail Crossing Project. FINAL DESIGN (PS&E) • Includes review and approval of design criteria, concepts, and other parameters leading to the construction of the Project. 93 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 4 APPENDIX A-3 PROJECT MILESTONE SCHEDULE Phase/Milestone Begin (Mo/Yr) End (Mo/Yr) Scoping 11/2017 12/2019 Preliminary Engineering/Environmental Studies 9/2019 05/2020 CEQA Approval 9/2019 05/2020 NEPA Approval NA NA Final Design (Plans, Specifications and Estimate (PS&E)) 06/2018 06/2021 Right-of-Way Acquisition NA NA Right of Way Certification 06/2019 09/2020 Construction 06/2021 12/2022 Release Request for Proposal / Advertisement 06/2021 07/2021 Contract Award 08/2021 09/2021 Project Closeout 12/2022 12/2022 94 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 5 APPENDIX A-4 PROJECT COST SUMMARY BY PHASE AND FUND SOURCE This Project Cost Summary provides a project funding plan for all Project phases, regardless if funded through ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. PHASE Alameda CTC Administered Funds Sponsor Funds Total Funding 2014 Measure BB TEP-42 TFCA CPM 2019/20 BART SR2B Gas Tax Sales Tax Road M&R Developer Funds Preliminary Engineering / Enviro. Studies $166,000 $ $ $ $ $30,000 $ $196,000 Final Design (PS&E) $1,128,000 $ $ $ $ $198,000 $ $1,326,000 Construction $4,751,000 $856,419 $1,500,000 $445,040 $787,980 $742,000 $1,000,000 $10,082,439 Total Project Cost $6,045,000 $856,419 $1,500,000 $445,040 $787,980 $970,000 $1,000,000 $11,604,439 95 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 6 APPENDIX A-5 PROJECT FUNDING SUMMARY BY PHASE AND REIMBURSEMENT RATIO (Only Phases Funded with Alameda CTC Administered Funds) The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below: PROJECT FUNDING SUMMARY BY PHASE AND REIMBURSEMENT RATIO PHASE Alameda CTC Administered Funds Matching Funds Total Funding Reimbursement Ratio Percentage 2014 Measure BB TEP-42 Preliminary Engineering / Enviro. Studies $166,000 $30,000 $196,000 84.69% Final Design (PS&E) $1,128,000 $198,000 $1,326,000 85.07% Total Funding $1,294,000 $228,000 $1,522,000 Notes: • PROJECT SPONSOR shall be reimbursed eligible costs in the percentage of Total ALAMEDA CTC ADMINISTERED FUNDS to Total Funding per the Reimbursement Ratio Percentage for each phase. Each Alameda CTC Administered Fund amount identified is a not-to-exceed amount. The Reimbursement Ratio is defined as ALAMEDA CTC ADMINISTERED FUNDS divided by the Total Funding. 96 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix A – Page 7 APPENDIX A-6 PROJECT PHASE COST DETAIL This Project Phase Cost Detail summarizes the total cost for each phase with ALAMEDA CTC ADMINISTERED FUNDS obligated in this AGREEMENT. PROJECT PHASE COST DETAIL PRELIMINARY ENGINEERING/ ENVIROMENTAL 2014 Measure BB TEP-42 Other Local Total Cost SPONSOR STAFF COSTS Sub-total Sponsor Staff Cost $ - $ 30,000 $ 30,000 CONTRACT COSTS Various Contracts $ 166,000 $ - $ 166,000 Sub-total Contract Cost $ 166,000 $ - $ 166,000 Total Phase Cost (Staff + Contract Costs) $ 166,000 $ 30,000 $ 196,000 PROJECT PHASE COST DETAIL FINAL DESIGN (PS&E) 2014 Measure BB TEP-42 Other Local Total Cost SPONSOR STAFF COSTS Sub-total Sponsor Staff Cost $ - $ 60,000 $ 60,000 CONTRACT COSTS Various Contract $ 1,128,000 $ 138,000 $ 1,266,000 Sub-total Contract Cost $ 1,128,000 $ 138,000 $ 1,266,000 Total Phase Cost (Staff + Contract Costs) $ 1,128,000 $ 198,000 $ 1,326,000 Notes: • Contracts funded with any combination of Measure B, Measure BB, Vehicle Registration Fee and local funds that do not contain State or federal funds are subject to Alameda CTC’s Local Business Contract Equity Program (refer to Appendix D). 97 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix B - Page 1 APPENDIX B ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT The following Table B-1 identifies the ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT and establishes a unique allowable start date for each obligated fund source. TABLE B-1 FUNDS OBLIGATED BY THIS AGREEMENT AND ALLOWABLE START AND EXPENDITURE DEADLINE DATES Fund Source Fund Subset Phase Commission Approval Date Allowable Start Date Expenditure Deadline Date Obligated Amount 2014 MBB TEP-42 PE/Env 4/27/17 7/1/17 The Agreement Expiration Date serves as the expenditure deadline date. $166,000 2014 MBB TEP-42 Final Design (PS&E) 4/27/17 7/1/18 $1,128,000 Total Alameda CTC Administered Funds Obligated by AGREEMENT: $1,294,000 Previously Approved Expiration Date: December 31, 2020 Revised Agreement Expiration Date: December 31, 2021 Notes: 1. ALAMEDA CTC reimbursement amounts by fund source for PROJECT shall not exceed the total amount obligated by this AGREEMENT, by fund source. 2. The Commission Approval Date is the date of the meeting at which the Commission approved the allocation. 3. The Allowable Start Date identified for each fund source is the earliest date at which costs eligible for reimbursement by the fund source indicated may be incurred. Any costs incurred on the PROJECT before this date will not be eligible for reimbursement under this AGREEMENT. 4. The Expenditure Deadline Date is the last date by which eligible reimbursable costs may be incurred. Any costs incurred on the PROJECT after this date will not be eligible for reimbursement under this AGREEMENT. 5. The Agreement Expiration Date shall mean and refer to the expiration date of this AGREEMENT. 6. For TFCA funds obligated by this agreement, the Expenditure Deadline Date in the above table is two (2) years from the date when ALAMEDA CTC first received funds from BAAQMD, unless an extended deadline is approved at the time of programming or an extension has been approved by the ALAMEDA CTC. An estimated deadline date is noted in the above table if at the time of this agreement the Alameda CTC has yet to receive funds from BAAQMD. Extended deadlines will be reflected in an amended Table B-1, once approved. 7. For TFCA funds obligated by this agreement, the Commission may approve up to two one-year extensions to the Expenditure Deadline Date. Any additional extensions require approval from both ALAMEDA CTC and BAAQMD. 98 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix B - Page 2 APPENDIX B (CONT.) Reimbursement of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT shall be in accordance with the Drawdown Limitation Schedule below. TABLE B-2 ALAMEDA CTC ADMINISTERED FUNDS REIMBURSEMENT - DRAWDOWN LIMITATION SCHEDULE No. Fiscal Year Quarter Fund Source Drawdown Limitation Amount Cumulative Drawdown Limitation Amount 1 FY 17/18 Any 2014 MBB $ 166,000 $ 166,000 2 FY 18/19 Any 2014 MBB $ 564,000 $ 730,000 3 FY 19/20 Any 2014 MBB $ 300,000 $ 1,094,000 4 FY 20/21 Any 2014 MBB $ 200,000 $ 1,294,000 Notes: 1. Fiscal Year (FY) begins July 1 and ends June 30. 2. Quarter 1 begins July 1 and ends September 30; Quarter 2 begins October 1 and ends December 31; Quarter 3 begins January 1 and ends March 31; and Quarter 4 begins April 1 and ends June 30. 3. ALAMEDA CTC shall endeavor to transmit payments to PROJECT SPONSOR following the receipt and approval of a complete Request for Reimbursement(s) submitted by the PROJECT SPONSOR. 4. Actual reimbursements from ALAMEDA CTC to the PROJECT SPONSOR shall not exceed the Cumulative Drawdown Limitation Amount without Alameda CTC’s written approval. Any portion of a reimbursement request, which exceeds the applicable Cumulative Drawdown Limitation without such prior approval by ALAMEDA CTC shall be deferred until the following quarter or until sufficient capacity in the cumulative drawdown limitation amount is achieved. 99 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix C – Page 1 APPENDIX C REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS The below table establishes the required minimum frequency for Requests for Reimbursement and Progress Reports. Requests for Reimbursements and Progress Reports are required either monthly, quarterly, or semi-annually, as indicated below with an “X”. REQUEST FOR REIMBURSEMENT AND PROGRESS REPORTING FREQUENCY AND DUE DATES Frequency Required (as checked) Minimum Frequency Period Covered Due Dates ☐ Monthly (once every month) One month By 30 days following the end of billed activity ☐ Quarterly (once every 3 months) Quarter 1: 7/1– 9/30 Quarter 2: 10/1 – 12/31 Quarter 3: 1/1– 3/31 Quarter 4: 4/1– 6/30 By October 31st By January 31st By April 30th By July 31st ☒ Semi-annually (once every 6 months) Quarters 1 & 2: 7/1 – 12/31 Quarters 3 & 4: 1/1 – 6/30 By January 31st By July 31st ☐ Annually (TFCA Annual Report) Fiscal Year: 7/1 – 6/30 By July 31st ☒ Final Request for Reimbursement Any work period eligible under Appendix B. Must be submitted prior to the Agreement Expiration Date Notes: 1. For all projects, the maximum frequency for Requests for Reimbursement is one (1) per month. 2. If no costs were incurred during the reporting period, a progress report for the corresponding period is still required. 3. TFCA funding requires annual reporting to BAAQMD in addition to the minimum required frequency for Alameda CTC progress reports and invoices. 4. Requests for Reimbursement must be submitted prior to the Agreement Expiration Date in order to be eligible for reimbursement. REQUEST FOR REIMBURSEMENT AND REPORTING FORMS Any PROJECT SPONSOR awarded ALAMEDA CTC Administered Funds shall use the following forms included in the link below for progress reporting, final reporting, request for reimbursements, and requests for amendments to this funding agreement. Note that the format and required content of these forms is subject to change. List of Downloadable Forms: https://www.alamedactc.org/funding/reporting-and-grant-forms/ 1. Request for Reimbursement (RFR) Form 2. Alameda CTC Progress Report Form 3. Alameda CTC Final Report Form 4. Transportation Fund for Clean Air Program Reporting Forms (Interim and Final Report) 5. Amendment Request Form 100 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix D – Page 1 APPENDIX D LOCAL BUSINESS CONTRACT EQUITY PROGRAM REQUIREMENTS As noted in Section I.14, PROJECT SPONSOR is obligated to comply with all applicable provisions of the Alameda CTC Local Business Contract Equity (LBCE) Program, incorporated herein by reference as if attached hereto. LBCE Program Substitution: The LBCE Program allows substitution of Alameda CTC’s program if a sponsor agency’s local preference program has been approved in writing by the Alameda CTC’s LBCE Liaison Officer. This approval letter from Alameda CTC shall be attached as part of Appendix D. The following resources are available to guide Project Sponsors through the LBCE Program requirements for procurement and contracting processes: • Sample template language for professional and construction services is available from ALAMEDA CTC’s website: https://www.alamedactc.org/get-involved/contract-equity • Prime and Subconsultant/Subcontractor Local Business Enterprise, Small Local Business Enterprise and Very Small Local Business Enterprise Utilization Form: https://www.alamedactc.org/get- involved/contracting-forms/ • The LBCE Program Guidelines, available at the above link, includes a Project Sponsor Responsibility Checklist. Appendix B of the LBCE Program Guidelines identifies the Responsibilities of Sponsor Agencies. • Direct inquiries about the LBCE Program to ALAMEDA CTC’s LBCE Liaison Officer: Seung Cho Director of Procurement and Information Technology Alameda County Transportation Commission Email: scho@alamedactc.org Phone: (510) 208-7472 101 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix E - Page 1 APPENDIX E DELIVERABLES AND DUE DATES Project Deliverables and Due Dates: The Deliverables and Due Dates table below shows deliverables and due dates, if any, for the phases listed in Appendix A-2 Project Phase Descriptions that contain ALAMEDA CTC ADMINISTERED FUNDS. Deliverables and Due Dates No. Description Due Date to Alameda CTC 1 Progress Report No. 1 (July-December, 2017) January 31, 2018 2 Copy of City resolution to award consultant work (PE/Env) January 31, 2018 3 Progress Report No. 1 (January-June, 2018) July 31, 2018 4 Progress Report No. 3 (July- December, 2018) January 31, 2019 5 Progress Report No. 4 (January-June, 2019) July 31, 2019 6 Progress Report No. 5 (July- December, 2019) January 31, 2020 7 Progress Report No. 6 (January-June, 2020) July 31, 2020 8 Progress Report No. 7 (July- December, 2020) January 31, 2021 9 Progress Report No. 8 (January-June, 2021) July 31, 2021 10 Copy of final plans and specifications (PS&E) or City resolution accepting the final plans and specifications By the Agreement Expiration Date 11 Final Invoice By the Agreement Expiration Date 12 Final Report By the Agreement Expiration Date Note: • Per Section III.13 of AGREEMENT, Alameda CTC may withhold payment of reimbursement requests until past due deliverables are received and approved. 102 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix F – Page 1 APPENDIX F PROJECT PERFORMANCE MEASURES Project Performance Measures: The Project Performance Measures and Targets describes what outcome- based performance measure(s) the PROJECT SPONSOR plans to evaluate to ensure that the project/program is meeting its objectives. Appendix F is Not Applicable. 103 Alameda CTC Agreement No. A17-0091 Project No. 1481001 Appendix G – Page 1 APPENDIX G TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS The contents of Appendix G are only included and attached to this AGREEMENT if TFCA funds are obligated and applicable to AGREEMENT. Appendix Index Appendix G-1 TFCA Project Number and “Years of Effectiveness” Appendix G-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix G-3 Minimum required insurance for TFCA-funded projects Appendix G-4 Reporting Forms to BAAQMD for TFCA-funded projects 104 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 1 of 16 2021 PFA Version AMENDED AND RESTATED PROJECT FUNDING AGREEMENT between ALAMEDA COUNTY TRANSPORTATION COMMISSION and the CITY OF DUBLIN for the IRON HORSE TRAIL BRIDGE AT DUBLIN BOULEVARD This Amended and Restated Project Funding Agreement (“AGREEMENT”), dated for reference purposes only as of March 15, 2021, is by and between ALAMEDA COUNTY TRANSPORTATION COMMISSION, a joint powers agency (“ALAMEDA CTC”), and the CITY OF DUBLIN, a public agency (“PROJECT SPONSOR”). This AGREEMENT obligates funds from one or more ALAMEDA CTC administered funding programs as indicated below, and as further specified in Appendix A: Project Control Information and Appendix B: Alameda CTC Administered Funds Obligated by this AGREEMENT, for the PROJECT, as such term is defined in Recital K below. ☐2000 Measure B ☒2014 Measure BB ☐Vehicle Registration Fee ☒Transportation Fund for Clean Air ☐CMA TIP RECITALS A.The voters of Alameda County, pursuant to the provisions of the Bay Area County Traffic and Transportation Funding Act, Public Utilities Code Section 131000, et seq., approved Measure B at the General Election held in November 1986, authorizing the collection of a one-half cent transaction and use tax over a fifteen (15)-year period to address major transportation needs and congestion in Alameda County and giving Alameda County Transportation Authority (“ACTA”) the responsibility for the administration of the proceeds of the tax. The proceeds from the 1986 Measure B tax have been and continue to be used to pay for investments as outlined in the 1986 Alameda County Transportation Expenditure Plan (“1986 TEP”), as it may be amended. Although collection of the 1986 Measure B tax ceased in 2002, capital projects funded wholly or in part by 1986 Measure B funds are still being delivered using these funds. B.The voters of Alameda County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, Public Utilities Code Section 180000, et seq., approved the reauthorization of Measure B at the General Election held on November 7, 2000, authorizing the collection of a one-half cent transaction and use tax to be collected for twenty (20) years beginning April 1, 2002 and giving Alameda County Transportation Improvement Authority (“ACTIA”) responsibility for the administration of the proceeds of the tax.. The proceeds from the 2000 Measure B tax have been and continue to be used to pay for investments as outlined in the 2000 Alameda County Transportation Expenditure Plan (“2000 TEP”), as it may be amended. Attachment 3 Exhibit B to the Resolution 105 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 2 of 16 2021 PFA Version C. The voters of Alameda County, pursuant to Section 65089.20 of the Government Code, approved Measure F, the Vehicle Registration Fee (“VRF”), authorizing Alameda County Congestion Management Agency (“ACCMA”) to administer the proceeds from a $10 per year vehicle registration fee on each annual motor-vehicle registration in Alameda County, starting with registrations effective July 2011 with collection beginning in May 2011, six months following approval of Measure F. Vehicles subject to the VRF include all motorized vehicles, including passenger cars, light-duty trucks, medium-duty trucks, heavy-duty trucks, buses of all sizes, motorcycles, and motorized camper homes, unless vehicles are expressly exempted from the payment of the VRF. D. By resolutions adopted by the ACTA and ACTIA Boards on June 24, 2010, all of ACTA’s functions and responsibilities were assigned to, and accepted by, ACTIA. On that same date, the ACTIA and ACCMA Boards took the final actions to create ALAMEDA CTC, a joint powers authority with all responsibilities of ACTIA and ACCMA. Pursuant to resolutions adopted by the ACTIA and ACCMA Boards and the Commission of ALAMEDA CTC, ACCMA and ACTIA were terminated as of the close of business on February 29, 2012, with ALAMEDA CTC designated as the successor entity. All of its predecessors’ functions and responsibilities have been assigned to, and accepted by, ALAMEDA CTC. E. The voters of Alameda County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, California Public Utilities Code Section 180000 et seq., approved Measure BB at the General Election held on November 4, 2014, authorizing the extension of an existing one-half of one percent transaction and use tax scheduled to terminate on March 31, 2022, and the augmentation of the tax by one-half of one percent, and giving ALAMEDA CTC responsibility for the administration of the proceeds of the 2014 Measure BB tax. The duration of the 2014 Measure BB tax will be 30 years from the initial year of collection, which began April 1, 2015, with said tax to terminate/expire on March 31, 2045. The proceeds from the 2014 Measure BB will be used to pay for investments as outlined in the 2014 Alameda County Transportation Expenditure Plan (“2014 TEP”), as it may be amended. F. As the Transportation Fund for Clean Air (“TFCA”) Program Manager in Alameda County, ALAMEDA CTC annually programs 40 percent of the TFCA funds collected in Alameda County. ALAMEDA CTC receives these funds from the Bay Area Air Quality Management District (“BAAQMD”), and then distributes these funds on a reimbursement basis to eligible project sponsors. G. ALAMEDA CTC is continuing the implementation of the CMA Exchange Program, originally established by the ACCMA, for the purpose of providing local or otherwise unrestricted funds to ALAMEDA CTC for use in projects and programs adopted into the CMA Transportation Improvement Program (“CMA TIP”) by ALAMEDA CTC. H. The funding programs administered by ALAMEDA CTC and available for projects and programs that benefit the Alameda County transportation system, consisting of 1986 Measure B, 2000 Measure B, 2014 Measure BB, VRF, TFCA, and CMA TIP, are collectively defined as and shall be referenced herein as the “ALAMEDA CTC ADMINISTERED FUNDS”. Requirements related to 2000 Measure B, VRF and 2014 Measure BB Direct Local Distribution (“DLD”) funding distributed pursuant to 2000 Measure B, VRF and 2014 Measure BB Transportation Expenditure Plans are covered by separate agreements between ALAMEDA CTC and DLD recipients. 106 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 3 of 16 2021 PFA Version I. Measure B, Measure BB, VRF, and TFCA funds obligated by this AGREEMENT shall be programmed, allocated, and expended for the purpose defined and in accordance with the provisions set forth in the applicable transportation expenditure plans, or the BAAQMD-approved TFCA County Program Manager Policies. J. ALAMEDA CTC programs and allocates ALAMEDA CTC ADMINISTERED FUNDS through the ALAMEDA CTC Comprehensive Investment Plan (“CIP”) that is updated periodically to summarize the programming and allocations of ALAMEDA CTC ADMINISTERED FUNDS, and the policies, procedures and requirements related to the expenditure of ALAMEDA CTC ADMINISTERED FUNDS. K. The PROJECT SPONSOR is implementing a project or program (“PROJECT”) that is eligible for ALAMEDA CTC ADMINISTERED FUNDS. The PROJECT and the strategy to implement the PROJECT are described in greater detail in Appendix A: Project Control Information. L. This AGREEMENT obligates funds from one or more of ALAMEDA CTC administered funding programs as specified in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement, for the PROJECT and the phase(s) described in Appendix A: Project Control Information. ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are available to reimburse eligible costs incurred by PROJECT SPONSOR for the PROJECT and the phase(s) described in Appendix A: Project Control Information. M. The issuance of bonds or another financing mechanism are possible funding options as part of ALAMEDA CTC administered funding programs to meet cash flow requirements of each individual program based on current schedule and project delivery information. N. ALAMEDA CTC and PROJECT SPONSOR previously entered into that certain Project Funding Agreement dated for reference purposes only as of April 27, 2017 (the “effective date”) governing the implementation of, and funding for, the PROJECT, as such Project Funding Agreement may have been subsequently amended by the parties (“CURRENT AGREEMENT”). ALAMEDA CTC has updated the requirements generally applicable to such Project Funding Agreements, and the parties have agreed to amend and restate the CURRENT AGREEMENT so as to incorporate these updated requirements, without affecting or amending (i) the effective date, the Agreement Expiration Date, or any allowable start date as set forth in the CURRENT AGREEMENT, or (ii) any of the funding commitments set forth in the CURRENT AGREEMENT. NOW, THEREFORE, it is agreed by and between the parties that the CURRENT AGREEMENT is hereby amended and restated in its entirety as set forth in this AGREEMENT, and the parties agree as follows: SECTION I PROJECT SPONSOR AGREES: 1. PROJECT SPONSOR shall implement the PROJECT in accordance with all requirements in this AGREEMENT and the following appendices attached hereto and incorporated herein by reference. 107 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 4 of 16 2021 PFA Version a. Appendix A: Project Control Information b. Appendix B: Alameda CTC Administered Funds Obligated by this Agreement c. Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements d. Appendix D: Local Business Contract Equity Program e. Appendix E: Deliverables and Due Dates f. Appendix F: Project Performance Measures g. Appendix G: Transportation Fund for Clean Air Policies and Requirements 2. PROJECT SPONSOR shall perform the necessary work associated with the PROJECT required to implement PROJECT as described in Appendix A: Project Control Information. 3. PROJECT SPONSOR shall inform ALAMEDA CTC in writing of any changes to the information contained in Appendix A: Project Control Information as soon as PROJECT SPONSOR becomes aware of such changes. Per Section III.2, any change that requires an amendment to this AGREEMENT must be approved by ALAMEDA CTC prior to PROJECT SPONSOR implementing the change. 4. PROJECT SPONSOR shall commit to the timing of ALAMEDA CTC ADMINISTERED FUNDS as described in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement. 5. PROJECT SPONSOR shall expend ALAMEDA CTC ADMINISTERED FUNDS received under this AGREEMENT in accordance with all applicable provisions of law and shall return to ALAMEDA CTC all funds that are not expended in accordance with all applicable provisions of law. 6. PROJECT SPONSOR shall be responsible for costs in excess of the total funding obligations shown in Appendix A: Project Control Information. Costs in excess of the total funding obligations will not be reimbursed with ALAMEDA CTC ADMINISTERED FUNDS unless this AGREEMENT is amended in writing or the parties execute a separate agreement for a subsequent phase of the PROJECT. 7. PROJECT SPONSOR shall return to ALAMEDA CTC, on a pro-rated basis, funds realized from the sale of any vehicle(s) purchased with ALAMEDA CTC ADMINISTERED FUNDS, if the sale of the vehicle(s) is completed prior to the last day of the last year listed as the PROJECT’S “Years of Effectiveness” as identified in either Appendix A: Project Control Information or Appendix G: Transportation Fund for Clean Air Policies and Requirements, as applicable. The amount of sale proceeds required to be returned to ALAMEDA CTC shall be proportional to the percentage of ALAMEDA CTC ADMINISTERED FUNDS originally used to purchase the vehicle(s). 8. PROJECT SPONSOR staff costs for any local agency which receives DLD funding shall not be eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS allocated to the PROJECT unless staff costs are specifically identified as eligible in Appendix A: Project Control Information. Staff costs included in Appendix A are limited to project implementation costs. Staff costs related to the administration of this AGREEMENT including preparation of requests for reimbursement or progress reports are ineligible for reimbursement. PROJECT SPONSOR staff costs funded by other sources can be included in the total cost for the purpose of meeting the cost and risk sharing provisions of this AGREEMENT. 108 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 5 of 16 2021 PFA Version 9. PROJECT SPONSOR staff costs eligible for reimbursement may include the individual’s actual hourly wage plus a fringe benefit rate, as approved by a cognizant agency or an independent auditor, of up to a maximum of 70% of the hourly wage. Staff costs also may include direct costs including contracted services, such as legal counsel, that are considered an extension of the PROJECT SPONSOR’S staff. 10. PROJECT SPONSOR overhead, or "indirect," costs are not eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT, and shall not be included in the total eligible PROJECT cost calculations used to determine the ALAMEDA CTC ADMINISTERED FUNDS share of such total eligible PROJECT costs. 11. The cost of maintenance, security, or protection performed by PROJECT SPONSOR or third- party contractors during any temporary suspension of activities associated with the PROJECT will not be considered an eligible cost for reimbursement by ALAMEDA CTC. 12. PROJECT SPONSOR shall advertise, award and administer all professional services contracts for PROJECT work not performed by PROJECT SPONSOR. 13. PROJECT SPONSOR shall invite ALAMEDA CTC staff to participate as a voting member of PROJECT SPONSOR’s selection panel for the selection of all professional consultants, and furnish drafts of all professional services contracts, upon ALAMEDA CTC’s request. 14. All locally funded contracts approved by PROJECT SPONSOR, funded wholly or in part with Measure B, Measure BB, and/or Vehicle Registration Fee funds administered by ALAMEDA CTC, except for contracts that also include state and/or federal funds or contracts funding non-capital projects (e.g., transit operations), are required to comply with ALAMEDA CTC’s Local Business Contract Equity (LBCE) Program as listed and described in Appendix D: Local Business Contract Equity Program Requirements. PROJECT SPONSOR shall comply with the reporting requirements set forth in the LBCE Program and provide the required information to ALAMEDA CTC in accordance with Appendix D for all contracts partially or wholly funded by ALAMEDA CTC, whether or not the specific contract is subject to the LBCE Program. 15. PROJECT SPONSOR shall require insurance coverage that names ALAMEDA CTC, its governing body, officers, employees and consultants as additional insureds of the PROJECT SPONSOR, professional services consultants and subconsultants, construction services contractors and subcontractors, volunteer service individuals, and any other contractors or subcontractors involved with the PROJECT on all insurance required by PROJECT SPONSOR for PROJECT. PROJECT SPONSOR shall keep and maintain insurance certificates and policy endorsements evidencing the policies on file, and furnish the same to ALAMEDA CTC upon request. ALAMEDA CTC will not be responsible for any premiums or assessments on any policy. If this AGREEMENT includes any TFCA funds, PROJECT SPONSOR shall also comply with the insurance requirements specified in Appendix G: Transportation Fund for Clean Air Policies and Requirements. 16. PROJECT SPONSOR shall provide ALAMEDA CTC with periodic (i.e., monthly, quarterly or semi-annually) progress reports describing the current status of the PROJECT. The required progress reporting frequency schedule and forms are provided in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements. Progress reports are due by the last day of each calendar month following the established reporting period in which the work was performed. These reports shall include PROJECT status 109 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 6 of 16 2021 PFA Version information such as the scope of work completed to date, total costs incurred, future actions, project performance, issues identification, changes to scope or schedule, and any additional relevant information requested by ALAMEDA CTC. 17. PROJECT SPONSOR shall submit to ALAMEDA CTC a Request for Reimbursement in accordance with the minimum required invoicing frequency established for the PROJECT, but not more than one such request per month, for reimbursement of eligible PROJECT costs and expenses incurred by PROJECT SPONSOR. The required minimum invoicing frequency and invoice forms are provided in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements. If PROJECT SPONSOR does not incur any reimbursable expenses during the minimum invoicing period, in lieu of submitting an invoice, PROJECT SPONSOR shall submit a letter or a statement as part of the required progress report for the same period confirming that no reimbursable costs were incurred during the given period. If PROJECT SPONSOR requests reimbursement for costs incurred as a result of a contract or agreement with a third party that contains a contract value of $50,000 or greater, e.g. a consultant, contractor or other entity, PROJECT SPONSOR shall submit an electronic copy of the fully executed contract or agreement to ALAMEDA CTC prior to ALAMEDA CTC authorizing reimbursement of such costs. Supporting documentation for the Request for Reimbursement packages includes copies of invoices from vendors, consultants, or contractors and summaries of eligible PROJECT SPONSOR staff time charges. PROJECT SPONSOR may suggest an alternative method, subject to approval in advance by ALAMEDA CTC, to document staff costs charged to the PROJECT. 18. PROJECT SPONSOR shall provide a Parcel and Utility Agreement Tracking Log upon ALAMEDA CTC’s request, if the PROJECT includes the acquisition of right-of-way and/or the relocation or protection of utility facilities. 19. PROJECT SPONSOR shall keep all necessary PROJECT records to demonstrate compliance with this AGREEMENT, including documentation of activities, performance, progress reports, final report, expenses and charges to support invoices submitted to ALAMEDA CTC and other PROJECT reporting requirements as described in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements in one central location for a period of not less than five (5) years after the later of (i) ALAMEDA CTC’s payment of the final invoice, (ii) the PROJECT SPONSOR’S submittal of the Final Report for ALAMEDA CTC ADMINISTERED FUNDS under this AGREEMENT, and (iii) the end of the PROJECT’S established “Years of Effectiveness” period (as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements) if any TFCA funds are provided under this AGREEMENT. a. PROJECT SPONSOR and PROJECT SPONSOR’s contractors and subcontractors shall each maintain and make available for inspection and audit all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. b. PROJECT SPONSOR shall allow ALAMEDA CTC or its authorized representatives to inspect, audit, or make copies of any PROJECT records for a period of five (5) years after ALAMEDA CTC’s payment of the final invoice and the PROJECT SPONSOR’S submittal of the Final Report. The same access also shall be granted to BAAQMD or its authorized representatives for TFCA funds obligated by this AGREEMENT. 110 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 7 of 16 2021 PFA Version 20. PROJECT SPONSOR shall comply with all of the following publicity requirements to inform the public on the use of ALAMEDA CTC ADMINISTERED FUNDS on the PROJECT. a. PROJECT SPONSOR shall credit ALAMEDA CTC as a funding source and display the approved ALAMEDA CTC logo, where practical, on construction informational signs, vehicles or equipment operated or obtained as part of the PROJECT, and on any publicly distributed information (e.g., fact sheets, flyers, brochures, maps, schedules, websites, press releases), created for or associated with the PROJECT. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also credit the BAAQMD as a funding source and display the BAAQMD-approved TFCA logo. b. PROJECT SPONSOR shall provide updated and accurate PROJECT information on the PROJECT SPONSOR’s website, or create such a website if none exists, and provide a link to ALAMEDA CTC website. c. PROJECT SPONSOR shall publish an article in a printed or electronically distributed publication such as a newsletter, local newspaper, e-publications, or website highlighting the PROJECT and the use of ALAMEDA CTC ADMINISTERED FUNDS at least once per fiscal year. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also credit the BAAQMD as a funding source. d. PROJECT SPONSOR shall document compliance with the publicity requirements and furnish such documentation upon request, and regularly through the progress and final reporting required by this AGREEMENT, through evidence such as photos of construction and vehicle signage, copies of print, electronic and other media published to satisfy this requirement. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also document that the BAAQMD was credited as a funding source and the BAAQMD-approved TFCA logos were displayed. e. PROJECT SPONSOR shall notify ALAMEDA CTC and request an exemption as soon as it is reasonably known that the PROJECT SPONSOR is unable to fulfill the requirements under this Section I.20 due to extraordinary circumstances. 21. PROJECT SPONSOR shall, to the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), place in the public domain any software, written document, or other product developed with ALAMEDA CTC ADMINISTERED FUNDS received through this AGREEMENT. 22. PROJECT SPONSOR shall participate, upon the request of ALAMEDA CTC, in a Public Awareness Program in partnership with ALAMEDA CTC and/or its community advisory committees as a means of informing the public of the benefits derived from the use of ALAMEDA CTC ADMINISTERED FUNDS. 23. PROJECT SPONSOR shall obtain all state, local and federal permits and approvals for work, including environmental approvals in accordance with the National Environment Policy Act (NEPA) and the 111 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 8 of 16 2021 PFA Version California Environmental Quality Act (CEQA), as applicable. PROJECT SPONSOR will comply with all applicable state and federal laws and regulations. 24. PROJECT SPONSOR shall render a report or answer any and all inquiries, upon ALAMEDA CTC’s request, in regards to its receipt of ALAMEDA CTC ADMINISTERED FUNDS, compliance audit findings, and usage of ALAMEDA CTC ADMINISTERED FUNDS before the ALAMEDA CTC Commission, Independent Watchdog Committee, and/or community advisory committees, as applicable. 25. For TFCA funds obligated by this AGREEMENT, a PROJECT SPONSOR who has failed a BAAQMD financial or performance audit for the PROJECT will be excluded from receiving an award of any TFCA funds for five (5) years from the date of BAAQMD’s final audit determination. Existing TFCA funds already awarded to the SPONSOR will not be released until all audit recommendations and remedies have been satisfactorily implemented. A failed BAAQMD financial audit means a final audit report that includes an uncorrected audit finding that confirms an ineligible expenditure of TFCA funds. A failed BAAQMD performance audit means that the PROJECT was not implemented in accordance with the AGREEMENT. SPONSOR shall be afforded a reasonable amount of time to address/cure adverse audit findings. 26. For TFCA funds obligated by this AGREEMENT, PROJECT SPONSOR shall return to ALAMEDA CTC, on a pro-rated basis, TFCA funds received under this Agreement if PROJECT is not maintained and/or operated throughout, and at least until the conclusion of, its “Years of Effectiveness” as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements. 27. For TFCA funds obligated by this AGREEMENT, PROJECT SPONSOR shall submit a TFCA Final Report to the ALAMEDA CTC. The required content for the TFCA Final Report is identified in the TFCA Final Report Form referenced in Appendix G. SECTION II ALAMEDA CTC AGREES: 1. ALAMEDA CTC shall make a good faith effort to provide all ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. 2. ALAMEDA CTC shall assist PROJECT SPONSOR when able, upon request and as necessary, in resolving issues related to the PROJECT. 3. ALAMEDA CTC shall provide a copy of its approved logo for PROJECT SPONSOR to use as required by this AGREEMENT. 4. ALAMEDA CTC shall provide notice to the PROJECT SPONSOR of any and all expenditures made by PROJECT SPONSOR, which are not in compliance with the AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS promptly after ALAMEDA CTC becomes aware of any such expenditures. 112 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 9 of 16 2021 PFA Version 5. ALAMEDA CTC shall provide timely notice to PROJECT SPONSOR prior to conducting an audit of expenditures made by PROJECT SPONSOR to determine whether such expenditures are compliant with this AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS. SECTION III IT IS MUTUALLY AGREED AS FOLLOWS: 1. That ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT may be shifted between the phases of the PROJECT or between activities in the same phase of the PROJECT, so long as each of the following occurs: 1) PROJECT SPONSOR submits a written amendment request that provides revised and updated Appendix A: Project Control Information forms documenting the requested funding obligation shift and demonstrating to ALAMEDA CTC’s satisfaction that the phase or activity from which the funds were shifted remains fully funded, and 2) the parties execute an amendment to this AGREEMENT incorporating the revised and updated Appendix A forms as described above, which amendment shall be approved by ALAMEDA CTC pursuant to applicable ALAMEDA CTC policies. 2. ALAMEDA CTC and the PROJECT SPONSOR may jointly authorize an “Administrative Amendment” for any minor schedule revisions, deliverables, or budget revisions that do not increase the total ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. Any change in the PROJECT scope of work must be approved by ALAMEDA CTC prior to implementation of the change by the PROJECT SPONSOR. Administrative amendment requests sent to ALAMEDA CTC must include a revised Appendix A: Project Control Information which reflects the requested changes by the PROJECT SPONSOR. 3. For the purposes of this AGREEMENT, (i) a “Contract” shall mean and refer to a third party agreement with the PROJECT SPONSOR for services related to PROJECT, including agreements with another public agency, consultant firm, contractor or entity; (ii) “PROJECT SPONSOR Staff” costs include costs for staff dedicated directly to project implementation, management, oversight, and/or project development and may include direct costs including contracted services, such as legal counsel, that are considered an extension of PROJECT SPONSOR Staff; (iii) “Capital” with respect to any Right-of-Way Capital phase shall mean and refer to the cost to acquire real property, access rights and other property interests; and (iv) “Agreement Expiration Date” shall mean and refer to the expiration date of this AGREEMENT. 4. Reimbursable costs will be limited to the costs shown in Appendix A: Project Control Information. Funds expended for work directly related to the phases of the PROJECT covered by this AGREEMENT prior to the applicable allowable start date identified in Appendix B: ALAMEDA CTC ADMINISTERED FUNDS Obligated by this AGREEMENT are ineligible for reimbursement pursuant to this AGREEMENT. ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are subject to fund availability and any new requirements and policies imposed by ALAMEDA CTC. The AGREEMENT shall be amended, as necessary, to reflect the applicable requirements. 5. If additional local, state or federal funding is obtained to partially offset ALAMEDA CTC ADMINISTERED FUNDS planned for the PROJECT, ALAMEDA CTC ADMINISTERED FUNDS will not be transferred from the PROJECT until after it is ensured that all phases of the PROJECT can be fully delivered. 113 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 10 of 16 2021 PFA Version ALAMEDA CTC ADMINISTERED FUNDS offset by additional local, state or federal funding shall be available for PROJECT only after all other funding planned for PROJECT, as described in Appendix A: Project Control Information, has been committed and/or encumbered to the PROJECT. 6. Should any portion of PROJECT be financed with federal or state funds, all applicable laws, rules and policies relating to the use of such funds shall apply, notwithstanding other provisions of this AGREEMENT. 7. For TFCA funds obligated by this AGREEMENT, this AGREEMENT is subject to the current BAAQMD-approved TFCA County Program Manager Fund Policies included in Appendix G: Transportation Fund for Clean Air Policies and Requirements and any new requirements imposed by the BAAQMD upon ALAMEDA CTC with respect to the TFCA funds distributed hereunder. ALAMEDA CTC will only distribute TFCA funds under this AGREEMENT to the extent the documented project costs are eligible under the applicable BAAQMD TFCA Policies. 8. The laws of the State of California shall govern this AGREEMENT. 9. All correspondence and communications will contain ALAMEDA CTC project number and name for PROJECT in a clearly identifiable location. For projects with TFCA funds obligated by this AGREEMENT, all correspondence and communications will also contain the TFCA project number as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements. 10. ALAMEDA CTC reserves the right to conduct technical and financial audits of PROJECT work and records when determined to be necessary or appropriate and PROJECT SPONSOR agrees, and shall require its contractors and subcontractors to agree, to cooperate with ALAMEDA CTC by making all appropriate and relevant PROJECT records promptly available for audit and copying. 11. PROJECT costs incurred by PROJECT SPONSOR are only eligible for reimbursement on a pro- rated basis unless specifically provided for in Appendix A: Project Control Information, and PROJECT SPONSOR is expected to concurrently seek reimbursement from the other sources shown in Project A: Project Control Information. Pro-rated basis, as used herein, equals the amount of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT to a phase, divided by the total funding for the phase, as shown in Appendix A: Project Control Information. For any Request for Reimbursement which includes such expenditures, PROJECT SPONSOR shall (i) report the total expenditures during the reimbursement period, (ii) indicate the percentage of the total expenditures for the phase expected to be funded by ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT, and (iii) request reimbursement for the dollar amount which equals the product of such total expenditures and such percentage. 12. ALAMEDA CTC approval of PROJECT SPONSOR submitted Requests for Reimbursement will be contingent on the submittal of progress reports and deliverables by PROJECT SPONSOR as required by this AGREEMENT. In the event that progress reports and deliverables are not complete and current, approval of Requests for Reimbursement shall be withheld until an acceptable remedy has been implemented and approved by ALAMEDA CTC. If PROJECT SPONSOR fails to submit the required deliverables or otherwise fails to meet the reporting and invoicing requirements of this AGREEMENT, ALAMEDA CTC may deobligate funds from the PROJECT and this AGREEMENT. Not less than thirty (30) days prior to the effective date of any 114 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 11 of 16 2021 PFA Version such action, ALAMEDA CTC will endeavor to notify PROJECT SPONSOR in writing that the required deliverables, invoicing and reporting is overdue. 13. Request for Reimbursements submitted after the Agreement Expiration Date identified in Appendix B: Alameda CTC Administered Funds Obligated by this AGREEMENT will be ineligible for reimbursement by ALAMEDA CTC unless an exception is requested by the PROJECT SPONSOR no less than sixty (60) days before the Agreement Expiration Date, and the exception is approved by ALAMEDA CTC. ALAMEDA CTC will deobligate any remaining ALAMEDA CTC ADMINISTERED FUNDS from PROJECT and this AGREEMENT. 14. Each Right-of-Way transaction which is funded either wholly or in part with ALAMEDA CTC ADMINISTERED FUNDS shall be subject to repayment or reimbursement to ALAMEDA CTC under ALAMEDA CTC Policies in effect as of the effective date of this AGREEMENT, irrespective of the party holding title to the real estate which is the subject of the Right-of-Way transaction in question. The parties agree that Section III.16(a) through Section III.16(f), the provisions of which are intended to provide further detail regarding the application of such Policies, shall govern the extent to which such repayment is required and the conditions applicable to any such repayment. If such Policies are amended after the effective date of this AGREEMENT by ALAMEDA CTC, the PROJECT SPONSOR and ALAMEDA CTC shall execute an amendment to this AGREEMENT which references the revised Policies. 15. For the purposes of the following provisions, “ALAMEDA CTC Share” shall mean the percentage share of the original property purchase price funded by ALAMEDA CTC ADMINISTERED FUNDS (i.e., if the purchase was fully funded by ALAMEDA CTC ADMINISTERED FUNDS, ALAMEDA CTC Share shall equal 100%); any appraisal required under Section III.15(a) and Section III.15(f) only, shall be conducted at no cost to ALAMEDA CTC; “Fair Market Value” of a given property shall mean the net proceeds from the sale of such property if such sale occurs in an open market transaction or by auction, or the value of the property determined by an independent third-party appraisal of the property if some or all of the property is retained by PROJECT SPONSOR or otherwise transferred to any other party without an auction or open market transaction; and “CPI” means the Consumer Price Index, All Items for All Urban Consumers, San Francisco- Oakland, San Jose, CA. a. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition, and the PROJECT is cancelled or otherwise does not begin construction within five (5) years after the effective date of AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then PROJECT SPONSOR shall, within one (1) year after such cancellation decision or the expiration of such five (5) year period, reimburse ALAMEDA CTC for the greater of the following: ALAMEDA CTC Share of the property’s Fair Market Value or the full amount of ALAMEDA CTC ADMINISTERED FUNDS used to acquire the property, as escalated by the increase in the CPI during the most recent period for which CPI data is available which is equal in length to the period between the date ALAMEDA CTC ADMINISTERED FUNDS were paid to PROJECT SPONSOR and the date reimbursement is made to ALAMEDA CTC. b. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition and only a portion of the acquired property is 115 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 12 of 16 2021 PFA Version required for the PROJECT, and if the PROJECT begins construction within five (5) years after the effective date of this AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then PROJECT SPONSOR shall, within one (1) year after PROJECT completion, reimburse ALAMEDA CTC for ALAMEDA CTC Share of the Fair Market Value of any property determined to be “excess property”. c. If the PROJECT begins construction within five (5) years after the effective date of this AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then except as provided in subparagraph (d) below, no reimbursement is due with respect to any property interest acquired for the project using ALAMEDA CTC ADMINISTERED FUNDS if the entirety of the acquired property is required for the PROJECT. d. If PROJECT SPONSOR anticipates receiving net revenues (i.e., rental or other income generated by the property, less reasonable costs for insurance, maintenance and related items) from any property acquired using ALAMEDA CTC ADMINISTERED FUNDS, PROJECT SPONSOR shall notify ALAMEDA CTC on how PROJECT SPONSOR will use such revenue to offset other project costs, and document such revenue separately in project reimbursement requests. e. If PROJECT is suspended, PROJECT SPONSOR shall pay all property management costs. f. Property that is required for the PROJECT and acquired wholly or in part with ALAMEDA CTC ADMINISTERED FUNDS shall be available for PROJECT construction within ten (10) years of ALAMEDA CTC reimbursement to the PROJECT SPONSOR. If, after ten (10) years, PROJECT has not been completed, PROJECT SPONSOR shall reimburse ALAMEDA CTC Share of the fair market value of the property, based on the net proceeds from the sale of the property or an appraisal of the property conducted at no cost to ALAMEDA CTC, within one (1) year after the expiration of this ten (10) year period. 16. If condemnation procedures are required to obtain possession to Right-of-Way, ALAMEDA CTC will consider the required deposit as an eligible cost and reimburse the PROJECT SPONSOR upon request. PROJECT SPONSOR shall submit documentation of the final order of condemnation settlement within ninety (90) days after the date of the court recording of the final order of condemnation. If the amount of ALAMEDA CTC reimbursement to the PROJECT SPONSOR is higher than ALAMEDA CTC Share of the amount of settlement in the final order of condemnation, the PROJECT SPONSOR shall pay ALAMEDA CTC the difference between the amount reimbursed and ALAMEDA CTC Share of the amount settled plus ALAMEDA CTC Share of the interest accrued to the deposit account within one (1) year of the final order of condemnation. 17. PROJECT SPONSOR shall not initiate condemnation of any property until full funding for the construction of the PROJECT has been secured. 18. Reimbursement to PROJECT SPONSOR by ALAMEDA CTC for PROJECT Right-of-Way is limited to the following (and net of any relocation payments provided by other sources): 116 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 13 of 16 2021 PFA Version a. The cost to purchase all real property required for the PROJECT free and clear of liens and/or conflicting easements, including the costs for preparation of documents, negotiations and legal services. b. The cost of damages to owners of the remainder of real property not actually taken but injuriously affected by PROJECT. c. The cost of relocation payments and services provided to owners and occupants pursuant to the appropriate State laws and regulations when the PROJECT displaces an individual, family, business, farm operation or nonprofit organization. d. The cost of demolition and/or the sale of all improvements on the right-of-way. Proceeds from the sale of any such improvements shall be credited to the PROJECT and used to offset PROJECT costs. e. The cost of all unavoidable utility relocation, protection or removal necessary for the completion of the PROJECT. f. The cost of all necessary hazardous material and hazardous waste treatment, encapsulation or removal and protective storage for which PROJECT SPONSOR accepts responsibility and where the actual generator cannot be identified and recovery made. 19. If PROJECT SPONSOR materially breaches this AGREEMENT, including but not limited to failing to deliver the PROJECT within the schedule defined by this AGREEMENT without compelling reason, failing to file required progress reports in the time specified by this AGREEMENT, or failing to comply with applicable regulations, ALAMEDA CTC may either terminate this AGREEMENT or suspend payments to PROJECT SPONSOR until such time as PROJECT SPONSOR makes reasonable efforts to comply with this AGREEMENT. 20. Neither ALAMEDA CTC, nor its governing body or any officer, consultant, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with the PROJECT. It is also understood and agreed, pursuant to Government Code Section 895.4, PROJECT SPONSOR shall fully defend, protect, indemnify and hold harmless ALAMEDA CTC, its governing body, and all its officers, employees, agents, representatives, and successors-in- interest, against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT, including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT. If TFCA funds are obligated by this AGREEMENT, PROJECT SPONSOR shall also fully defend, protect, indemnify and hold harmless BAAQMD, its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, from any liability imposed on BAAQMD for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT. 21. Neither PROJECT SPONSOR, nor its governing body or any officer, consultant, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be 117 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 14 of 16 2021 PFA Version done by ALAMEDA CTC under or in connection with any work, authority or jurisdiction delegated to ALAMEDA CTC under this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, ALAMEDA CTC shall fully defend, protect, indemnify and hold harmless PROJECT SPONSOR, its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by ALAMEDA CTC in connection with PROJECT, including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT. 22. Nothing in the provisions of this AGREEMENT is intended to create duties or obligations to or rights in third parties not party to this AGREEMENT. This AGREEMENT gives no rights or benefits to anyone other than ALAMEDA CTC and PROJECT SPONSOR and has no third-party beneficiaries. 23. All legal actions by either party against the other arising from this AGREEMENT, or for the failure to perform in accordance with the applicable standard of care, or for any other cause of action, will be subject to the statutes of limitations of the State of California. 24. Should it become necessary to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to recover reasonable expenses and attorney’s fees from the other party. 25. This AGREEMENT shall terminate upon the Agreement Expiration Date identified in Appendix B: Funds Obligated by this AGREEMENT unless this AGREEMENT is extended by mutual agreement of the parties. Notwithstanding the foregoing, Sections I.7, I.19, III.21 and III.22 shall survive the termination or expiration of this AGREEMENT. 26. This AGREEMENT, including its Recitals and Appendices, constitutes the entire AGREEMENT. This AGREEMENT may be changed only as allowed in Sections III.1 and Section III.2 of this AGREEMENT or by a written amendment executed by both parties. [Signatures on the next page] 118 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 15 of 16 2021 PFA Version CITY OF DUBLIN (PROJECT SPONSOR) ALAMEDA COUNTY TRANSPORTATION COMMISSION (ALAMEDA CTC) By: By: Linda Smith Date City Manager Tess Lengyel Date Executive Director Recommended By: Gary Huisingh Date Deputy Executive Director of Capital Projects Reviewed as to Budget/Financial Controls: By: Patricia Reavey Date Deputy Executive Director of Finance and Administration Approved as to Legal Form: Approved as to Legal Form: By: By: John Bakker Date Legal Counsel to CITY OF DUBLIN Wendel Rosen LLP Date Legal Counsel to ALAMEDA CTC 119 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Page 16 of 16 2021 PFA Version LIST OF APPENDICES APPENDIX A: PROJECT CONTROL INFORMATION Appendix A-1 Project Description Appendix A-2 Project Scope Detail by Phase Appendix A-3 Project Milestone Schedule Appendix A-4 Project Cost Estimate Summary by Phase and Fund Source Appendix A-5 Project Funding Summary by Phase and Reimbursement Ratio Appendix A-6 Project Phase Cost Detail APPENDIX B: ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT APPENDIX C: ALAMEDA CTC REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS APPENDIX D: LOCAL BUSINESS CONTRACT EQUITY PROGRAM REQUIREMENTS APPENDIX E: DELIVERABLES AND DUE DATES APPENDIX F: PROJECT PERFORMANCE MEASURES APPENDIX G: TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS Appendix G-1 TFCA Project Number and “Years of Effectiveness” Appendix G-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix G-3 Minimum required insurance for TFCA-funded projects Appendix G-4 Reporting Forms to BAAQMD for TFCA-funded projects Note: Appendix G is only included and attached to this AGREEMENT if TFCA funds are obligated and applicable to AGREEMENT. 120 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 1 APPENDIX A PROJECT CONTROL INFORMATION Appendix Index Appendix A-1 Project Description Appendix A-2 Project Scope Detail by Phase Appendix A-3 Project Milestone Schedule Appendix A-4 Project Cost Estimate Summary by Phase and Fund Source Appendix A-5 Project Funding Summary by Phase and Reimbursement Ratio Appendix A-6 Project Phase Cost Detail 121 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 2 APPENDIX A-1 PROJECT DESCRIPTION Project Description: This project will construct a Class 1 bicycle and pedestrian bridge over Dublin Boulevard near the intersection of Scarlett Drive in the vicinity of the East Dublin Pleasanton BART Station. The bridge will connect two existing segments of the Iron Horse Trail, creating a total separation of bicyclists and pedestrians from motorized vehicles. This will eliminate the possibility of motorized vehicles and pedestrians having a collision, making this segment of the road safer for all users. This bridge will also be aesthetically pleasing in order to attract users and improve the user's experience. The bridge will also connect BART to Dublin in a safe manner, encouraging recreational users of the Iron Horse Trail and the opening of local businesses to promote Dublin's economy. This safe and fast route of crossing the Iron Horse Trail will promote walking and bicycling for both recreational and commuting purposes in Dublin, encouraging the shift from motorized vehicles to alternative forms of transportation. Project Map Project Limit • Bicycle and pedestrian bridge over Dublin Boulevard in order to connect two segments of the Iron Horse Trail. 122 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 3 APPENDIX A-2 PROJECT SCOPE DETAIL BY PHASE The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below: CONSTRUCTION • The ALAMEDA CTC funds obligated in this AGREEMENT will fund the Construction phase of the Project. 123 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 4 APPENDIX A-3 PROJECT MILESTONE SCHEDULE Phase/Milestone Begin (Mo/Yr) End (Mo/Yr) Scoping 11/2017 12/2019 Preliminary Engineering/Environmental Studies 9/2019 05/2020 CEQA Approval 9/2019 05/2020 NEPA Approval NA NA Final Design (Plans, Specifications and Estimate (PS&E)) 06/2018 06/2021 Right-of-Way Acquisition NA NA Right of Way Certification 06/2019 09/2020 Construction 06/2021 12/2022 Release Request for Proposal / Advertisement 06/2021 07/2021 Contract Award 08/2021 09/2021 Project Closeout 12/2022 12/2022 124 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 5 APPENDIX A-4 PROJECT COST SUMMARY BY PHASE AND FUND SOURCE This Project Cost Summary provides a project funding plan for all Project phases, regardless if funded through ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. PHASE Alameda CTC Administered Funds Sponsor Funds Total Funding 2014 Measure BB TEP-42 TFCA CPM 2019/20 BART SR2B Gas Tax Sales Tax Road M&R Developer Funds Preliminary Engineering / Enviro. Studies $166,000 $ $ $ $ $30,000 $ $196,000 Final Design (PS&E) $1,128,000 $ $ $ $ $198,000 $ $1,326,000 Construction $4,751,000 $856,419 $1,500,000 $445,040 $787,980 $742,000 $1,000,000 $10,082,439 Total Project Cost $6,045,000 $856,419 $1,500,000 $445,040 $787,980 $970,000 $1,000,000 $11,604,439 125 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 6 APPENDIX A-5 PROJECT FUNDING SUMMARY BY PHASE AND REIMBURSEMENT RATIO (Only Phases Funded with Alameda CTC Administered Funds) The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below: PROJECT FUNDING SUMMARY BY PHASE AND REIMBURSEMENT RATIO PHASE Alameda CTC Administered Funds Matching Funds Total Funding Reimbursement Ratio Percentage 2014 Measure BB TEP-42 TFCA CPM 2019/20 Construction $4,751,000 $856,419 $2,694,581 $8,302,000 67.54% Total Funding $4,751,000 $856,419 $2,694,581 $8,302,000 Notes: • PROJECT SPONSOR shall be reimbursed eligible costs in the percentage of Total ALAMEDA CTC ADMINISTERED FUNDS to Total Funding per the Reimbursement Ratio Percentage for each phase. Each Alameda CTC Administered Fund amount identified is a not-to-exceed amount. The Reimbursement Ratio is defined as ALAMEDA CTC ADMINISTERED FUNDS divided by the Total Funding. 126 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix A – Page 7 APPENDIX A-6 PROJECT PHASE COST DETAIL This Project Phase Cost Detail summarizes the total cost for each phase with ALAMEDA CTC ADMINISTERED FUNDS obligated in this AGREEMENT. PROJECT PHASE COST DETAIL CONSTRUCTION PHASE 2014 Measure BB TEP-42 TFCA CPM 2019/20 Matching Funds Total Cost Contract(s)/Other Direct Costs $4,751,000 $856,419 $2,694,581 $8,302,000 Total Phase Cost (Staff + Contract Costs) $4,751,000 $856,419 $2,694,581 $8,302,000 • Contracts funded with any combination of Measure B, Measure BB, Vehicle Registration Fee and local funds that do not contain State or federal funds are subject to Alameda CTC’s Local Business Contract Equity Program (refer to Appendix D). 127 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix B - Page 1 APPENDIX B ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT The following Table B-1 identifies the ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT and establishes a unique allowable start date for each obligated fund source. TABLE B-1 FUNDS OBLIGATED BY THIS AGREEMENT AND ALLOWABLE START AND EXPENDITURE DEADLINE DATES Fund Source Fund Subset Phase Commission Approval Date Allowable Start Date Expenditure Deadline Date Obligated Amount MBB TEP-42 Construction 6/17/19 7/1/19 The Agreement Expiration Date serves as the expenditure deadline date. $4,751,000 TFCA 19/20 CPM Construction 6/17/19 7/1/19 12/30/22 $856,419 Total Alameda CTC Administered Funds Obligated by AGREEMENT: $5,607,419 Previously Approved Expiration Date: December 31, 2023 Revised Agreement Expiration Date: December 31, 2024 Notes: 1. ALAMEDA CTC reimbursement amounts by fund source for PROJECT shall not exceed the total amount obligated by this AGREEMENT, by fund source. 2. The Commission Approval Date is the date of the meeting at which the Commission approved the allocation. 3. The Allowable Start Date identified for each fund source is the earliest date at which costs eligible for reimbursement by the fund source indicated may be incurred. Any costs incurred on the PROJECT before this date will not be eligible for reimbursement under this AGREEMENT. 4. The Expenditure Deadline Date is the last date by which eligible reimbursable costs may be incurred. Any costs incurred on the PROJECT after this date will not be eligible for reimbursement under this AGREEMENT. 5. The Agreement Expiration Date shall mean and refer to the expiration date of this AGREEMENT. 6. For TFCA funds obligated by this agreement, the Expenditure Deadline Date in the above table is two (2) years from the date when ALAMEDA CTC first received funds from BAAQMD, unless an extended deadline is approved at the time of programming or an extension has been approved by the ALAMEDA CTC. An estimated deadline date is noted in the above table if at the time of this agreement the Alameda CTC has yet to receive funds from BAAQMD. Extended deadlines will be reflected in an amended Table B-1, once approved. 7. For TFCA funds obligated by this agreement, the Commission may approve up to two one-year extensions to the Expenditure Deadline Date. Any additional extensions require approval from both ALAMEDA CTC and BAAQMD. 128 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix B - Page 2 APPENDIX B (CONT.) Reimbursement of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT shall be in accordance with the Drawdown Limitation Schedule below. TABLE B-2 ALAMEDA CTC ADMINISTERED FUNDS REIMBURSEMENT - DRAWDOWN LIMITATION SCHEDULE No. Fiscal Year Quart er Fund Source Drawdown Limitation Amount Cumulative Drawdown Limitation Amount 1 FY 2021-22 1 TFCA $400,000 $400,000 2 FY 2021-22 2 TFCA $456,419 $856,419 3 FY 2021-22 2 MBB $1,001,000 $1,857,419 4 FY 2021-22 3 MBB $1,000,000 $2,857,419 5 FY 2021-22 4 MBB $1,000,000 $3,857,419 6 FY 2022-23 1 MBB $1,000,000 $4,857,419 7 FY 2022-23 2 MBB $750,000 $5,607,419 Notes: 1. Fiscal Year (FY) begins July 1 and ends June 30. 2. Quarter 1 begins July 1 and ends September 30; Quarter 2 begins October 1 and ends December 31; Quarter 3 begins January 1 and ends March 31; and Quarter 4 begins April 1 and ends June 30. 3. ALAMEDA CTC shall endeavor to transmit payments to PROJECT SPONSOR following the receipt and approval of a complete Request for Reimbursement(s) submitted by the PROJECT SPONSOR. 4. Actual reimbursements from ALAMEDA CTC to the PROJECT SPONSOR shall not exceed the Cumulative Drawdown Limitation Amount without Alameda CTC’s written approval. Any portion of a reimbursement request, which exceeds the applicable Cumulative Drawdown Limitation without such prior approval by ALAMEDA CTC shall be deferred until the following quarter or until sufficient capacity in the cumulative drawdown limitation amount is achieved. 129 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix C – Page 1 APPENDIX C REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS The below table establishes the required minimum frequency for Requests for Reimbursement and Progress Reports. Requests for Reimbursements and Progress Reports are required either monthly, quarterly, or semi-annually, as indicated below with an “X”. REQUEST FOR REIMBURSEMENT AND PROGRESS REPORTING FREQUENCY AND DUE DATES Frequency Required (as checked) Minimum Frequency Period Covered Due Dates ☐ Monthly (once every month) One month By 30 days following the end of billed activity ☐ Quarterly (once every 3 months) Quarter 1: 7/1– 9/30 Quarter 2: 10/1 – 12/31 Quarter 3: 1/1– 3/31 Quarter 4: 4/1– 6/30 By October 31st By January 31st By April 30th By July 31st ☒ Semi-annually (once every 6 months) Quarters 1 & 2: 7/1 – 12/31 Quarters 3 & 4: 1/1 – 6/30 By January 31st By July 31st ☒ Annually (TFCA Annual Report) Fiscal Year: 7/1 – 6/30 By July 31st ☒ Final Request for Reimbursement Any work period eligible under Appendix B. Must be submitted prior to the Agreement Expiration Date Notes: 1. For all projects, the maximum frequency for Requests for Reimbursement is one (1) per month. 2. If no costs were incurred during the reporting period, a progress report for the corresponding period is still required. 3. TFCA funding requires annual reporting to BAAQMD in addition to the minimum required frequency for Alameda CTC progress reports and invoices. 4. Requests for Reimbursement must be submitted prior to the Agreement Expiration Date in order to be eligible for reimbursement. REQUEST FOR REIMBURSEMENT AND REPORTING FORMS Any PROJECT SPONSOR awarded ALAMEDA CTC Administered Funds shall use the following forms included in the link below for progress reporting, final reporting, request for reimbursements, and requests for amendments to this funding agreement. Note that the format and required content of these forms is subject to change. List of Downloadable Forms: https://www.alamedactc.org/funding/reporting-and-grant-forms/ 1. Request for Reimbursement (RFR) Form 2. Alameda CTC Progress Report Form 3. Alameda CTC Final Report Form 4. Transportation Fund for Clean Air Program Reporting Forms (Interim and Final Report) 5. Amendment Request Form 130 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix D – Page 1 APPENDIX D LOCAL BUSINESS CONTRACT EQUITY PROGRAM REQUIREMENTS As noted in Section I.14, PROJECT SPONSOR is obligated to comply with all applicable provisions of the Alameda CTC Local Business Contract Equity (LBCE) Program, incorporated herein by reference as if attached hereto. LBCE Program Substitution: The LBCE Program allows substitution of Alameda CTC’s program if a sponsor agency’s local preference program has been approved in writing by the Alameda CTC’s LBCE Liaison Officer. This approval letter from Alameda CTC shall be attached as part of Appendix D. The following resources are available to guide Project Sponsors through the LBCE Program requirements for procurement and contracting processes: • Sample template language for professional and construction services is available from ALAMEDA CTC’s website: https://www.alamedactc.org/get-involved/contract-equity • Prime and Subconsultant/Subcontractor Local Business Enterprise, Small Local Business Enterprise and Very Small Local Business Enterprise Utilization Form: https://www.alamedactc.org/get- involved/contracting-forms/ • The LBCE Program Guidelines, available at the above link, includes a Project Sponsor Responsibility Checklist. Appendix B of the LBCE Program Guidelines identifies the Responsibilities of Sponsor Agencies. • Direct inquiries about the LBCE Program to ALAMEDA CTC’s LBCE Liaison Officer: Seung Cho Director of Procurement and Information Technology Alameda County Transportation Commission Email: scho@alamedactc.org Phone: (510) 208-7472 131 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix E - Page 1 APPENDIX E DELIVERABLES AND DUE DATES Project Deliverables and Due Dates: The Deliverables and Due Dates table below shows deliverables and due dates, if any, for the phases listed in Appendix A-2 Project Phase Descriptions that contain ALAMEDA CTC ADMINISTERED FUNDS. Deliverables and Due Dates No. Deliverable Deliverable Due Date to Alameda CTC 1 Alameda CTC Progress Report #1: January to June, 2020 July 31, 2020 2 FY 2019-20 TFCA Interim Report (for BAAQMD) July 31, 2020 3 Alameda CTC Progress Report #2: July to December, 2020 January 31, 2021 4 Documentation of contract award Prior to first invoice 5 Alameda CTC Progress Report #3: January to June, 2021 July 31, 2021 6 FY 2020-21 TFCA Interim Report (for BAAQMD) July 31, 2021 7 Alameda CTC Progress Report #4: July to December, 2021 January 31, 2022 8 Alameda CTC Progress Report #5: January to June, 2022 July 31, 2022 9 FY 2021-22 TFCA Interim Report (for BAAQMD) July 31, 2022 10 Alameda CTC Progress Report #6: July to December, 2022 (Only due if Final Invoice & Final Reports cannot be submitted by January 31, 2023) January 31, 2023 11 Documentation of project completion /contract acceptance Within 3 months of project completion, but no later than the agreement expiration date. 12 TFCA Final Report (for BAAQMD) (To include documentation of required funding agency credit/logo usage.) 13 Final Invoice 14 Alameda CTC Final Report Note: • Per Section III.13 of AGREEMENT, Alameda CTC may withhold payment of reimbursement requests until past due deliverables are received and approved. 132 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix F – Page 1 APPENDIX F PROJECT PERFORMANCE MEASURES Project Performance Measures: The Project Performance Measures and Targets describes what outcome- based performance measure(s) the PROJECT SPONSOR plans to evaluate to ensure that the project/program is meeting its objectives. Appendix F is Not Applicable. 133 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 1 APPENDIX G TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS The contents of Appendix G are only included and attached to this AGREEMENT if TFCA funds are obligated and applicable to AGREEMENT. Appendix Index Appendix G-1 TFCA Project Number and “Years of Effectiveness” Appendix G-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix G-3 Minimum required insurance for TFCA-funded projects Appendix G-4 Reporting Forms to BAAQMD for TFCA-funded projects 134 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 2 APPENDIX G-1 TFCA PROJECT NUMBER AND “YEARS OF EFFECTIVENESS” The PROJECT’s established TFCA Project Number is to be included on all PROJECT reports and invoices. The PROJECT’s established period for TFCA “Years of Effectiveness” is used by Alameda CTC and BAAQMD to evaluate the cost effectiveness of the PROJECT and represents the minimum period of time PROJECT SPONSOR is to maintain and/or operate the PROJECT, per BAAQMD requirements. It is not intended to reflect the number of years a capital project is expected to last. TFCA Project Number: • 20ALA05 TFCA “Years of Effectiveness”: • 10 years 135 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 3 APPENDIX G-2 BAAQMD-APPROVED TFCA COUNTY PROGRAM MANAGER FUND POLICIES Projects awarded TFCA County Program Manager funding by Alameda CTC are to be consistent with the BAAQMD’s Board-Adopted TFCA County Program Manager Fund Policies. The following policies apply to the BAAQMD TFCA County Program Manager funding awarded to PROJECT: • BAAQMD Board-Adopted TFCA County Program Manager Fund Policies for FYE 2020 • These Policies are available for view and download from the Alameda CTC’s website: • https://www.alamedactc.org/wp- content/uploads/2019/07/FYE_2020_TFCA_CPM_Policies_only.pdf?x33781 Note: The above link provides a copy of Appendix D: Board-Adopted TFCA County Program Manager Fund Policies for FYE 2020 from BAAQMD’s TFCA County Program Manager Fund Expenditure Plan Guidance, Fiscal Year Ending 2020. As incorporated into this AGREEMENT, (i) the term “Air District” in the policies shall be deemed to mean and refer to BAAQMD, (ii) “Program Manager” shall be deemed to mean and refer to ALAMEDA CTC, and (iii) “GRANTEE” shall be deemed to mean and refer to SPONSOR. 136 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 4 APPENDIX G-3 TFCA INSURANCE REQUIREMENTS [See Below and Attached] Note: The below Alameda CTC insurance requirements for TFCA projects are followed by a copy of BAAQMD’s Insurance Guidelines, Appendix F of BAAQMD’s TFCA County Program Manager Fund Expenditure Plan Guidance, Fiscal Year Ending (FYE) 2020. As incorporated into this Agreement, (i) the term “Air District” in the attached shall be deemed to mean and refer to BAAQMD, (ii) “County Program Manager” shall be deemed to mean and refer to ALAMEDA CTC, and (iii) “Grantee” shall be deemed to mean and refer to SPONSOR. INSURANCE REQUIREMENTS Verification of Coverage SPONSOR is required to provide certificates and/or other evidence of the required insurance coverage prior to the execution of a fund-transfer agreement and annually thereafter throughout and until project completion. Certificates, policies and other evidence provided shall specify that the ALAMEDA CTC and BAAQMD shall receive 30 days advanced notice of cancellation from the insurers. Additionally, SPONSOR is to require all professional services consultants, contractors and subcontractors involved with the PROJECT to name ALAMEDA CTC, its officers, employees and consultants as additional insured on all insurance required by SPONSOR for PROJECT. Minimum Scope of Insurance Throughout the Term of the AGREEMENT, SPONSOR shall obtain and maintain in full force and effect the Liability Insurance and Property Insurance as set forth below: 1. Liability Insurance: with a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of SPONSOR, and to the operation of the vehicles, vessels, engines or equipment operated by Sponsor. 2. Property Insurance: in an amount of not less than the insurable value of SPONSOR’s vehicles, vessels, engines or equipment funded under the Agreement, and covering all risks of loss, damage or destruction of such vehicles, vessels, engines or equipment. 3. Workers Compensation Insurance: As required by California law and employers’ insurance with a limit not less than $1 million. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The ALAMEDA CTC may, at its sole discretion, waive or alter this requirement or accept self-insurance in lieu of any required policy of insurance. 137 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 5 County Program Manager Fund Expenditure Plan Guidance FYE 2020 Appendix F: Insurance Guidelines This appendix provides guidance on the insurance coverage and documentation typically required for TFCA County Program Manager Fund projects. Note that the Air District reserves the right to specify different types or levels of insurance in the Funding Agreement. The typical Funding Agreement requires that each Grantee provide documentation showing that they meet the following requirements for each of their projects. The County Program Manager is not required to meet these requirements itself, unless it is acting as a Grantee. 1. Liability Insurance: Corporations and Public Entities - a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the Grantee, and to the operation of the vehicles, engines or equipment operated by the Project Sponsor. Single Vehicle Owners - a limit of not less than $750,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the Grantee, and to the operation of the vehicles, engines or equipment operated by the Grantee. 2. Property Insurance: New Equipment Purchases - an amount of not less than the insurable value of Grantee’s vehicles, engines or equipment funded under this Agreement, and covering all risks of loss, damage or destruction of such vehicles, engines or equipment. Retrofit Projects - 2003 model year vehicles or engines or newer in an amount of not less than the insurable value of Grantee’s vehicles, engines or equipment funded under this Agreement, and covering all risks of loss, damage or destruction of such vehicles, engines or equipment. 3. Workers Compensation Insurance: Construction projects – including but not limited to bike/pedestrian paths, bike lanes, smart growth and vehicle infrastructure, as required by California law and employers’ insurance with a limit not less than $1 million. 4. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The Air District may, at its sole discretion, waive or alter this requirement or accept self-insurance in lieu of any required policy of insurance. The following table lists the type of insurance coverage generally required for each project type. The requirements may differ in specific cases. County Program Managers should contact the Air District liaison with questions, especially about unusual projects. __________________________________________________________________________________ BAAQMD Transportation Fund for Clean Air – County Program Manager Page 25 138 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 6 County Program Manager Fund Expenditure Plan Guidance FYE 2020 __________________________________________________________________________________ BAAQMD Transportation Fund for Clean Air – County Program Manager Page 26 139 Alameda CTC Agreement No. A19-0064 Project No. 1481001 Appendix G – Page 7 APPENDIX G-4 REPORTING FORMS FOR TFCA-FUNDED PROJECTS TFCA Interim Report Form: The latest electronic version of the BAAQMD TFCA Interim Report form is available from the Alameda CTC’s website at: https://www.alamedactc.org/funding/reporting-and-grant-forms/reimbursement-and- reporting-forms/ TFCA Final Report Form: The latest electronic version of the BAAQMD TFCA Final Report forms are available from the Alameda CTC’s website at: https://www.alamedactc.org/funding/reporting-and-grant-forms/reimbursement-and- reporting-forms/ Note: There are four TFCA report form templates. Use the appropriate form, as follows: • Form 1 - Trip Reduction Projects, for shuttles/feeder bus operations, ridesharing and transportation demand management (TDM) programs, and Smart Growth projects • Form 2 - Alternative Fuel Vehicles, for all vehicle projects • Form 3 - Bicycle Projects, for bicycle lanes, bike sharing, lockers and racks • Form 4 - Arterial Management, for signal timing coordination and upgrades and transit signal priority (TSP) 140 RESOLUTION NO. 16 - 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A PROJECT FUNDING AGREEMENT WITH THE ALAMEDA COUNTY TRANSPORTATION COMMISSION WHEREAS, On April 27, 2017, the Alameda County Transportation Commission allocated to the City of Dublin $1,294,000 through the Measure BB discretionary funds for the Iron Horse Trail Bridge at Dublin Boulevard (Project); and WHEREAS, to receive this grant funding a local match of $228,000 is required and adequate local funds are available to meet this requirement; and WHEREAS, On November 7, 2017, the City Council approved the Iron Horse Trail Feasibility Study as well as the proposed design of a bridge crossing at Dublin Boulevard. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approve the Project Funding Agreement with the Alameda County Transportation Commission, attached hereto as Exhibit A to this Resolution. BE IT FURHTER RESOLVED that the City Manager is authorized to execute the Project Funding Agreement. PASSED, APPROVED AND ADOPTED this 20th day of February 2018, by the following vote: AYES: Councilmembers Goel, Gupta and Hernandez, and Mayor Haubert NOES: ABSENT:Councilmember Biddle trFriA ABSTAIN:41(r4 Mayor ATTEST: at/v City Clerk Reso No. 16-18, Adopted 2/20/2018, Item No. 4.2 Page 1 of 1 Attachment 4 141 Alameda CTC Agreement No.A17-0091 Project No. 1481001 PROJECT FUNDING AGREEMENT between ALAMEDA COUNTY TRANSPORTATION COMMISSION and the CITY OF DUBLIN for the IRON HORSE TRAIL CROSSING AT DUBLIN BOULEVARD This Project Funding Agreement("AGREEMENT"),dated for reference purposes only as April 27, 2017,is by and between ALAMEDA COUNTY TRANSPORTATION COMMISSION,a joint powers agency ALAMEDA CTC"),and the CITY OF DUBLIN,a public agency("PROJECT SPONSOR"). This AGREEMENT obligates funds from one or more ALAMEDA CTC administered funding programs as indicated below,and as further specified in Appendix A:Project Control Information and Appendix B: Alameda CTC Administered Funds Obligated by this AGREEMENT,for the PROJECT,as such term is defined in Recital K below. 2000 Measure B Transportation Fund for Clean Air 2014 Measure BB CIV1A TIP El Vehicle Registration Fee RECITALS A. The voters of Alameda County,pursuant to the provisions of the Bay Area County Traffic and Transportation Funding Act,Public Utilities Code Section 131000,et seq.,approved Measure B at the General Election held in November 1986,authorizing the collection of a one-half cent transaction and use tax over a fifteen (15)-year period to address major transportation needs and congestion in Alameda County and giving Alameda County Transportation Authority("ACTA") the responsibility for the administration of the proceeds of the tax along with other funds. The proceeds from the 1986 Measure B tax will be used to pay for investments as outlined in the 1986 Alameda County Transportation Expenditure Plan("1986 TEP"), as it may be amended. Although collection of the 1986 Measure B tax ceased in 2002,a number of capital projects funded wholly or in part by 1986 Measure B funds will not be completed until 2018 or later. B. The voters of Alameda County,pursuant to the provisions of the Local Transportation Authority and Improvement Act,Public Utilities Code Section 180000,et seq.,approved the reauthorization of Measure B at the General Election held on November 7,2000,authorizing the collection of a one-half cent transaction and use tax that will be collected for twenty(20)years beginning April 1,2002 and giving Alameda County Transportation Improvement Authority("ACTIA")responsibility for the administration of the proceeds of the tax along with other funds. The proceeds from the 2000 Measure B tax will be used to pay for investments as outlined in the 2000 Alameda County Transportation Expenditure Plan ("2000 TEP"), as it may be amended. C. The voters of Alameda County,pursuant to Section 65089.20 of the Government Code, approved Measure F,the Vehicle Registration Fee("VRF"),authorizing Alameda County Congestion Management Agency("ACCMA") to administer the proceeds from a S10 per year vehicle registration fee on Page 1 of 16 142 Alameda CTC Agreement No.A 17-0091 Project No. 1481001 each annual motor-vehicle registration or renewal of registration in Alameda County,starting in May 2011,six months following approval of Measure F.Vehicles subject to the VRF include all motorized vehicles, including passenger cars,light-duty trucks,medium-duty trucks,heavy-duty trucks,buses of all sizes, motorcycles,and motorized camper homes,unless vehicles are expressly exempted from the payment of the VRF. D. By resolutions adopted by the AC"TA and ACTIA Boards on June 24,2010,all of ACTA's functions and responsibilities were assigned to,and accepted by,ACTIA. On that same date,the ACTIA and ACCMA Boards took the final actions to create ALAMEDA CTC,a joint powers authority with all responsibilities of ACTIA and ACCMA. Pursuant to resolutions adopted by the ACTIA and ACCMA Boards and the Commission of ALAMEDA CTC,ACCMA and ACTIA were terminated as of the close of business on February 29,2012,with ALAMEDA CTC designated as the successor entity. All of its predecessors'functions and responsibilities have been assigned to,and accepted by,ALAMEDA CTC. E. The voters of Alameda County,pursuant to the provisions of the Local Transportation Authority and Improvement Act,California Public Utilities Code Section 180000 et seq.,approved Measure BB at the General Election held on November 4,2014,authorizing the extension of an existing one-half of one percent transaction and use tax scheduled to terminate on March 31,2022,and the augmentation of the tax by one-half of one percent,and giving ALAMEDA CTC responsibility for the administration of the proceeds of the 2014 Measure BB tax.The duration of the 2014 Measure BB tax will be 30 years from the initial year of collection,which began April 1,2015,with said tax to terminate/expire on March 31,2045.The proceeds from the 2014 Measure BB will be used to pay for investments as outlined in the 2014 Alameda County Transportation Expenditure Plan("2014 TEP"),as it may be amended. F. As the Transportation Fund for Clean Air("TFCA")Program Manager in Alameda County, ALAMEDA CTC annually programs 40 percent of the TFCA funds collected in Alameda County. ALAMEDA CTC will receive these funds from the Bay Area Air Quality Management District("BAAQMD"),and will then reimburse these funds to eligible project sponsors. G. ALAMEDA CTC is continuing the implementation of the CMA Exchange Program,originally established by the ACCMA,for the purpose of providing local or otherwise unrestricted funds to A AmEDA CTC for use in projects and programs adopted into the CMA Transportation Improvement Program("CMA TIP")by ALAMEDA CTC. H. The funding programs administered by ALAMEDA CTC and available for projects and programs that benefit the Alameda County transportation system,consisting of 1986 Measure B,2000 Measure B,2014 Measure BB,VRF,TFCA,and CMA TIP,are collectively defined as and shall be referenced as the"ALAMEDA CTC ADMINISTERED FUNDS"herein. Direct Local Distribution ("DLD")funding distributed pursuant to 2000 Measure B,VRF and 2014 Measure BB is covered by separate agreements between ALAMEDA CTC and DLD recipients. I.Measure B,Measure BB,VRF,and TFCA funds obligated by this Agreement shall be programmed,allocated,and expended for the purpose defined and in accordance with the provisions set forth in the applicable transportation expenditure plans,or the BAAQMD-approved TFCA County Program Manager Policies. Page 2 of 16 143 Alameda Mt Agreement No.A17-0091 Project No.1481001 J.ALAMEDA CTC programs and allocates ALAMEDA CTC ADMINISTERED FUNDS through the ALAMEDA CTC Comprehensive Investment Plan ("CIP") that is updated periodically to summarize the programming and allocations of ALAMEDA CTC ADMINISTERED FUNDS,and the policies,procedures and requirements related to the expenditure of ALAMEDA CTC ADMINISTERED FUNDS. K. The PROJECT SPONSOR is implementing a project or program("PROJECT")that is eligible for ALAMEDA CTC ADMINISTERED FUNDS. The PROJECT and the strategy to implement the PROJECT are described in greater detail in Appendix A:Project Control Information. L. This AGREEMENT obligates funds from one or more of ALAMEDA CTC administered funding programs as specified in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement,for the PROJECT and the phase(s)described in Appendix A:Project Control Information. ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are available to reimburse eligible costs incurred by PROJECT SPONSOR for the PROJECT and the phase(s)described in Appendix A:Project Control Information. M. The issuance of bonds or another financing mechanism are possible funding options as part of ALAMEDA CTC administered funding programs to meet cash flow requirements of each individual program based on current schedule and project delivery information. NOW,THEREFORE,it is agreed by and between the parties as follows: SECTION I PROJECT SPONSOR AGREES: 1. PROJECT SPONSOR shall implement the PROJECT in accordance with all requirements in this AGREEMENT and the following appendices attached hereto and incorporated herein by reference. a. Appendix A:Project Control Information b. Appendix B:Alameda CTC Administered Funds Obligated by this Agreement c. Appendix C:Alameda CTC Request for Reimbursement and Reporting Requirements d. Appendix D:Alameda CTC Funding Shift Approval Form e. Appendix E:Local Business Contract Equity Program f. Appendix F:Task Deliverables and Due Dates g. Appendix G:Project Performance Measures h. Appendix H:Transportation Fund for Clean Air Policies and Requirements 2. PROJECT SPONSOR shall perform the necessary work associated with the PROJECT required to implement PROJECT as described in Appendix A:Project Control Information. 3. PROJECT SPONSOR shall inform ALAMEDA CTC in writing of any changes to the information contained in Appendix A:Project Control.Information as soon as PROJECT SPONSOR becomes aware of such changes.Per Section 1II.2,any changes that require an amendment to this AGREEMENT must be approved by ALAMEDA CTC prior to the PROJECT SPONSOR implementing the change. Page 3 of 16 144 Alameda CTC Agreement.No.A17-0091 Project No.1481001 4. PROJECT SPONSOR shall commit to the timing of ALAMEDA CTC ADMINISTERED FUNDS as described in Appendix B:Alameda CTC Administered Funds Obligated by this Agreement. 5. PROJECT'SPONSOR shall expend ALAMEDA CTC ADMINISTERED FUNDS received under this AGREEMENT in accordance with all applicable provisions of law and shall return to ALAMEDA CTC all funds that are not expended in accordance with all applicable provisions of law. 6. PROJECT SPONSOR shall be responsible for costs in excess of the total of the funding obligations shown in Appendix A:Project Control Information.Costs in excess of the total of the funding obligations will not be reimbursed with ALAMEDA CTC ADMINISTERED FUNDS unless this AGREEMENT is amended or the parties execute separate agreement for a subsequent phase of the PROJECT. 7. PROJECT SPONSOR shall return to AI.AAIEDA CTC,on a pro-rated basis, funds realized from the sale of any vehicle(s)purchased with ALAMEDA CTC ADMINISTERED FUNDS,if the sale of the vehicle(s) is completed prior to the last day of the last year listed as the PROJECT'S"Years of Effectiveness"as shown in either Appendix A:Project Control Information or Appendix H:Transportation Fund for Clean Air Policies and Requirements.The amount of funds returned to ALAMEDA CC shall be proportional to the percentage of ALAMEDA CTC ADMINISTERED FUNDS originally used to purchase the vehicle(s). 8. PROJECT SPONSOR staff costs for any local agency,which receives DID funding,shall not be eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS allocated to the PROJECT. These costs can be included in the total cost and funding amounts for the purposes of the cost and risk sharing provisions of this AGREEMENT,but PROJECT SPONSOR staff costs shall not be eligible for reimbursement by ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT,unless specifically identified as eligible in Appendix A:Project Control Information. 9. Fringe benefits for PROJECT SPONSOR staff time shall not exceed a maximum mark-up rate of 70%of the hourly wage,and shall be based on an audited rate provided by PROJECT SPONSOR. PROJECT SPONSOR staff costs may include the individual's actual hourly wage rate plus an approved fringe benefit of no more than 70%of the hourly wage,and may include direct costs including contracts for services,such as legal counsel,that are considered an extension of the PROJECT SPONSOR'S staff. 10.. Overhead,or"indirect," costs associated with PROJECT SPONSOR staff time are not eligible for the ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT,and shall not be included in the total eligible PROJECT cost calculations used to determine the ALAMEDA CTC ADMINISTERED FUNDS share of such total eligible PROJECT costs. 11. The cost of maintenance,security,or protection performed by PROJECT SPONSOR or third- party contractors during any temporary suspension of activities associated with the PRC)JECI' will not be considered an eligible cost for reimbursement by ALAMEDA CTC. 12. PROJECT SPONSOR shall advertise, award and administer any professional services contract for PROJECT work not performed by PROJECT SPONSOR. 13. PROJECT SPONSOR shall invite ALAMEDA CTC staff to participate as a voting member of PROJECT SPONSOR's selection panels for the selection of professional consultants,and furnish copies of the Page 4 of 16 145 Alameda CTC Agreement No.A17-0091 Project No.1481001 professional services contracts to ALAMEDA CTC for ALAMEDA CTC's review and approval prior to approval by the PROJECT SPONSOR on contracts utilizing Measure B and Measure BB funds. 14. All contracts approved by PROJECT SPONSOR funded wholly or in part by funds authorized by Measure B,Measure BB,and Vehicle Registration Fee administered by ALAMEDA CTC are required to comply with ALAMEDA CTC's Local Business Contract Equity Program as referenced in Appendix E:Local Business Contract Equity Program. To the extent that the procurement of a contract is not required to include the contract goals specified in ALAMEDA CTC's Local Business Contract Equity Program,PROJECT SPONSOR shall not be relieved from the responsibility of reporting LBE/SLBE/VISBE participation in the contract. PROJECT'SPONSOR shall provide this data as required with any request for reimbursement submitted to AI.AMEDA CTC. 15. PROJECT SPONSOR shall require that professional services consultants,construction services contractors,volunteer service individuals involved with the PROJECT,and any other contractors or subcontractors name ALAMEDA CTC,its governing body,officers,employees and consultants as additional insured on all appropriate insurance required by PROJECT SPONSOR for PROJECT.PROJECT SPONSOR shall submit to ALAMEDA CTC current insurance documentation on all appropriate insurance required by PROJECT SPONSOR for PROJECT. If this AGREEMENT includes any TFCA funds,PROJECT SPONSOR shall comply with the insurance requirements specified in Appendix H:Transportation Fund for Clean Air Policies and Requirements. 16. PROJECT SPONSOR shall provide ALAMEDA CTC with periodic(i.e.,monthly,quarterly or semi-annually)progress reports.The required progress reporting frequency schedule and forms are provided in Appendix C:Alameda CTC Request for Reimbursement and Reporting Requirements.Progress reports are due by the last day of each calendar month following the established reporting period in which the work was performed. These reports shall describe the current status of the PROJECT,actions taken,total costs incurred, reimbursable costs incurred during the previous month;actions expected to be taken during the next month; an updated schedule with estimated completion date,scope changes,project-related issues,notices of potential claims,general project issues,contract change orders,performance reporting,reporting of DBE, LBE,SLBE and VLSBE participation,from prime and first tier subconsultants as applicable,and any additional relevant information requested by ALAMEDA CTC. 17. PROJECT SPONSOR shall submit to ALAMEDA CTC a Request for Reimbursement in accordance with the minimum required invoicing frequency established for the PROJECT,but not more than one such request per month,for reimbursement of eligible PROJECT costs and expenses incurred by PROJECT SPONSOR.The required minimum invoicing frequency and invoice forms are provided in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements.If PROJECT SPONSOR does not incur any reimbursable expenses during the minimum invoicing period,in lieu of submitting an invoice, PROJECT SPONSOR shall submit a letter or a statement as part of the required progress report for the same period confirming that no reimbursable costs were incurred during the given period. If PROJECT SPONSOR is requesting reimbursement for costs incurred as a result of a contract or agreement with a third party that contains a contract amount of$50,000 or greater in value,e.g.a consultant,contractor or other entity, PROJECT SPONSOR shall submit an electronic copy of the fully executed contract or agreement to.ALAMEDA CTC(upon ALAMEDA CTC'S request)prior to ALAMEDA CTC authorizing reimbursement of such costs. Each Request for Reimbursement shall also include detailed supporting documentation for the total PROJECT Page 5 of 16 146 Alameda CTC Agreement No.A17-0091 Project No. 1481001 costs with the reimbursable portion of the total costs clearly identified. Supporting documentation for the Request for Reimbursement packages includes copies of invoices from vendors,consultants,or contractors and summaries of eligible PROJECT SPONSOR staff time charges. PROJECT SPONSOR may suggest an alternative method,subject to approval in advance by ALAMEDA CTC,to document staff costs charged to the PROJECT. 18. PROJECT SPONSOR shall provide a Parcel and Utility Agreement Tracking Log in a format approved by ALAMEDA CTC upon ALAMEDA OTC's request,if the PROJECT includes the acquisition of right of way and/or the relocation or protection of utility facilities.PROJECT SPONSOR shall also provide a monthly update of the right-of-way acquisition plan to ALAMEDA CTC. 19. PROJECT SPONSOR shall keep in one central location all necessary PROJECT'records to demonstrate compliance with this AGRLI MEN'I,including documentation of activities,performance,progress. reports,final report,expenses and charges to support invoices submitted to ALAMEDA CTC and other PROJECT reporting requirements as described in Appendix C:Alameda.CTC Request for Reimbursement and Reporting Requirements for a period of not less than five(5)years after ALAMEDA CTC's payment of the final invoice and the PROJECT SPONSOR'S submittal of the Final Report for ALAMEDA CTC ADMINISTERED FUNDS under this AGREEMENT. a. PROJECT SPONSOR and PROJECT SPONSOR's contractors and subcontractors shall each maintain and make available for inspection and audit all books,documents,papers, accounting records,and other evidence pertaining to the performance of such contracts, including,but not limited to,the costs of administering those various contracts. b. PROJECT SPONSOR shall allow ALAMEDA CTC or its authorized representatives to inspect, audit,or make copies of any PROJECT'records for a period of five(5)years after ALAMEDA C L'C's payment of the final invoice and the PROJECT'SPONSOR'S submittal of the Final Report. The same access shall also be granted to BAAQMD or its authorized representatives for TFCA funds obligated by this AGREEMENT. 20. PROJECT SPONSOR shall comply with all of the following publicity requirements under Section I.20 to inform the public on the use of ALAMEDA CTC ADMINISTERED FUNDS on the PROJECT. a. PROJECT SPONSOR shall credit ALAMMEDA CTC as a funding source and display the approved ALAMEDA CTC logo,where practical,on construction informational signs, vehicles or equipment operated or obtained as part of the PROJECT,and on any publically distributed information(e.g.,fact sheets,flyers,brochures,maps,schedules,websites,press releases),created for or associated with the PROJECT. For TFCA funding obligated through this AGREEMENT,SPONSOR shall also credit the BAAQMD as a funding source and display the BAAQMD-approved TFCA logo. b. PROJECT SPONSOR shall provide updated and accurate PROJECT information on the PROJECT SPONSOR's website,or create such a website if none exists,and provide a link to AI..AMEDA CTC website. Page 6 of 16 147 Alameda CTC Agreement.No.A17-0091 Project No.1481001 c. PROJECT SPONSOR shall publish an article in a printed or electronically distributed publication such as a newsletter,local newspaper,e-publications,or website highlighting the PROJECT and the use of ALAMEDA CTC ADMINISTERED FUNDS at least once per fiscal year. For TFCA funding obligated through this AGREEMENT,SPONSOR shall also credit the. BAAQMD as a funding source, d. PROJECT SPONSOR shall document compliance with the publicity requirements and furnish such documentation upon request,and regularly through the progress and final reporting required by this AGREEMENT,through evidence such as photos of construction and vehicle signage,copies of print,electronic and other media published to satisfy this requirement. For TFCA funding obligated through this AGREEMENT,SPONSOR shall also document that the BAAQMD was credited as a funding source and the BAAQMD-approved TFCA logos were displayed. e. PROJECT SPONSOR shall notify ALAMEDA CTC and request an exemption as soon as it is reasonably known that the PROJECT SPONSOR is unable to fulfill the requirements under Section I.20 due to extraordinary circumstances. 21. PROJECT SPONSOR shall,to the extent not otherwise prohibited by law,and to the extent required by the California Public Records Act(California Government Code section 6250 et seq.),place in the public domain any software,written document,or other product developed with ALAMEDA CTC ADMINISTERED FUNDS received through this AGREEMENT. 22. PROJECT SPONSOR shall participate,upon the request of ALAMEDA CTC,in a Public Awareness Program in partnership with ALAMEDA CTC and/or its community advisory committees as a means of informing the public of the benefits being derived from the use of ALAMEDA CTC ADMINISTERED FUNDS. 23. PROJECT SPONSOR shall obtain all state,local and federal permits and approvals for work, including environmental approvals in accordance with the National Environment Policy Act(NEPA)and the California Environmental Quality Act(CEQA),as applicable. PROJECT SPONSOR will comply with all applicable state and federal laws and regulations. A list of permitting agencies,required agreements and coordinating agencies is included in Appendix A:Project Control Information. 24. PROJECT SPONSOR shall render a report or answer any and all inquiries, upon ALAMEDA CTC's request,in regard to its receipt,compliance audit findings,and usage of its funds before the ALAMEDA CTC Commission, Independent Watchdog Committee, and/or community advisory committees, as applicable. 25. For TFCA funds obligated by this AGREEMENT,a PROJECT SPONSOR who has failed a BAAQMD financial or performance audit for the PROJECT will be excluded from receiving an award of any TFCA funds for five(5)years from the date of BAAQMD's final audit determination.Existing TFCA funds already awarded to the SPONSOR will not be released until all audit recommendations and remedies have been satisfactorily implemented.A failed BAAQMD financial audit means a final audit report that includes an uncorrected audit finding that confirms an ineligible expenditure of TFCA funds.A failed BAAQMD Page 7 of 16 148 Alameda CTC Agreement No.M7-0091 Project No. 1481001. performance audit means that the PROJECT was not implemented in accordance with the AGREEMENT. SPONSOR shall be afforded a reasonable amount of time to address/cure adverse audit findings. 26. For TFCA funds obligated by this AGREEMENT,PROJECT SPONSOR shall return to ALAMEDA CTC,on a pro-rated basis,TFCA funds received under this Agreement if PROJECT is not maintained and/or operated throughout and at least until the conclusion of its"Years of Effectiveness"as shown in Appendix H:Transportation Fund for Clean Air Policies and Requirements. 27. For TFCA funds obligated by this AGREEMENT,PROJECT SPONSOR shall submit a TFCA Final Report to the ALAMEDA CTC.The required content for the TFCA Final Report is identified in the TFCA Final Report Form,included in Appendix H. SECTION II ALAMEDA CTC AGREES: 1. ALAMEDA CTC shall make a good faith effort to provide all ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. 2. ALAMEDA CTC shall assist PROJECT SPONSOR when able,upon request and as necessary,in resolving issues related to the PROJECT. 3. AI.AMEDA CTC shall provide a copy of its approved logo for PROJECT SPONSOR to use as required by this AGREEMENT. 4, ALAMEDA CTC shall provide notice to the PROJECT SPONSOR of any and all expenditures made by PROJECT SPONSOR,which are not in compliance with the AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS promptly after ALAMEDA CTC becomes aware of any such expenditures. 5. ALAMEDA CTC shall provide timely notice to PROJECT SPONSOR prior to conducting an audit of expenditures made by PROJECT SPONSOR to determine whether such expenditures are in compliance with this agreement or the applicable ALAMEDA CTC ADMINISTERED FUNDS. SECTION III IT IS MUTUALLY AGREED AS FOLLOWS: 1.That obligations of ALAMEDA LJI'C ADMINISTERED FUNDS obligated by this AGREEMENT may be shifted between the phases of the PROJECT covered by this AGREEMENT,or between activities in the same phase of the PROJECT,provided that PROJECT SPONSOR: (A)obtains ALAA EDA OTC's prior written approval through completion and submittal to ALAMEDA CTC of the form in Appendix D:Alameda CTC Funding Shift Approval Form,and(B)provides a revised and updated Appendix A:Project Control Information to ALAMEDA CTC which reflects the requested shift of the funding obligations authorized by this AGREEMENT and demonstrates that the phase or activity from which the funds were shifted remains Page 8 of 16 149 Alameda CTC Agreement No.A17-0091 Project No.1481001 fully funded. Alternatively,ALAMEDA C:l'C ADMINISTERED FUNDS may be shifted through an amendment to this AGREEMENT executed by the parties,which amendment shall incorporate a revised and updated Appendix A as described above. 2. ALAMEDA CTC and the PROJECT SPONSOR may jointly authorize an"Administrative Amendment"for any minor schedule revisions,deliverables,or budget revisions that do not increase the total ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT.Any change in the PROJECT scope of work must be approved by ALAMEDA CTC prior to implementation of the change by the PROJECT SPONSOR.Administrative amendment requests sent to A1.AMEDA C'FC must include a revised Appendix A: Project Control Information which reflects the requested changes by the PROJECT SPONSOR. 3. For the purposes of this AGREEMENT,(i}a"Contract"shall mean and refer to a third party agreement with the PROJECT'SPONSOR for services related to PROJECT,including agreements with another public agency,consultant firm,contractor or entity;(ii)"PROJECT SPONSOR Staff'costs include costs related to staff dedicated directly to manageinent,oversight,or development work on the project and may include direct costs including contracts for services,such as legal counsel,that are considered an extension of PROJECT SPONSOR Staff;(iii)"Capital"with respect to any Right-of-Way Capital phase shall mean and refer to the cost to acquire real property,access rights and other property interests;and(iv) "Agreement Expiration Date"shall mean and refer to the expiration date of this AGREEMENT. 4. Funds expended for work directly related to the phases of the PROJECT covered by this AGREEMENT prior to the applicable allowable start date identified in Appendix B:Alameda CTC Administered Funds Obligated by this Agreement will not be considered for reimbursement pursuant to this AGREEMENT. In all cases,reimbursable costs will be limited to those costs shown in Appendix A:Project Control Information,to be funded by ALAMEDA CTC as shown in Appendix B:Alameda CTC Administered Funds Obligated by this Agreement. 5. ALAMEDA crc ADMI.INISTERED FUNDS obligated by this AGREEMENT are subject to fund availability and any new requirements and policies imposed by ALAMEDA CTC.The AGREEMENT shall be amended,as necessary,to reflect the applicable requirements. 6. If additional local,state or federal funding is obtained to partially offset ALAMEDA CTC ADMINISTERED FUNDS planned for the PROJECT,ALAMEDA CTC ADMINISTERED FUNDS will not be transferred from the PROJECT until after it is ensured that all phases of the PROJECT can be fully delivered. ALAMEDA CTC ADMINIST'ERED FUNDS offset by additional local,state or federal funding shall be available for PROJECT only after all other funding planned for PROJECT,as described in Appendix A:Project Control Information,has been committed and/or encumbered to the PROJECT. 7.Should any portion of PROJECT be financed with federal or state funds,all applicable laws, rules and policies relating to the use of such funds shall apply,notwithstanding other provisions of this AGREEMENT. 8. For TFCA funds obligated by this AGREEMENT, this AGREEMENT is subject to the current BAAQMD-approved TFCA County Program Manager Fund Policies included in Appendix H: Transportation Fund for Clean Air Policies and Requirements and any new requirements imposed by the BAAQMD upon ALAMEDA CTC with respect to the TFCA funds distributed hereunder.ALAMEDA CTC Page 9 of 16 150 Alameda CTC Agreement No.A17-0091 Project No.1481001 will only distribute TFCA funds under this AGREEMENT to the extent the documented project costs are eligible under the applicable BAAQMD TFCA Policies. 9. The laws of the State of California shall govern this AGREEMENT. 10. All correspondence and communications will contain ALAMEDA CTC project number and name for PROJECT in a clearly identifiable location.For projects with TFCA funds obligated by this AGREEMENT,all correspondence and communications will also contain the TFCA project number as identified in Appendix H:Transportation Fund for Clean Air Policies and Requirements. 11. AI.AMEDA CTC reserves the right to conduct technical and financial audits of PROJECT work and records when determined to be necessary or appropriate and PROJECT SPONSOR agrees,and shall require its contractors and subcontractors to agree, to cooperate with ALAmEDA CTC by making all appropriate and relevant PROJECT records promptly available for audit and copying. 12. PROJECT costs incurred by PROJECT SPONSOR are only eligible for reimbursement on a pro- rated basis unless specifically provided for in Appendix A:Project Control.Information,and PROJECT SPONSOR is expected to concurrently seek reimbursement from the other sources shown in Project A: Project Control Information. Pro-rated basis,as used herein,equals the amount of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT to a phase,divided by the total funding for the phase, as shown in Appendix A:Project Control Information. For any Request for Reimbursement which includes such expenditures,PROJECT SPONSOR shall(i)report the total expenditures during the reimbursement period,(ii)indicate the percentage of the total expenditures for the phase expected to be funded by ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT,and(iii)request reimbursement for the dollar amount which equals the product of such total expenditures and such percentage.For TFCA funds obligated by this AGREEMENT,in the event reimbursement requests are greater than available funds due to delays in ALAMEDA CT'C's receipt of revenue from BAAQMD,available funds will be reimbursed to PROJECT'SPONSOR based on the percentage that the PROJECT cost bears to AI.AMEDA CTC's overall TFCA program revenue total until such time full funding is available. 13. ALAMEDA CTC approval of PROJECT SPONSOR submitted Requests for Reimbursement will be contingent on the submittal of progress reports and deliverables by PROJECT SPONSOR as required by this AGREEMENT. In the event that progress reports and deliverables are not complete and current,approval of Requests for Reimbursement shall be withheld until an acceptable remedy has been implemented and approved by ALAMEDA CTC.If PROJECT SPONSOR fails to submit the required deliverables or othenvise fails to meet the reporting and invoicing requirements of this AGREEMENT,ALAMEDA CTC.may deobligate funds from the PROJECT and this AGREEMENT. Not less than thirty(30)days prior to the effective date of any such action,ALAMEDA CTC will endeavor to notify PROJECT'SPONSOR in writing that the required deliverables,invoicing and reporting is overdue. 14. Request for Reimbursements submitted after the Agreement Expiration Date identified on Appendix B:Alameda CTC Administered Funds Obligated by this AGREEMENT will not be considered for reimbursement by ALAMEDA CTC unless an exception is requested by the PROJECT SPONSOR no less than sixty(60)days before the Agreement Expiration Date,and the exception is approved byALANtt?,DA crc. ALAMEDA CTC will deobligate any remaining ALAMEDA CTC ADMINISTERED FUNDS from PROJECT and. this AGREEMENT. Page 10 of 16 151 Alameda CTC Agreement No.A17-0001 Project No. 1481001 15. Each Right-of-Way transaction which is funded either wholly or in part with ALAMEDA Cl.C ADMINISTERED FUNDS shall be subject to repayment or reimbursement to ALAMEDA CTC under ALAMEDA CTC Policies in effect as of the effective date of this AGREEMENT,irrespective of the party holding title to the real estate which is the subject of the Right-of-Way transaction in question. The parties agree that Section III.16(a)through Section III.16(f),the provisions of which are intended to provide further detail regarding the application of such Policies,shall govern the extent to which such repayment is required and the conditions applicable to any such repayment. If such Policies are amended after the effective date of this AGREEMENT by ALAMEDA CTC,the PROJECT SPONSOR and ALAMEDA CTC shall execute an amendment to this AGREEMENT which incorporates the applicable terms of such revised Policies. 16. For the purposes of the following provisions,"ALAMEDA CTC Share"shall mean the percentage share of the original property purchase price funded by A1AMIDA CTC ADMINISTERED FUNDS i.e.,if the purchase was fully funded by ALAMEDA CTC ADMINISTERED FUNDS,ALAMEDA CTC Share shall equal 100°fo);any appraisal required under Section III.16(a)and Section III.16(f)only,shall be conducted at no cost to ALAMEDA CTC;"Fair Market Value"of a given property shall mean the net proceeds from the sale of such property if such sale occurs in an open market transaction or by auction,or the value of the property determined by an independent third-party appraisal of the property if some or all of the property is retained by PROJECT SPONSOR or otherwise transferred to any other party without an auction or open market transaction;and"CPI"means the Consumer Price Index,All Items for All Urban Consumers,San Francisco- Oakland,San Jose,CA. a. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition,and the PROJECT is cancelled or otherwise does not begin construction within three(3)years after the effective date of AGREEMENT(as such deadline may be extended by agreement between the parties hereto),then PROJECT SPONSOR shall,within one(1)year after such cancellation decision or the expiration of such. three(3)year period,reimburse ALAMEDA CTC for the greater of the following:ALAMEDA CTC Share of the property's Fair Market Value or the full amount of ALAMEDA CTC ADMINISTERED FUNDS used to acquire the property,as escalated by the increase in the CPI during the most recent period for which CPI data is available which is equal in length to the period between the date AI..,..TEDA CTC ADMINISTERED FUNDS were paid to PROJECT SPONSOR and the date reimbursement is made to ALAMEDA CTC. b. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition and only a portion of the acquired property is required for the PROJECT,and if the PROJECT begins construction within three(3)years after the effective date of this AGREEMENT(as such deadline may be extended by agreement between the parties hereto),then PROJECT SPONSOR shall,within one(1)year after PROJECT completion,reimburse ALA F.DA CTC for ALAMEDA CTC Share of the Fair Market Value of any property determined to be"excess property"after the completion of the PROJECT and disposal of the"excess property." c. If the PROJECT begins construction within three(3)years after the effective date of this AGREEMENT(as such deadline may be extended by agreement between the parties hereto), then except as provided in subparagraph(iv)below,no reimbursement is due with respect Page 11 of 16 152 Alameda CTC Agreement No.A 17-0091 Project No. 1481001 to any property interest acquired for the project using ALAMEDA CTC ADMINISTERED FUNDS if the entirety of the acquired property is required for the PROJEc T'. d. If PROJECT SPONSOR anticipates receiving net revenues (i.e.,rental or other income generated by the property,less reasonable costs for insurance,maintenance and related items)from any property acquired using ALAMEDA CTC ADMINISTERED FUNDS,PROJEC,1` SPONSOR shall notify ALAMEDA CTC on how PROJECT SPONSOR will use such revenue to offset other project costs,and document such revenue separately in project reimbursement requests. e. If PROJECT is suspended,PROJICI'SPONSOR shall pay all property management costs. f. Property that is required for the PROJECT and acquired wholly or in part with ALAMEDA CTC ADMINlsTERED FUNDS shall be available for PROJECI construction within ten(10) years of ALAMEDA CTC reimbursement to the.PROJECT SPONSOR. If,after ten(10) years, PROJECT has not been completed,PROJECT SPONSOR shall reimburse A.IAMEDA CTC Share of the fair market value of the property,based on the net proceeds from the sale of the property or an appraisal of the property conducted at no cost to ALAMEDA CI C,within one(1)year after the expiration of this ten (10)year period. 17. If condemnation procedures are required to obtain possession to Right-of-Way,Al. AMLDA CTC will consider the required deposit as an eligible cost and reimburse the PROJECT SPONSOR upon request. If the amount of ALAMEDA CTC reimbursement to the PROJECT SPONSOR is higher than ALAMEDA CTC Share of the amount of settlement in the final order of condemnation,the PROJECT SPONSOR shall pay ALAMEDA CTC the difference between the amount reimbursed and ALAMEDA CTC Share of the amount settled plus ALAMEDA CTC Share of the interest accrued to the deposit account. 18. PROJECT SPONSOR shall not initiate condemnation of any property until full funding for the construction of the PROJECT has been secured. 19. Reimbursement to PROJECT SPONSOR by ALAMEDA CTC for PROJECT Right-of-Way is limited to the following; a. The cost to purchase all real property required for the PROJECT free and clear of liens and/or conflicting easements,including the costs for preparation ofdocuments, negotiations and legal services. b. The cost of damages to owners of remainder real property not actually taken but injuriously affected by PROJECT. c. The cost of relocation payments and services provided to owners and occupants pursuant to the appropriate State laws and regulations(and net of any relocation payments provided by other sources)when the PROJECT displaces an individual,family,business,farm operation or nonprofit organization. Page 12 of 16 153 Alameda CTC Agreement No.A17-0091 Project No.1481001 d. The cost of demolition and/or the sale of all improvements on the right-of-way. Proceeds from the sale of any such improvements shall be credited to the PROJECT and used to offset PROJECT costs. e. The cost of all unavoidable utility relocation,protection or removal necessary for the completion of the PROJECT. f. The cost of all necessary hazardous material and hazardous waste treatment,encapsulation or removal and protective storage for which.PROJECT SPONSOR accepts responsibility and where the actual generator cannot be identified and recovery made. 20. If PROJECT SPONSOR materially breaches this AGREEMENT,including but not limited to failing to deliver the PROJECT within the schedule defined by this AGREEMENT without compelling reason, failing to file required progress reports in the time specified by this AGREEMENT,or failing to comply with applicable regulations,ALAMEDA CTC may either terminate this AGREEMENT or suspend payments to PROJECT SPONSOR until such time as PROJECT SPONSOR makes reasonable efforts to comply with this AGREEMENT. 21. Neither ALAMEDA CTC,nor its governing body or any officer,consultant,or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with the PROJECT. It is also understood and agreed,pursuant to Government Code Section 895.4,PROJECT shall fully defend,protect,indemnify and hold harmless ALAMEDA CTC,its governing body,and all its officers,employees,agents,representatives,and successors-in- interest,against any and all liability,loss,expense,including reasonable attorneys'fees,or claims for injury(as defined in Government Code Section 810.8)or damages occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT,including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT.If TFCA funds are obligated by this AGREEMENT,PROJECT SPONSOR shall also fully defend,protect,indemnify and hold harmless BAAQMD, its governing body,and all its officers,employees,agents,representatives,and successors-in-interest,from any liability imposed on.BAAQMD for injury(as defined in Government Code Section 810.8)occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT'. 22. Neither PROJECT SPONSOR,nor its governing body or any officer,consultant,or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by ALAMEDA CTC under or in connection with any work,authority or jurisdiction delegated to ALAMEDA CTC under this AGREEMENT. It is also understood and agreed,pursuant to Government Code Section 895.4,ALAMEDA CTC shall fully defend,protect,indemnify and hold harmless PROJECT SPONSOR, its governing body,and all its officers,employees,agents,representatives,and successors-in-interest,against any and all liability,loss,expense,including reasonable attorneys'fees,or claims for injury(as defined in Government Code Section 810.8)or damages occurring by reason of anything done or omitted to be done by ALAMEDA CI`C in connection with PROJECT,including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT. Page 13 of 16 154 Alameda CTC Agreement No.A17-0091 Project No.1481001 23. Nothing in the provisions of this AGREEMENT is intended to create duties or obligations to or rights in third parties not party to this AGREEMENT. This AGREEMENT gives no rights or benefits to anyone other than AF.AMEDA C1'C and PROJECT SPONSOR and has no third-party beneficiaries. 24. All legal actions by either party against the other arising from this AGREEMENT, or for the failure to perform in accordance with the applicable standard of care,or for any other cause of action,will be subject to the statutes of limitations of the State of California. 25. Should it become necessary to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to recover reasonable expenses and attorney's fees from the other party. 26. This AGREEMENT shall terminate upon the Agreement Expiration Date identified in Appendix B:Funds Obligated by this AGREEMENT unless this AGREEMENT is extended by mutual agreement of the parties. Notwithstanding the foregoing,Sections III.21 and Section 111.22 shall survive the termination or expiration of this AGREEMENT. 27. This AGREEMENT,including its Recitals and Appendices,constitutes the entire AGREEMENT.This AGREEMENT may be changed only as allowed in Sections III.1 and Section 11I.2 of this AGREEMENT or by a written amendment executed by both parties. Signatures on the next page] Page 14 of 16 155 Alameda CTC Agreement No.A17-0091 Project No.1481001 CITY OF DUBLIN ALAMEDA COUNTY PROJECT SPONSOR)TRANSPORTATION COMMISSION ALAMEDA CTC) 3 By: By: Christopher L.Foss Date Arthur L.Dao Date City Manager Executive Director Recommended Recommended By: By: Gary Huisingh Date Vivek Bhat Date Public Works Director Director of Programming and Project Controls Reviewed as to Budget/Financial Controls: By: Patricia Reavey Date Deputy Executive Director of Finance and Administration Approved as to Legal Form: Approved as t. Legal Form: By: By: John Bakker Date Wend e l, .,en,Black&D uT Date Legal Counsel to CITY OF DUBLIN Legal 0'ounsel to ALAMEDA CTC Page 15 of 16 156 Alameda CTC Agreement No.A17-0091 Project No. 1481001 LIST OF APPENDICES APPENDIX A: PROJECT CONTROL INFORMATION Appendix A-1 Project Description Appendix A-2 Project Phase Descriptions Appendix A-3 Project Milestone Schedule Appendix A-4 Project Responsibility Checklist Appendix A-5 Project Funding Summary by Phase and Fund Source Appendix A-6 Project Phase Cost Detail and Special Considerations Appendix A-7 Permits/Agreements/Coordinating Agencies APPENDIX B: ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT APPENDIX C: ALAMEDA CTC REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS Appendix C-1 Request for Reimbursement and Progress Reporting Frequency Requirements Appendix C-2 Sample Alameda CTC Request For Reimbursement Instructions and Forms Appendix C-3 Sample Alameda CTC Progress Report Format Appendix C-4 Sample Alameda CTC Final Report Format APPENDIX D: ALAMEDA CTC FUNDING SHIFT APPROVAL FORM APPENDIX E: LOCAL BUSINESS CONTRACT EQUITY PROGRAM APPENDIX F: TASK DELIVERABLES AND DUE DATES APPENDIX G: PROJECT PERFORMANCE MEASURES APPENDIX H: TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS Appendix H-1 TFCA Project Number and"Years of Effectiveness" Appendix H-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix H-3 Minimum required insurance for TFCA-funded projects Appendix H-4 Annual Interim(Progress)Report to BAAQMD for TFCA-funded projects Appendix H-5 Final Report to BAAQMD for TFCA-funded projects Note:Appendix H is only included and attached to this AGREEMENT if TFCA fiends are obligated and applicable to AGREEMENT. Page 16 of 16 157 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX A PROJECT CONTROL INFORMATION Appendix Index Appendix A-t Project Description Appendix A-2 Project Phase Descriptions Appendix A-3 Project Milestone Schedule Appendix A-4 Project Responsibility Checklist Appendix A-5 Project Funding Summary by Phase and Fund Source Appendix A-6 Project Phase Cost Detail and Special Considerations Appendix A-7 Permits/Agreements/Coordinating Agencies Appendix A—Page 1 158 lameda CTC Agreement No.A17-0091 Project No.1481001 A Pr APPENDIX A-I PROJECT DESCRIPTION Project Title: Iron.Horse Trail Crossing at Dublin Boulevard Project Description: This project twill build a bicycle and pedestrian bridge over Dublin Boulevard in order to connect two segments of the Iron Horse bail. I his bridge will create a total separation bettiveen cars and buses with bicyclists and pedestrians.This will eliminate the possibility of motorized vehicles and pedestrians having a collision,making this segment of the road safer far all users.This bridge will.also be aesthetically pleasing in order to attract users and improve the user's experience.The bridge will also connect BART to Dublin in a safe manner,encouraging recreational users of the Iron Horse Trail and the opening of local businesses to promote Dublin's economy.This safe and fast route of crossing the Iron Horse Trail will promote walking and bicycling for both recreational and commuting purposes in Dublin, encouraging the shift from motorized vehicles to alternative forms of transportation. Project Map Project Location{See w. x\ x t x Next Page for Uetalls} a t T.1„,:ro!,, t,t4i-k',01,"*...'' t: 4 , 44. --* N4'11' ° /: — ublingt,tt, ," . '', • ., ,' rr° f ay$` t tll i ''''''y . '',..,„„,,,,l/-; , -*" ,, a,,, .',. Transit CenterfQubbn """j crosvngs PDA t ,„ interstate 5. . i p„..,,,,_, mot' 3< Oublin(E easantan Transnc.KeJ4vt3a 1 r:°t'' 41 C nzsxysPOA r v';C3jsTfN-,, t”' BART station g, 'AtY,' e,... , jAA t}Ut7alr7 aivd 11111! raw emi "i t lr t fe t 1 1 Appendix A-Page 2 159 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX A-2 PROJECT PHASE DESCRIPTIONS The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below: PRELIMINARY ENGINEERING/ENVIRONMENTAL Includes preliminary engineering/environmental activities associated with the project development and applicable environmental clearances)for the Iron Horse Trail Crossing Project. FINAL DESIGN(PS&E) Includes review and approval of design criteria,concepts,and other parameters leading to the construction of the Project. Appendix A—Page 3 160 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX A-3 PROJECT MILESTONE SCHEDULE Begin End Phase/Milestone Mo/Yr) Mo/Yr) Preliminary Engineering/Environmental Studies 11/2017 12/2018 CEQA Approval 11/2017 12/2018 NEPA Approval if needed) 11/2017 12/2018 Final Design(Plans,Specifications and Estimate(PS&E)) 06/2018 06/2020 Right-of-Way Acquisition(need to determined as part of the final 06/2018 06/2020design) Construction 10/2020 10/2022 Appendix A—Page 4 161 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX A-4 PROJECT RESPONSIBILITY CHECKLIST Project Responsibility Checklist:The table below identifies specific project responsibilities of the ALAMEDA CTC and the PROJECT SPONSOR for implementing the PROJECT contained in this AGREEMENT. Appendix A4 is not applicable to ibis AGREEMENT. Appendix A—Page 5 162 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX A-5 PROJECT FUNDING SUMMARY BY PHASE AND FUND SOURCE PROJECT FUNDING SUMMARY BY PHASE AND FUND SOURCE Alameda CTC PHASE Administered Funds Other Total Reimbursement 2014 Measure BB Funds Funding Ratio Percentage TEP-42 Preliminary Engineering/Environmental 166,000 $30,000 $ 196,000 84.69% Final Design (PS&E) 1,128,000 $ 198,000 $ 1,326,000 85.07% Total Funding 1,294,000 $ 228,000 $ 1,522,000 Notes: 1. PROJECT SPONSOR shall be reimbursed eligible costs in the percentage of Total ALAMEDA CTC ADMINISTERED FUNDS to Total Funding per the Reimbursement Ratio Percentage for each phase.Each Alameda(n-c Administered Fund amount identified is a not-to-exceed amount.The Reimbursement Ratio is defined as ALAMEDA Clr, ADMINISTERED FUNDS over the Total Funding. Appendix A—Page 6 163 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX A-6 PROJECT PHASE COST DETAIL This Project Phase Cost Detail summarizes the total cost for each phase with ALAMEDA CTC ADMINISTERED FUNDS obligated in this AGREEMENT. PROJECT PHASE COST DETAIL PRELIMINARY 2014 ENGINEERING/ Measure BB Total ENVIROMENTAL TEP-42 Other Local Cost SPONSOR STAFF COSTS Sub-total Sponsor Staff Cost $ 30,000 $ 30,000 CONTRACT COSTS Various Contracts 166,000 $ 166,000 Sub-total Contract Cost $ 166,000 $ 166,000 Total Phase Cost $ 166,000 $ 30,000 $ 196,000 Std+Contract Carts) PROJECT PHASE COST DETAIL 2014 FINAL DESIGN(PS&E) Measure BB Total TEP-42 Other Local Cost SPONSOR STAFF COSTS Sub-total Sponsor Staff Cost $ 60,000 $ 60,000 CONTRACT COSTS Various Contract 1,128,000 $ 138,000 $1,266,000 Sub-total Contract Cost $ 1,128,000 $ 138,000 $ 1,266,000 Total Phase Cost $ 1,128,000 $ 198,000 $ 1,326,000 Staff- Contract CoJts) Appendix A—Page 7 164 Alameda CTC Agreement No,A17-0091 Project No. 1481 001 APPENDIX A-7 PERMITS/AGREEMENTS/COORDINATING AGENCIES A list of permitting agencies,required agreements and coordinating agencies is included in this appendix. Per Section 1.23 of this AGREEMENT,PROJECT SPONSOR shall obtain all state,local and federal permits and approvals for work,including environmental approvals in accordance with the National Environment Policy Act(NEPA)and the California Environmental Quality Act(CFQA),as applicable. PROJECT SPONSOR will comply with all applicable state and federal laws and regulations. COORDINATING AGENCIES: Alameda County Public Works Agency(ACPWA) Alameda County Transportation Commission(ALAMEllA CTC) Zone 7 East Bay Regional Parks District BART Appendix A—Page 8 165 Alameda.CTC Agreement No.A17-0091 Project No.1481001 APPENDIX B ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT The following Table B-1 identifies the ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT and establishes a unique allowable start date for each obligated fund source. TABLE B-1 FUNDS OBLIGATED BY THIS AGREEMENT AND ALLOWABLE START AND EXPENDDITURE DEADLINE DATES Fund Fund Commission Allowable Expenditure Obligated Source Subset Phase Approval Start Date Deadline Date Amount Date 2014 MBB TEP-42 PE/Env 4/27/17 7/1/2017 The Agreement 166,000 Final Deli Expiration Date tents 2014 MBB 42 gn 4/27/17 7/1/2018 as theexPernfitern 1,128,000 1.S&E) dead/hit Total Alameda CTC Administered Funds Obligated by AGREEMENT: $ 1,294,000 Agreement Expiration Date: December 31,2020 Notes: 1. ALAMEDA CTC reimbursement amounts by fund source for PROJECT shall not exceed the total amount obligated by this AGREEMENT,by fund source. 2. The Commission Approval Date is the date of the Commission Meeting that authorized and approved the allocation. 3. The Allowable Start Date identified for each fund source is the earliest date to incur eligible reimbursable costs.Any costs incurred on the PROJECF before this date will not be eligible for reimbursement under this AGREEMENT. 4. The Expenditure Deadline Date identifies is the last date to incur eligible reimbursable costs. Any costs incurred on the PRojEcr after this date will not be eligible for reimbursement under this AGREEMENT. 5, The Agreement Expiration Date shall mean and refer to the expiration date of this AGREEMENT. 6. For TFCA funds obligated by this agreement the identified Expenditure Deadline Date in the above table is two(2)years from the date of the first receipt of funds by the ALAMEDA CTC from BAAQMD,unless an extended deadline is approved at the time of programming or an extension has been approved by the ALAMEDA arc.Extended deadlines will be reflected in the above table. Appendix B-Page 1 166 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX B(CONT.) Reimbursement-of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT shall be in accordance with the Drawdown Limitation Schedule below. TABLE B-2 ALAMEDA CTC ADMINISTERED FUNDS REIMBURSEMENT-DRAWDOWN LIMITATION SCHEDULE Quarterly Cumulative No. Fiscal Year Quarter Fund Source Drawdown Drawdown Limitation Limitation Amount Amount 1 FY 17/18 Any 2014 NIBB 166,000 $ 166,000 2 FY 18/19 Any 2014 MBB 564,000 $ 730,000 3 FY 19/20 Any 2014 MBB 564,000 $ 1,294,000 Notes: 1. Fiscal Year(FY)begins July 1 and ends June 30. 2. Quarter 1 begins July 1 and ends September 30;Quarter 2 begins October 1 and ends December 31;Quarter 3 begins January 1 and ends March 31;and Quarter 4 begins April 1 and ends June 30. 3. ALAMEDA CTC shall endeavor to transmit payments to PROJECT SPONSOR following a receipt and approval of a Request for Reimbursements)by the PROJECT SPONSOR. 4. Actual reimbursements from ALAMEDA CTC to the PROJECT SPONSOR shall not exceed the Cumulative Drawdown Limitation Amount without Alameda CI'C's written approval.Any portion of a reimbursement request,which exceeds the applicable Cumulative Drawdown Limitation without such prior approval by ALAMEDA CTC shall be deferred until the following quarter. Appendix B-Page 2 167 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX C REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS Appendix Index Appendix C-1 Request for Reimbursement and Progress Reporting Frequency Requirements Appendix C-2 Sample Alameda CTC Request For Reimbursement Instructions and Forms Appendix C-3 Sample Alameda CTC Progress Report Format Appendix C-4 Sample Alameda CTC Final Report Format Note: The latest electronic versions may be obtained from http://www.alatnednoc„orgiapp paws/view/8066. The format and content required are subject to change. Appendix C—Page 1 168 AIameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX C-1 REQUEST FOR REIMBURSEMENT AND PROGRESS REPORTING FREQUENCY REQUIREMENTS The below table establishes the required minimum frequency for Requests for Reimbursement and Progress Reports. Requests for Reimbursements and Progress Reports are required either monthly,quarterly,or semi-annually,as indicated below with an"X". REQUEST FOR REIMBURSEMENT AND PROGRESS REPORTING FREQUENCY AND DUE DATES Frequency Required Minimum Frequency Period Covered Due Dates as(baked) Monthly One month By 30 days of end of billed once envy month) activity Quarterly Quarter 1: 7/1—9/30 By October 31st once eueg 3 months) Quarter 2: 10/1 —12/31 By January 31st Quarter 3: 1/1—3/31 By April 30th Quarter 4: 4/1—6/30 By July 31st Semi-annually Quartets 1&2: 7/1—12/31 By January 31St once every G months) Quarters 3&4: 1/1—6/30 By July 31st Annually Fiscal Year: 7/1 --6/30 By September 30th. I k'C.A Annual Report) Final Request for Any work period eligible Must be submitted prior to the Reimbursement under Appendix B. Agreement Expiration Date. Notes: 1. For all projects,the maximum frequency for Requests for Reimbursement are one(1)per month. 2. If no costs were incurred during the reporting period,a progress report for the corresponding period is still required. 3. TFCA funding requires annual reporting to BAAQMD in addition to the minimum required frequency for Alameda C"£C progress reports and invoices.See Appendix II for TFCA-specific report forms. 4. Requests for Reimbursement must be submitted prior to the Agreement Expiration Date in order to be eligible for reimbursement. Appendix C—Page 2 169 Alameda crc Agreement No.A17-0091 Project No.1481001 APPENDIX C-2 SAMPLE ALAMEDA CTC REQUEST FOR REIMBURSEMENT INSTRUCTIONS AND FORMS i.,,.,A is,,,.fOTtA 3 1,-445 CU 5A^'"rtttN h+A Request far Reimbursement Summary rte,.. Win. a,.++r+n .Prrw.dfra' M. fs RC Ai°+iasN Fa*R OtsLwa,Sles+ Nfss. OW,' 0C455, 1111.1111111.11 rt 3 e l.u.ee`.. zaa uw-.a..sM 4. - 1. n !. x mr agy.t M>, lz ...•• w ... ...Aka 11 e I 1 t ®' 1!© . YS-..»a..Q r.n..".ke++..s e FORM 2 SPONSOR COST DETAIL twist Cps..., a 55X tetFP5-LtiaO fimat,t,t Ft._ C r.-rt tic C Pe*.It.-54•51454 O sr«-a:vo.c 15,-,•,‘ ifmxs•1.1 I SECTION A SPONSOR SEW TIME COST DETAIL Onaul S x>.,&. swnwtr Ai,n mnC oA.r tout Aa.,asa.tTCT4:dea CRxur Ma Willi 1Li\X4k ' ' K i.utCwb 5k ' a NW . t 4a 0C Otis $ 5 Oao $ S 5 Ow $ S 5 000 S S 5 NE 5 S 5 aw 5 5 5 0 T 5 5 5 aw 5 5 5 000 5 5 5 Totel Staff eoeb $ 5 - 5 • i SECTxxt 9:SOON-SOROIRECT COSTSta:cus.....ve.tr..m°an c_<w..xc-Art et,rot..-yrz PANE/ Ahmed..CT[ dAaW\mdor trG!Oesta an r#Cest 0011.1013dKa'e.dedt.rte NNW 5 5 - 5 - 5 - S S sn $ SAO $ tae. S 5 ToNICAtettfotb ,5 SOS S 500 5 Than A t >-.-e • OIKNAQMR 5 San I s S.aa,s SGCOI s>1 r• %' b .le.or a-.':.«n v",t Ia?reRaHm:ki.'RxFV.-'>1 ec Cc.e• $ i 3..st.xas- -,..e.r..aa a ..w.e.1.-a.,-e:pa IttdArAAN di/s3.nla,!-trs k•:efll /.Y.M* Ia iks€( Appendix C—Page 3 170 Alameda crc Agreement No.A17-0091 Project No.1481001 FORM 3 SPONSOR STAFF RATE SHEET hood spats. a 1.5.050.5[IC 34e.5.5se.h55.1 0000 N,50: 0 150110 Ka-(All*0 0 1-ersa: 0 Spoent05 4o4‘ Frksar f axe A15500,R treat.Urn<0.10 05.541.1 1504551 Staft Rale Ada hOjitt 15055.1 01.5-055 004 t 555 (SI 140 00 03 70075 S 70 COS S 70.074 S loccrA S 70 S • 70.C.05 5 MOD% 5 10,07S S 70,105 10.0)55 S 70074 701(04 5 70 105 S 70075 70505 5 70 f:051 5 700)55 S 70.0:15: MOCK S 70.0.1.: 70005 0.075 S 70075 10,075 _ e.ma's con,.. yo.nos cosm sow 1011014 0.M0r111101.1.... as< trrwerlyas MAW 41.00.3.11 km... M.,.tWier Orova11,00.Atorial..* 55.555,5 0555t5.5....5<55550,55. I els law fl p•1 C0az 0 450 1' 5. 0. 00 15 5.5 t • $ pet, 01 Sia.4,11171400110.‘11WAIVA I.,bum 1. • • so ram, adv.-•M tan t.64'-.1alta WM • 1 - *KS OA ho tan. 5.5155-0505.0 1,41•••leas Told f.1,1* 4: fly". cm Appendix C—Page 4 171 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX C-3 SAMPLE ALAINMEDA CTC PROGRESS REPORT FORMAT ype-f.m a.0-.en.er.vca C,AOSS@VCN6 TOROK.LiM.SCHIPM.iAJ(NUA9C[SISASUOIS iROIECT PRO,IRESS At PORI p m.xs.nea a¢sevu.:t.9 r•V.aotesr x.GHspar.R C,04 47 re;VYgm N S44:w••R WWI pI1[..__........._.............._... 4.4.__4.4.. D Sc.pt iMURT MAWR Rztttd Cr. 4._4.4.4. p Sdrrle t+CIRMV iOt D reare...a.YMa—. OiTV:tfY.00 M.ro..mrat SRn,Y'+a/+l+tsS YSdM tmrT rrr:..,wgr.+.s....ve<:5rc kei h.calr..:i-rn!.^..a Jn.r.w dc,.rr. livtspta+t'gt.a+..rr went.44.-mee 4.}lIT>Tafa.a,uuSP AVM Milli n.x,a«.....:z^0AvtrYArx fen.14-,,.+u. Tv MTENTOICSAVS a Mtmtep.,sh nb4en440414Ia1v44414 SIC.»aaa}Y Mlfl -"r: '+:asn p Ilnea-env h.Sc•trif-,,IOa+a,Ka C wt:srYt412:.«4.1. E .; 1 t D tnxa.tpV bummed PrlrYSaYS NartNS OC{aTNYRt:r:'Sl ar,. n,.ee a.P....Vf -...rrri:.411NcR.:$dF.MYCtam wta.haft@ PT.iaa• s44i23a11:a,nita 4,4c.r.-*.t Acnous S.tYIENWII%LSAR9tflU W.SSVTNSY t ti Gdn.na 11.41.$1,4 1014 r A I 4..4._4.4.... _ TAS t,Nuh:Y.M a+G.'S N{t1't 7..Vbi Y.ITV FEW+FMIN IS L Nit m6<,it Oe Eten-S«e:a'St:{:k•t.a 141 C 5.«f•,•,w,•54fanc•...Alr CaFail^#aS..y,,..0 C hriati.a .Aw i4.P.RtW S..s^+.ea,.t.b9W7^dr.•p.:Ye'*x14.5.64... oaaseumM Ntl.rasxwYOn 4.4..4.4._.. 4.4.4.4... ..4.4.4..4.._._ Ck4.'SabAN•+H P+r rreNlen..?ta my 04rt.3a.as.R.1st,wcr, orrA le Yext!hY.W -Sallrt lJCv.arAfl w C Pas.dOt rcl 1 1 savaaYleIa MU.L_.c PEORESS tYGR IPK. S.s.aor.CAMgila'6SAs 7111V.gM44/01,4. C hae Mterav Wav ta.r+re,..atn.+al4Ne9 bi- C hamstIt ..44waa 1..yro R»liras rd.Jd:.m..tYah}r x.. ne.w+.a, •Ya.s+.aYa......e<...Na.u.v a-.aa..•.,t...1. t-bxev Wn..n Tv pi`a..avraad r.N.yr.;. An.w.tv+s.sr..a.rerw TO* .1..rxt»Y»s fl nesse nowt. nHa tn. naa. >y v a Ai. Yt<Y t r ) } ISn a$fsVtl i Edq wtxt Tye{ Pete t,1 ri •••v.-+.f+Y,..1 IS S i S •t a ML. lAf>Wx. yv..N• T YS { {f S 8 I E t 3 t1 t nxr.tsvpi..r S S _2 1 4.4.4...4.4.4.4.. 4.4.4.4... m}aawb--.awrM+w..N}t'ae'+F:saeSwAtIMN.v'.r 4irw. t.•04 t,var n..y. t st•xt Appendix C—Page 5 172 Alameda CTC Agreement No.A17-009I Project No. 1481001 APPENDIX C-4 SAMPLE ALAMEDA CTC FINAL REPORT FORMAT 3.W114.0012f tiXtiFTS Kai RIPON trafiak•&,efeclureba Op*.beArfeseamtrso. MR DU OMR!F1ROIECT fOROMUlt Pt4A.S3tH MitatKlifOlt — VASSOt ft3011.0 NOM 4,Riatfill.001Mil httatitt0 SWAM 1,00:1L-7 Rt5C.FrION Tat3.1 sr.14431.-afte.pan n,irn,a re,* C-ht, 4a Veasve s.41rvUleNorri1tr x•wiq 1111 111 111111111111011110...1.1111 X StNAWISITIOCIICIECTORNTIVVUSTOMS 11= to,r•irApfernoteosfav,orAtavals.eranorearArtitgrAttlyatb,..vel L tam ar+.44,m44344. rtsklarstka 0,040,4,4 r***.hdowle 4,4 mactremosisnlitos NO< W•as.f tEr.a Z woe tcesixs tc,„ror4 rtv Kr IIKA.,A.a..........p.4*,.....2,110-V6ps001.-3..a0stsdIget. C41.44Pailr.z5= 41,ka`a., to to vs,Itmlvvs.rqnrta Ac4a.pusi FaWcall,e, ssa owl saes.ea et es.,nr4 6, et* L 1.01.10MILIAMAY 1.amssivuswesimsemstswas Ali awl&SIC 06.10. IMINIIIIIMZUSZra=5/3= 1SEEINIMMILMIIMSts. ltkros MR. 1111 Vt. CA:e.--/..s. 3 11101 111111.111111111, EIBMINIM111111' s I.IRMILMINIPAR tagel,s Appendix C—Page 6 173 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX D ALAMEDA CTC FUNDING SI-IIFT APPROVAL FORM AL%MEDA d c fUNDIK(:St I IfT APPai U.FOAM AOSIINISTR STI\'F.MIF\D'WNT ND.[X) rn the Sear•.:1111.1 of the A 0. T3...?il".tXtaSttu»ts :41.k": 9'f .onrr„ by ties Ai:FEEI EH7 ray Ise slut d hr'xeen the phaseses.,t the I'pst.JtE:i l'eos'eTrd by tins ALT?EI•MNT.at btL .nt aetirrtics in tit. r.tm.}tease of the PROJECT.7h..1 indtttf:s situp funding oNa;3•tti..ns tx.:w c,: Pt LASIiS,Ii•col -ors.u:d..;obl.tatiota b t- e'. wr:crnra•t•"oft!• ,411,0r Sttlir c A. The +.-iH_'t'Sf'. ;.. moo::01Ohrnn:11.-1.1tl t:Tr:valo n ultlxova lafloatla:ve:thrruzh:o:opintion anti nrhnattal r.'Al Al.!lfaaa tint this born::Al-i.t?--A' Shat P.-m Ie a raise.'and srpiu ed.,ppcndis A-Protest Gnthol I::Iat lrn to the.fi.:P.B .1.1111:T wit:eh relket<the requested'sit*4 the tintdumob:iratiois leh•,:size.l by yeti_1t".:ClE iat'1'alai dz iiuntrete:d...st the plate or 4.11%tri lion Wiestt der funds writ,,hc`e.!:tout,iiJs Canine'. The purpose of this Antendutent No.[Insert No.1 is to document the PROJECT SPONSOR'S request uJ Alameda CTC'rpptus.l of der,hal of ALA\I ETD.t CTC ADMINISTERED rtNDS ohlypations reflected in the tahle(s) elow Alld in the revised Appendix A-Pmjcet Control information sand Appandi't3:MASH-11A CTCADSUNISTKIntit Flo vlxs alligator]by this Ax:xtZ\srner. Sponsor. Project 1o.: Agrecmcnt Nn. Project Description: Date act-meth PHASES) Alla id9t,,flrriwe,.6,46 014 Apyxitda A:Pre/vet Canso!LUismation App eixiis B:_iLr::CC a CTC CsL ltTf E.?$r l r StAlgatcr.1 hi this AtF?liE11EI iT SPONSOR A1AMIn•s CTC Rsqur trd ley: Appnosed A..th AuII omxd Srptsnrze:St,-:apse: Date. t3ur. Appendix D—Page 1 174 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX E LOCAL BUSINESS CONTRACT EQUITY PROGRAM Per Section I.14,the Project Sponsor shall abide by the current Alameda CTC Local Business Contract Equity program requirements referenced here: hrtp:I/www.alamedactc.org/app p 'e /vkw/4543 Appendix E—Page 1 175 Alameda CTC Agreement No.A17-0091 Project No. 1481001 APPENDIX F TASK DELIVERABLES AND DUE DATES Project Task Deliverables and Due Dates:The Task Deliverables and Due Dates table below shows deliverables and due dates,if any, for the phases listed in Appendix A-2 Project Phase Descriptions that contain ALAMEDA CTC ADMINISTERED FUNDS. Task Deliverables and Due Dates Task Deliverable Deliverable Deliverable Due Date to Alameda CTC 1 Progress Report No. 1 (July-December,2017) January 31,2018 2 Copy of City resolution to award consultant work(PE/Env)January 31,2018 3 Progress Report No.2(January June,2018)July 31,2018 4 Progress Report No.3(July-December,2018)January 31,2019 5 Progress Report No.4(January June,2019)July 31,2019 6 Progress Report No.5 (July-December,2019)January 31,2020 7 Progress Report No. 6(JanuaryJune,2020)July 31,2020 Copy of final plans and specifications(PS&E)or City resolution 8 accepting the final plans and specifications (can be included with By the Agreement Final Report). Expiration Date By the Agreement9FinalInvoiceExpirationDate 10 Final Report By the Agreement Expiration Date Notes: 1. Task Deliverables shall be received and approved by the Alameda CTC prior to Alameda CTC releasing a payment for a Request for Reimbursement Appendix F-Page 1 176 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX G PROJECT PERFORMANCE MEASURES Project Performance Measures:The Project Performance Measures and Targets describes what outcome- based performance measure(s) the PROJECT SPONSOR plans to evaluate to ensure that the project/program is meeting its objectives. Project Performance Measures and Targets Performance Outcome Improve bicycle and pedestrian access across Dublin Boulevard while using the Iron Horse Trail. Encourage non-motorized transportation for both commuting and recreational purposes. Improve safe routes to schools programs—specifically students that live in the Transit Center or commute from BART.Students will be able to have a faster commute and cross Dublin Boulevard without interacting with cars. Improve transit access and general congestion relief. Note: 1. Improvements are expected to achieve,as best as possible,the performance measures targets and/or project outcomes as established herein. Appendix G—Page 1 177 Alameda CTC Agreement No.A17-0091 Project No.1481001 APPENDIX H TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS Appendix H only included and attached to this AGREEMENT if TFCA J;IH s are obligated and applicable to AGREEMENT. Appendix H not app//cable to this AGREEMENT Appendix H—Page 1 178 Attachment 5 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 Number ST0118ProgramSTREETSESTIMATED COSTSPRIOR YEARS 2020-2021 BUDGET 2021-2022 2022-2023 2023-2024 2024-2025 FUTURE YEARS TOTALS9100 $17,475 $137,985$155,4609200 $816,193 $1,603,347$2,419,5409400 $9,016,979$9,016,9799500 $2,460 $10,000$12,460$836,128 $10,768,311$11,604,439FUNDING SOURCEPRIOR YEARS 2020-2021 BUDGET 2021-2022 2022-2023 2023-2024 2024-2025 FUTURE YEARS TOTALS2201 $12,325 $432,715$445,0402204 $587,980$587,9802205 $100,000$100,0002207 $856,419$856,4192215 $100,000$100,0002217 $660,320 $5,384,680$6,045,0002218 $1,500,000$1,500,0002220 $163,482 $806,518$970,0004401 $1,000,000$1,000,000$836,128 $10,768,311$11,604,439ANNUAL OPERATING IMPACT $50,000 $50,000 $50,000MiscellaneousTOTALState Gas TaxTOTALMeasure RR - Safe Routes to BARTDublin Crossing FundTFCA/Transportation for Clean AirMeasure B Sales Tax - Local Streets Fund (ACTC)Measure B Sales Tax - Bike & Pedestrian Fund (ACTC)Measure BB Sales Tax - Bike & Pedestrian FundMeasure BB GrantsRoad Maint. & Rehab. Account (RMRA)Contract ServicesImprovementsIRON HORSE TRAIL BRIDGE AT DUBLIN BOULEVARDSalaries & Benefits2020-2025 CAPITAL IMPROVEMENT PROGRAMPROJECT DESCRIPTIONThis project provides for the planning, design, and construction of the Iron Horse Trail bridge for bicycles and pedestrians over Dublin Boulevard. The project will construct a truss arch bridge consistent with the Iron Horse Trail Feasibility Study and preliminary bridge design, approved by the City Council on November 7, 2017. The bridge will provide safer and easier trail access, including access to and from the Dublin-Pleasanton BART station. The Alameda County Transportation Commission (ACTC) approved an allocation of $1,294,000 of Measure BB discretionary funds in Fiscal Year 2017-2018 for the bridge design and environmental clearance. On June 17, 2019 ACTC approved additional funding in the amount of $4,751,000 of Measure BB and $856,419 of Transportation for Clean Air funds for the construction phase of the project. The project will also receive funding of $1,000,000 for construction from a Developer contribution from the Boulevard Project. Fall 2020 BART approved $1,500,000 of Measure RR Safe Routes to BART Grant for the construction phase of the project.ANNUAL OPERATING IMPACT: $50,000MANAGING DEPARTMENT: Public WorksAttachment 6511