Anaheim City Council
October 4, 2022

City of Anaheim

DEPARTMENT OF PUBLIC WORKS

Anaheim City Hall
200 S. Anaheim Blvd.,
Suite 276
Anaheim, CA 92805

TEL (714) 765-5176
FAX (714) 765-5225

www.anaheim.net

July 6, 2022

To: Prospective Consultants

Subject: Request for Proposal (RFP) for the Citywide Safe Routes to School Sidewalk Gap Closure Project: Engineering Services Federally Funded Project – Active Transportation Programs (Cycle 4)

The City of Anaheim is seeking a consultant to provide engineering services for the Citywide Safe Routes to School Sidewalk Gap Closure Project. The project is located at various locations throughout the City of Anaheim, all located within one-half mile of school entrances along Acacia Street, La Palma Avenue, Frontera Street and Santa Ana Canyon Road. The details of the work are further delineated in the attached Scope of Work and Exhibits.

The RFP and all the attachments are available online, and can be accessed at the link below:

https://pbsystem.planetbids.com/portal/14424/bo/bo-detail/95027

The successful Consultant shall be required to enter into a contract with the City of Anaheim in the form approved by the Anaheim City Attorney. Your proposal and a completed and signed original Conflict of Interest Form and Caltrans forms for the Consultant’s Agreement are due no later than 5:00 PM on Friday, July 29, 2022. Four (4) hard copies of each independent Proposal and one (1) digital file on a labeled USB Flash Drive (or equivalent) of y our proposal shall be provided. The Proposal shall be signed by a company official with the power to bind the company and submitted to the City of Anaheim. The Fee Proposal shall be submitted separately in a sealed separate envelope and delivered to:

City of Anaheim
Public Works Department, 2nd Floor
200 S. Anaheim Boulevard
Anaheim, CA 92805
Attn: Megan Hajimomen, Associate Engineer

Should you have any questions or need additional information, please contact Megan Hajimomen at (714) 765-5100 x5818.

Sincerely,

David K. Mori, Esq., P.E.

Engineering Manager

cc: Carlos Castellanos
Ellie Yazdani
Cesar Carrillo

Citywide Safe Routes to School Sidewalk Gap Closure

REQUEST FOR PROPOSALS (RFP)
FOR

ENGINEERING SERVICES FOR THE

CITYWIDE SAFE ROUTES TO SCHOOL

SIDEWALK GAP CLOSURE PROJECT

FEDERALLY FUNDED PROJECT – ATP CYCLE 4

ACCOUNT NO.: 276-412-K955-7892
RCP NO.: RCP2020-17725
FEDERAL AID PROJECT NO.: ATPSB1L-5055 (194)

CITY OF ANAHEIM
Public Works Department
200 S. Anaheim Boulevard
Anaheim, CA 92805

David K. Mori, Esq., P.E.

Design Services Manager

Approved for Release:

Carlos Castellanos
City Engineer
Public Works Department

KEY RFP DATES (Subject to change at discretion of City):

Issue Date/DBE Notification #1: Wednesday, July 6, 2022 DBE Notification #2 (if applicable): Wednesday, July 13, 2022 Deadline for Requests for Information: Monday, July 25, 2022 Proposal Due Date: Friday, July 29, 2022; 5 PM
Proposal Reviews (Week of): Monday, August 1, 2022
Council Award (Anticipated): Tuesday, September 13, 2022

Citywide Safe Routes to School Sidewalk Gap Closure

NOTICE INVITING PROPOSALS

NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for Citywide Safe Routes to School Sidewalk Gap Closure Project.

Responses to this Request for Proposals (RFP) will be accepted until Friday, July 29, 2022 at 5:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the Consultant to ensure that any proposals submitted have sufficient time to be received by the City of Anaheim prior to this proposal due date and time.

This project is funded through the Federal Active Transportation Program and is subject to all requirements set by Caltrans Division of Local Assistance.

The set DBE goal for this project is 10%. The Consultant shall meet this goal or show that a Good Faith Effort was made.

Proposals shall be enclosed in a sealed envelope and marked clearly with following information, formatted as follows:
“SEALED PROPOSAL FOR

CITYWIDE SAFE ROUTES TO SCHOOL

SIDEWALK GAP CLOSURE PROJECT

IN THE CITY OF ANAHEIM
DO NOT OPEN WITH REGULAR MAIL.”

City of Anaheim
Attn.: Megan Hajimomen
Associate Civil Engineer
Public Works Department
200 S. Anaheim Blvd; MS #276
Anaheim, CA 92807
Proposals shall be mailed, hand delivered, or sent by courier service.

Proposals shall NOT be sent via telegraphic, electronic or facsimile.

All notifications, updates and addenda will be available online and can be accessed on the PlanetBids page at:
https://pbsystem.planetbids.com/portal/14424/bo/bo-detail/95027 Consultants shall be responsible for registering on PlanetBids to obtain information regarding this solicitation. Failure to respond to required addenda will result in a determination of a nonresponsive proposal.

Citywide Safe Routes to School Sidewalk Gap Closure

CITY OF ANAHEIM

REQUEST FOR PROPOSALS FOR

ENGINEERING SERVICES

FOR THE

CITYWIDE SAFE ROUTES TO SCHOOL

SIDEWALK GAP CLOSURE PROJECT

TABLE OF CONTENTS
I. GENERAL

II. PROPOSAL TERMS AND CONDITIONS

III. INSTRUCTIONS TO CONSULTANTS
A. CITY RESPONSIBILITIES
B. CONSULTANT RESPONSIBILITIES
C. REQUEST FOR INFORMATION OR CLARIFICATION
D. ADDENDA
E. LICENSES & PERMITS
F. INSURANCE
G. CITY RIGHT TO REJECT

IV. SUBMITTAL REQUIREMENTS
A. GENERAL
B. PROPOSAL CONTENTS

1. STATEMENT OF QUALIFICATIONS

2. SCOPE OF SERVICES & SCHEDULE

3. FEE PROPOSAL

4. FEDERAL REQUIREMENTS

V. PROPOSAL REVIEW (CONSULTANT SELECTION)
A. EVALUATION, RATING & SELECTION

VI. AWARD OF AGREEMENT
A. CONTRACT AWARD
B. EXECUTION OF AGREEMENT

VII. IMPLEMENTATION
A. KICK-OFF MEETING
B. NOTICE TO PROCEED

VIII. COMPENSATION

IX. PUBLIC RECORDS

X. APPENDIX
APPENDIX 1: SCOPE OF WORK
APPENDIX 2: STANDARD AGREEMENT
APPENDIX 3: INSURANCE REQUIREMENTS
APPENDIX 4: PROJECT LOCATIONS
APPENDIX 5: PRELIMINARY ENGINEERING EXHIBITS
APPENDIX 6: CALTRANS LOCAL ASSISTANCE PROCEDURES MANUAL EXHIBITS APPENDIX 7: CONFLICT OF INTEREST
APPENDIX 8: DESIGNATION OF SUBCONTRACTORS FORM

Citywide Safe Routes to School Sidewalk Gap Closure

CITY OF ANAHEIM

REQUEST FOR PROPOSALS FOR

ENGINEERING SERVICES

FOR THE

CITYWIDE SAFE ROUTES TO SCHOOL

SIDEWALK GAP CLOSURE PROJECT

I. GENERAL
Nature of Work:

The City of Anaheim is seeking a consultant to provide engineering services for the Citywide Safe Routes to School Sidewalk Gap Closure Project. A detailed Scope of Work is included in Appendix 1 of this RFP.

Number of Proposals and Signature:

Four (4) hard copies of each independent Proposal and one (1) digital file on a labeled USB Flash Drive (or equivalent) of your proposal shall be provided. The Proposal shall be signed by a company official with the power to bind the company and submitted to the City of Anaheim. One (1) Fee Proposal shall be submitted under a separate sealed envelope, and not included on the digital file.

Please provide a .pdf copy on a USB Flash Drive (or equivalent) of Plans and Specifications for a similar project your firm prepared as a sample of your work.

Prevailing Wages:

In accordance with the Federal Davis -Bacon Act and the California State Labor Code, prevailing wage rates apply. Copies of the prevailing rate of per diem wages are on file with the Public Works Department and shall be made available to any interested party on request.

II. PROPOSAL TERMS AND CONDITIONS
By submitting a Proposal, the Consultant acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below:

A. EXAMINATION: Consultant represents that it has thoroughly examined and become familiar with the services and responsibilities required of this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated.

B. EXECUTION OF AGREEMENT: The City and the selected Consultant will enter into an Agreement similar to the Sample Agreement in Appendix 2. If a Consultant is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Consultant or call for new Proposals, whichever the City deems most appropriate.

Citywide Safe Routes to School Sidewalk Gap Closure

The Consultant understands that the City may modify the language in the Sample Standard Agreement (Appendix 2) to include the mandatory provisions as included in Exhibit 10-R - A&E Boilerplate Agreement Language (Appendix 6). This contract will be a project-specific contract as defined by Caltrans and will be 4 years in length.

The Non- Discrimination Clause (Exhibit 10 -R: A&E Boilerplate Agreement Language, Article XVI Statement of Compliance) must be included in each consultant contract. The consultant must include the non- discrimination and compliance provisions of the Non- Discrimination Clause in all subcontractor agreements to perform work under the contract.

C. PROPOSAL VALIDITY : Services, pricing and warranties indicat ed in a respondent’s Proposal must be valid for a period of 120 days after the submission of the Proposal.

D. PRE-CONTRACTUAL EXPENSES: Anaheim shall not, in any event, be liable for any pre- contractual expenses incurred by Consultants in the preparation of its proposal.

E. JOINT OFFERS/SUBCONSULTANTS: Where two or more Consultants desire to submit a single Proposal in response to this RFP, they should do so on a prime- subconsultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of subconsultant s be offered, the Prime Consultant shall provide the same assurances of competence for the subconsultant plus the demonstrated ability to manage and supervise the subcontracted work.

Subconsultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all subconsultants in the same manner as the Prime Consultant.

III. INSTRUCTIONS TO CONSULTANTS
A. CITY RESPONSIBILITIES
The City will provide information in its possession relevant to the preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein.

B. CONSULTANT RESPONSIBILITIES
Point of Contact: The selected Consultant will assume responsibility for all services in its proposal. The selected Consultant shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.

The Consultant shall be responsible for collecting and disseminating the data, records, and documents in the preparation of all design documents.

The Consultant is expected to establish and maintain a close working relationship with City staff throughout the project.

The selected Consultant shall maintain the same Project Manager for the duration of the project, as specified in the approved proposal. In the event the authorized Project Manager terminates employment, the Consultant shall make a demonstrated and concentrated effort to maintain the Project Manager in the key managerial position, unless extreme conditions prohibit continuance. After contract execution, any substitution of the Project Manager is discouraged and the replacement must be a registered engineer in

Citywide Safe Routes to School Sidewalk Gap Closure

California and will require written City approval. The Consultant shall perform not less than 50% (contract amount) of the work with its own work force.

Any changes in the scope of work resulting in a contract increase or decrease in fee shall be approved, in wr iting, by the City Engineer prior to the commencement of an actual change of work. No fee adjustment shall be allowed unless it is based on said prior written approval.

Salary increases may be approved if the new salary is within the salary rate identifie d in the approved Cost Proposal and is approved by the City. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are automatical ly approved by the City.

C. REQUEST FOR INFORMATION OR CLARIFICATION
All questions or requested clarifications shall be made in writing via the PlanetBids Portal.

The consultants are prohibited from communicating with any City representative/employee/official/consultant/staff other than via the PlanetBids Portal. Only questions and answers responded to on PlanetBids or any addendums issued on PlanetBids as an addendum will be a part of this RFP solicitation. Consultants may submit written questions concerning this RFP on PlanetBids per the Key RFP Dates on the title page. Questions received after the stated deadline will not be answered.

D. ADDENDA
Any changes in the RFP from the date of release to the due date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on the PlanetBids website.

E. LICENSES & PERMITS
The selected Consultant shall be required to obtain a City of Anaheim Business license within ten (10) business days of selection and must provide a copy to the City P roject Manager or designee prior to commencing any work in Anaheim.

Additionally, the Consultant will be responsible for obtaining any licenses/permits required by the Scope of Work.

F. INSURANCE
The selected Consultant shall be required to obtain and submit insurance coverage and provide indemnification and hold harmless provisions in favor of the City of Anaheim as described in Appendix 3.

G. CITY RIGHT TO REJECT
The City reserves the right to reject any or all submitted proposals when such rejection is in the interest of the City to reject the Proposal of the Consultant who has not met the prerequisites of the RFP, who has previously failed to perform properly or complete on time contracts of a similar nature; and to reject the proposal of the Consultant who is, in the opinion of City, in a position unable to perform the contract. The City also reserves the right to waive any information and technicalities in the RFP . All costs incurred in the preparation of the proposal, in the submission of additional information and/or in any other

Citywide Safe Routes to School Sidewalk Gap Closure

aspect of a proposal prior to the award of a written contract will be borne by the Consultant.

The City will only provide the staff assistance and documentation specifically referred to herein, and will not be responsible for any other cost or obligation that may be incurred by the Consultant. All proposals submitted to the City shall become the property of the City of Anaheim.

IV. SUBMITTAL REQUIREMENTS
A. GENERAL

1. Number of Copies and signature: Refer to Section I: General.

2. Deadline: Proposals are due to the City of Anaheim, at the date, time, and location set forth above in the Notice Inviting Proposals and Key RFP Dates.

B. PROPOSAL CONTENTS
All proposals shall be limited to a MAXIMUM of 20 pages, including appendices, charts, pictures, tables, schedule, resource allocation table and resumes but excluding front and back covers, required submitted Caltrans forms, section dividers, addendum acknowledgements, fee proposal, and Conflict of Interest Form. With the exception of the Schedule and Resource Hour Allocation Table, which may be on single- sided Tabloid paper size (11”x17”), the Proposal shall be on single- sided Letter sheets (8.5"x11"). Font size shall be minimum 11-point Arial.

1. STATEMENT OF QUALIFICATIONS
The Statement of Qualifications may include the following:
a. Cover Letter : Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include address, telephone, email address, and type of business entity. b. Agreement Statement: Proposals shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement in Appendix 2 of this RFP.

c. Firm and Team Experience: Proposals shall include a profile of the firm’s experience.

Include resumes of project team/sub-contractors that outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual’s time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm. Provide a demonstrated record of success by the consultant on work previously performed for the City, other municipalities, or other enterprises.

The Consultant’s organization and all associated Consultants and subconsultants must be identified at the time of the proposal. If the Consultant wishes to use a subconsultant not specified in the proposal, prior written approval must be obtained

Citywide Safe Routes to School Sidewalk Gap Closure

from the local agency. The subcontract must contain all required provisions of the prime contract.
d. Understanding of Need: Proposals shall include an outline which demonstrates the firm’s understanding of the scope of work. This outline should include an anticipated approach, tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of. Proposal must articulate a thorough understanding of the scope of work, the CEQA / NEPA process, State and Federal requirements, Right of Way acquisition and all other professional engineering tasks required to prepare a comprehensive bid package for this project. e. Relevant Project Experience: Proposal shall include a list of projects which your firm or personnel have completed within the last 5 years, including significant work with public agencies following federal requirements . Project information should include project description, year completed, and client name, along with a person to contact, a telephone number, and email address.

f. Quality Control / Quality Assurance: Provide a description of your Quality Assurance and Quality Control process / procedures and explain how it will ensure quality work and an on-time product delivery.

g. Project Controls: Describe your firm’s ability to control costs and provide accurate and timely invoices through internal control measures; to monitor and stay within budget; to monitor schedule and review times and describe the techniques used to complete projects within the proposed time frames.

2. SCOPE OF SERVICES & SCHEDULE
The Proposal shall detail the work phases to be completed, the tasks to be accomplished and the deliverables to be provided in order to satisfy the Scope of Work in Appendix 1. Consultants may itemize those additional services which are further required in the servicing of the project but are not noted in this RFP as requirements.

Consultants shall title this section as ADDITIONAL SERVICES.

In addition, provide a detailed schedule using the project milestones in the RFP. The detailed schedule shall identify all pertinent tasks, time required to complete each task, milestones, time for City review (use 15 calendar days for each review), time for other regulatory agencies’ review, time for revising drafts, and tentative completion date to complete the design.

The Resource Hour Allocation Table shall show the amount of time allotted for the Project Manager, Project Engineer, and other team members for the project as well as the total estimated working hours proposed to complete the project for the prime and all sub-consultants. Show only the number of the total estimated working hours, not the dollar amount in the proposal. The proposed fee shall be submitted in a separate sealed envelope.

A Consultant contract may be amended at any time prior to the expiration date of the original contract. All contract amendments must be fully executed before the ending date of the contract.

Citywide Safe Routes to School Sidewalk Gap Closure

3. FEE PROPOSAL:

The Consultant’s fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as “Fee Proposal.” It shall include the firm’s Standard Hourly Fee Schedule, and/or a Project Fee Schedule where applicable and as outlined in the Scope of Work, clearly indicating the grand total and optional items. For the Fee Proposal Portion, an 11x17 size paper will be accepted.

A “time and materials ” not -to-exceed fee including reimbursable expenses as percentage of total fees is requested. The proposal costs must be summarized by task, the services to be provided by the Consultant, the product of each task and the cost for each task. A list of fees and expenses, including all incidental printing, photocopying and miscellaneous costs estimated to be accrued during the life of the contract must be provided in the reimbursable costs. A complete Work Breakdown Structure (WBS) and Earned Value Chart shall also be provided and used to monitor monthly progress payments. Total proposed fees, including the consultant’s and any sub-consultant’s hourly rate schedules, shall be submitted with the proposal in a separate sealed envelope. The schedule of fees will remain in effect for the duration of the project. The selected Consultant will work with the City to come up with a Work Breakdown Structure and Earned Value Chart that fits the project needs.

All work is to be invoiced to the City in accordance with this proposal and the Agreement for Consultant Services. The City will make payments no more than once monthly on approved invoices up to the negotiated fee. Consultant invoices shall include the list of tasks and subtasks (Work Breakdown Structure) corresponding to the same format as the cost summary submitted with the proposal, number of hours and dates worked, name and title of person. The invoice shall be reviewed and signed by the Consultant Project Manager certifying its accuracy. The amount invoiced shall not exceed the amount shown on the Cost Summary, and Work Breakdown Structure for each phase of work. Consultant shall not proceed with any additional scope items without an approved addendum executed by the City. An Earned Value Chart shall accompany each monthly invoice to track actual expenditures to projected expenditures, and earned value against planned progress. If the design is behind schedule or not on budget, a recovery plan shall also be submitted with the invoice describing how the project will be put back on budget/schedule by the next monthly invoice or sooner. Consultant payments are contingent upon Consultant submitting bi- weekly project status report/schedule/WBS/earned value forms with each payment request.

Invoices should include, at minimum, all of the following:
• Prepared on the Consultant’s letterhead;
• Signed by the Consultant’s project manager;
• Have a unique invoice number;
• Appropriate documentation attached for all cost and reimbursements; • If the contract involved milestones, each milestone should be invoiced separately;
• If the contract involved subconsultants, a separate invoice for each subconsultant should be attached in the same format as the prime Consultant’s

Citywide Safe Routes to School Sidewalk Gap Closure

invoice and should be included in the summary of the prime Consultant’s invoice;
• A summary of the reimbursements to -date and a summary of the funds remaining in the contract. This should be compared to the local agency’s own record of reimbursements to-date and a summary of the funds remaining in the contract;
• A summary of all payments to-date and funds remaining in the contract for each subconsultant.

4. FEDERAL REQUIREMENTS:

This project is federally funded by the Federal Active Transportation Program (ATP) and therefore all documents need to comply with Federal requirements and Caltrans policies and procedures as outlined in the latest Caltrans Local Assistance Procedures Manual (LAPM).

Accordingly, the contract agreement and other procedures required by the latest LAPM must be adhered to, including, but not limited to:

Caltrans LAPM Chapter 9 – Civil Rights and Disadvantaged Business Enterprises, Chapter 10 – Consultant Selection and applicable Exhibits Prevailing Wages

Disclosure of Lobbing Activities

Exhibit 10-Q – Disclosure of Lobbing Activities (Appendix 6) must be filled out and included in the proposal.

The DBE Goal for this project will be 10%.

Exhibit 10-I – Notice to Proposers DBE Information (Appendix 6) is included as a requirement in this RFP. The Consultant must meet the goal or if not able to meet the DBE goal, document that a Good Faith Effort was made to meet the contract goal.

Exhibit 10-O1 – Consultant Proposal DBE Commitment (Appendix 6) must be filled out and included in the proposal and Fee Proposal envelope. Good Faith efforts must be documented by the Consultant, submitted with their proposal and approved by the City.

Exhibit 15-H – DBE Information – Good Faiths Efforts (Appendix 6) must be submitted in the Fee Proposal envelope.

Exhibit 10-O2 - Consultant Contract DBE Information (Appendix 6) must be executed and returned by the successful Consultant after cost negotiations and before the contract is awarded, even if there is no DBE goal in RFP. This form must include the names, addresses, and phone numbers of DBE firms that will participate with a complete description of work or supplies to be provided by each, and the dollar value of each DBE transaction. When 100 percent of a subcontracted item of work is not to be performed or furnished by the DBE firm, a description of the exact portion of work to be performed or furnished by that DBE must be included in the DBE commitment, including the planned location of that work. A Consultant certified as a DBE firm must

Citywide Safe Routes to School Sidewalk Gap Closure

describe the work it has committed to be performed with its own forces, as well as any other work that it has committed to be performed by the DBE subconsultant, suppliers, and trucking companies. The winning proposer must provide written confirmation from each DBE firm participating in the contract. A copy of a DBE’s quote will serve as written confirmation that the DBE is participating in the contract.

The following disciplines were considered as DBE eligible work:

Item
Description
Likely to be
Performed by
Sub-Contractor
(Y=Yes)?
Trucking or
Supply of
Material
Involved
(Y=Yes)?
Work Category
Code
DBE Work
Factor (input a
percentage only
if the number of
available DBEs
> 7)
Survey Y N C8760 100%

The City considers the following procedure as a minimum for a Good Faith Effort. The City understands that DBE goals may not be met but as long as the Consultant documents the attempts to meet the goal to the City’s, Caltrans’ and FHWA’s liking, then the proposal can be accepted.

First, the Consultant must download the list DBEs using only District 12 as a filter for each Work Category. The DBE database can be found by f ollowing the instructions below:

1. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. Access the CUCP database from the Department of Transportation, Office of Business and Economic Opportunity Web site at:
https://dot.ca.gov/programs/civil-rights/dbe-search
. If you believe a firm is
certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance.

a. Under DBE Search, Click on Access the DBE Query Form located on the first line on the top of the page;

b. Click Start DBE Firms Query;

c. Under Caltrans Districts, click District 12. Under Work Category Codes, click each work code listed above. At the bottom of the page, click Start Search – PDF Results.

d. A DBE search must be completed for each Work Category Code.

2. The Consultant must email and mail the DBE firms notifying them of the requirements listed in the RFP, the scope of their work, proposal and project schedule, etc. The Consultant must keep a log of dates notifications were distributed and provide proof of the mailers that were sent, addresses, emailed request and email addresses. The Consultant must wait seven (7) calendar days for DBEs to respond before sending a second notice.

After seven calendar days have passed and less than three (3) DBE firms have

Citywide Safe Routes to School Sidewalk Gap Closure

proposed for each work category, then the Consultant shall email and mail a second request for proposals and track the efforts like the first request. The Consultant must also follow up with phone calls to all the non-responsive firms.

If the DBE firm does not answer, the Consultant shall leave a voice mail. The Consultant shall log when they called, who they spoke with and company position, if they are going to propose (if not then why), and if the phone number listed phone number does not work. The Consultant must wait another seven (7) calendar days for the last follow up phone call to the DBE firms before concluding the DBE proposal search and filling out the Good Faith Effort Exhibit 15-h.

Upon 30 days after the completion of the Contract, a summary of the records shall be prepared and submitted on the form entitled, “Final Report -Utilization of Disadvantaged Business Enterprise (DBE), First -Tier Subconsultants” CEM -2402F [Exhibit 17- F, of the LAPM], certified correct by the Consultant or Consultant’s authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the fo rm is submitted. The amount will be returned to Consultant when a satisfactory “Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants” is submitted to the City.

V. PROPOSAL REVIEW (CONSULTANT SELECTION)
An internal Review Board selected by the City will review the proposals received. The final ranking of the consultants will be based upon qualifications evaluated from on the criteria below. A short list of qualified firm may be asked to participate in oral interviews. If staff determines that an interview is not necessary, the total points possible would be 85.

Criteria Max Points Rating
Ability of the Consultant to perform the specific tasks outlined in the RFP 25 Qualifications of key individuals to be assigned to the project. 15 Amount and quality of time that the key personnel will be involved in their respective portions of the project. 10
Specific methods and techniques to be employed by the Consultant on the project or problem at hand 10
Familiarity with state and federal procedures 15
Schedule 10
Interview (if necessary) 15
Total 100

Upon completion of the qualifications-based evaluation and ranking of proposals, the City will initiate negotiations with the most highly qualified firm to arrive at a fair and reasonable compensation given the proposed scope of work. If the City and the firm are unable to

Citywide Safe Routes to School Sidewalk Gap Closure

negotiate a contract, the City may terminate negotiations and initiate negotiations with the next most qualified firm.

VI. AWARD OF AGREEMENT
A. CONTRACT AWARD
Following the evaluation and rating by the proposal Review Board, the Public Works Director will proceed with the award of an agreement to the Consultant who is the most qualified and can provide the service at a fair and reasonable cost to the City.

B. EXECUTION OF AGREEMENT
A standard agreement is included as Appendix 2. The terms of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents have been received and approved.

VII. IMPLEMENTATION

A. KICK-OFF MEETING

A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Anaheim staff to conduct introductions, discuss scope o f services, and the implementation process.

B. NOTICE TO PROCEED

Following the kick-off meeting, a formal Notice to Proceed (NTP) will be issued after the agreement is fully executed, and all insurance documents and all other required documentation have been received and approved.

VIII. COMPENSATION

The method of payment shall be primarily at Lump Sum or Firm Fixed Price . The Consultant shall submit, in a separate sealed envelope for the fee/cost schedule, as part of their Proposal documents Exhibit 10 -H – Sample Cost Proposal, Example #1 , Actual Cost-Plus-Fixed Fee (Appendix 6).

Consultants and sub-Consultants shall submit, in a separate sealed envelope, as part of their Proposal documents Exhibit 10- K – Consultant Certification of Contract Costs and Financial Management System (Appendix 6 ) certifying their contract costs and financial management system when the total contract between the prime Consultant and the local agency is $150K or more, (23 U.S.C. 112(b)(2)(B)). Contracts shall not be awarded to a Consultant without an adequate financial management and accounting system as required by 48 CFR Part 16.301- 3, 2 CFR Part 200, 48 CFR Part 31 and the applicable federal regulations.

IX. PUBLIC RECORDS
All responses to the RFP shall become property of the City, and proposals will become public record after award of the agreement. Consultant information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act.

Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 1
APPENDIX 1

SCOPE OF WORK

CITYWIDE SAFE ROUTES TO SCHOOL SIDEWALK GAP CLOSURE PROJECT

GENERAL INTRODUCTION

The City of Anaheim is requesting proposals from a professional civil engineering consulting firm to provide the following services, as necessary but not limited to:

• Project Management and Coordination
• Preliminary Data Acquisition – Records Research, Utilities and Potholing • Survey – Santa Ana Canyon Road
• Technical Studies/Reports
• Project Precise Alignment
• Final Plans, Specifications and Estimates (PS&E)
• Bid & Construction Support

PROJECT DESCRIPTION

As part of an ongoing effort to enhance safety near schools, the Public Works Department applied for and received ATP grant funding to construct new sidewalks around various parts of the city. The City of Anaheim is the lead agency for the design, right-of-way, and construction phases of the Project.

The City has completed the PAED phase.

City Staff conducted an arterial sidewalk and curb ramp survey to identify all remaining sidewalk gaps on the arterial street. The survey revealed five locations with missing sidewalk segments located within one-half mile of school entrances (public or private) where pedestrians must walk on the street, across either lawns, dirt, or uneven segments of private property or cross the road to reach their destinations. Four of five public schools impacted by these sidewalk gaps are located in disadvantaged communities.

The Project will construct over 6,500 linear feet of ADA accessible sidewalk near nine schools (five public and four private), closing sidewalk gaps located within one-half mile of a school entrance and re-construction of ADA compliant driveways at the following locations:

• Acacia Street, missing sidewalk gaps near Edison Elementary School, also used by students walking/biking to Sycamore Junior High, interrupt the pathway to the schools. The difficulty in traveling here is compounded by heavy street parking in which students must walk across uneven dirt or grass, on private property, or walk in the street and around parked cars to navigate along this stretch of roadway. The sidewalks connect the community to the La Palma and State College corridors. Partial right-of-way take will be required along this segment at:
1041 Acacia Street (APN 073-333-23). Note: Acacia Street is not included in the Consultant Scope of Work, and will be designed by City Staff. The selected Consultant will need to coordinate with City Staff for plan sheet numbers, specifications, and quantities for this segment, as this will be combined into one final complete set. The City will provide the Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 2
documents along Acacia Street, and shall be inserted into Consultant’s plans, specifications, and quantities.

• La Palma Avenue (east of Whittier), a missing sidewalk gap requires pedestrians/bicyclists to either enter the roadway or traverse a dirt strip that floods during inclement weather. In addition to serving as a route for students traveling to Sunkist Elementary and Sycamore Junior High, this sidewalk gap is located adjacent to a bus stop and is a primary access route for the La Palma and State College corridors. Partial right-of-way takes and Temporary Construction Easements (TCEs) at two properties will be required along this segment at: 2230 and 2238 La Palma Avenue (APN 083-013-13 and 083-013-14).

• Frontera Street, a missing sidewalk gap interrupts the route of travel connecting several high- density apartment complexes with Rio Vista Elementary School. Frontera Street is frequently lined with parked cars overflowing from neighboring apartment complexes. A Temporary Construction Easement (TCE) will be required along this segment at: 2930 Frontera Street (APN 268-331-02).

• La Palma Avenue between Lakeview Avenue and Imperial Highway. This segment is mainly commercial/industrial, with no nearby residences. However, three private schools serving students in grades K-8 are located within approximately one-half mile along this road segment.

The route also serves major bus lines connecting residents from throughout the city and beyond to these schools and area businesses.

• Santa Ana Canyon Road, bordering El Rancho Middle School, which serves nearly 1,200 students. This segment is missing sidewalk to connect students to homes located to the east of the school, forcing those who walk/bicycle to school to use an unimproved dirt path along a busy and winding roadway. New sidewalk here will also benefit the Anaheim Hills Montessori School (private pre-K-6).

Upon completion of the Project, residents will have safe and continuous sidewalks for their children traveling one-half mile or less to the ten schools. The Project will also connect residences (including very high-density, disadvantaged communities) to other destinations such as retail locations, service providers, churches, and transit areas.

The selected Consultant shall provide engineering design, PS&E, and bid/construction support services for this project. Should an award be made, the successful Consultant will enter into a professional services agreement with the City of Anaheim to provide professional engineering ser vices for this project. All phases of this project are Federally Funded.

The City has completed the PAED phase and obtained approved Environmental Document s (CEQA and NEPA) for the Project, which is certifiable by the California Department of Transportation (Caltrans) and the Federal Highway Administration (FHWA).

CONSULTANT SERVICES

1. PROJECT MANAGEMENT AND COORDINATION. The Consultant shall designate a Project Manager to oversee all aspects of the project, including, but not limited to: Ensuring the scope of services are completed in a timely and professional manner; preparing and implementing a Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 3
project schedule; Design; Oversee progress meetings; Ensure the project meets all federal, state, and City design requirements; Report directly to the City Project Manager; Ensure all appropriate communications, correspondence, and reports are completed in a timely manner; Arrange and participate in a detailed review of the 90% and 100% Plans, Specifications , and Estimate (PS&E) package; and, Coordinate and ensure all stakeholders complete plan check of all appropriate project documents to advertise and award the project.

2. PRELIMINARY DATA ACQUISITION

RECORDS RESEARCH, UTILITIES AND POTHOLING. Research all information pertinent to the project such as records and documents in order to complete the project. Obtain a certified list of all utilities and agencies within the project limits from Underground Service Alert. Send a Notice to Relocate and c oordinate with all utilities (including wet and dry) including the City of Anaheim Public Utilities Department . Coordinate utility work with the City of Anaheim and all impacted agencies prior to securing approval of final PS&E.

The Consultant shall ensure that final design is compatible with all utilities in project area to be installed, relocated, adjusted, or otherwise modified. The Consultant shall prepare a design for water meter(s) and electrical connections in parkway areas, unless existing water and electrical connections can be used. A time assessment of utility relocation should be incorporated into the construction schedule, as necessary. All overhead utilities must be identified and all pole identification numbers must be depicted on the plan. The Consultant must identify the pole owner(s) and all other tenants impacted, for poles subject to relocation. Consultant shall conduct utility coordination meetings to discuss all affected utilities on the project. These meetings will allow discussions to obtain costs and removal schedule and assure obtaining the right of way certification to meet the schedule.

Potholing will be required to locate active and abandoned utilities within the project site. In addition, the City is to be provided with copies of all correspondence with contacted utility companies. Consultant shall p erform all potholing as necessary for potential conflicts with utilities. The project schedule shall include provisions for the utility purveyors to physically relocate or adjust their utilities/facilities at the completion of right -of-way acquisition stage and during the early stages of construction. The Consultant is responsible for all reproduction cost of necessary existing records and documents in order to complete the project.

3. SURVEY. Consultant shall conduct aerial topographical survey along Santa Ana Canyon Road from Fairmont Boulevard to Eucalyptus Drive to prepare plans, exhibits, and other documents that may be required to complete the design engineering phase of the project; a. Obtain topographic feature locations for a complete and accurate representation of existing conditions within the public right -of-way and on adjacent private property, as needed;
b. Prepare a digital file in AutoCAD format to be used as a base for design.

4. TECHICAL STUDY REPORTS. Consultant shall provide the following technical studies/reports.

DRAINAGE MEMO . The City anticipates that the project’s added impervious area (overall drainage area) will be minimum and have a minimal increase to the total area. Any increased run off will be draining onto landscaped and self -treating area with no mitigation required.

Therefore, a full drainage study will not be warranted. The consultant shall prepare a Drainage Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 4
Memo providing such findings. Drainage memo shall consist of a map, description of existing conditions, proposed conditions, storm water/ hydro modification, conclusion and attachments.

This memo will take place in l ieu of a full drainage report. If the consultant feels that a full drainage report is warranted, please provide that as an optional task item.

5. PROJECT PRECISE ALIGNMENT . The Consultant must provide a complete geometric alignment design with cross sections for the project. The exhibit should show all existing and proposed improvements, existing utilities, existing and proposed right -of-way lines and acquisition, Assessor Parcel (AP) numbers and street addresses of properties and property owner’s names impacted by the proposed improvements, including a legend identifying types of impacts; square footage, TCE’s, addresses, etc.

6. FINAL PLANS, SPECIFICATION AND ESTIMATES (PS&E) . Prepare Plans, Specifications, and Estimates for the improvements des cribed in the pr oceeding sections. Plans shall show addresses, name of businesses (if any), and parcel numbers for all impacted properties on plans.

Plans are to be prepared using AutoCAD Civil 3D and shall follow the City of Anaheim CAD manual. The CAD manual is available online on the City’s Public Works website.

Reference is made hereto: http://www.anaheim.net/DocumentCenter/View/791 .

The final submittal shall be on Engineering Bond sheets and electronic files on disk. Special Provisions are to be furnished using Microsoft Word. Scale on the standard 24 ” X 36” plans is expected to be 1” = 20’ horizontal and 1” = 2’ vertical. Scale for Signing & Striping and Traffic Control plans are 1” = 40’.

The following is, at a minimum, a listing of drawings, reports, data and calculations that shall be included as part of the PS&E construction contract:

1 Title, Index, General Notes, Key Map
2 Typical Cross-Sections
3 Detail Sheet (Curb Ramp Details, Driveway Details, etc.) 4 Plan and Profile
5 Off-Site Plan
6 Signing & Striping plans
7 Landscape & Irrigation plans
8 Cross Sections (Sections at 50’ intervals as reference document for bidders) 9 Specifications and Special Provisions
10 Engineer’s Estimate of Cost
11 Drainage Memo and Erosion Control Plans (Santa Ana Canyon Road)

The selected Consultant shall work towards completing the PS&E per schedule section below but should also make the City aware of any potential issues with meeting this deadline. The proposed schedule should reflect any potential issues.

7. OFF-SITE IMPROVEMENTS. Develop plans to depict all match work for off-site areas impacted by the proposed project. This includes, but is not limited to, the relocation of existing fence, walls (Consultant to provide new location, etc.), driveways, re-landscaping and re-routing of irrigation systems, repaving and regrading to meet ADA requirements for sidewalks. All off-site work shall be covered with a temporary construction easement to perform the work.

Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 5

8. SIGNING AND STRIPING. Develop plans to include removal of existing striping and installation of new striping for the project area. Pavement delineation should include transitional areas to join into existing lanes. Plans shall include provisions to remove and relocate/replace existing signs, if needed. Signing and striping plans can be double stacked. Approval by the Traffic Section of the City of Anaheim, Public Works is required.

9. LANDSCAPE AND IRRIGATION. Develop a conceptual and final Landscape Plan for the proposed parkways adjacent to proposed sidewalk. Property owners maintain the parkways (except for trees), and proposed improvements should take into acc ount the responsible party for maintaining the landscaped area(s). Planting and irrigation must comply with the latest water conservation standards due to the drought conditions in the State of California.

10. DESIGN WORKSHOP. During the 50% design workshop, the selected Consultant shall present the Project to City Staff. The Design Workshop aligns with the first submittal and it coincides with the City Staff as they receive plans to review. Workshop shall include but not limited to the following:

a. Project Background and Scope;
i. Design;
b. Technical Information;
i. Utilities
ii. Cross Sections;
iii. Design: alignment, ramp/driveway details, walls, drainage, off-site improvements, landscape & irrigation, construction phasing;
iv. Traffic: signing & striping;
c. Project Timeline;
d. Project Cost.

11. 90% PLANS, SPECIFICATION AND ESTIMATES. Coordinate utility work with the City of Anaheim and all impacted agencies prior to securing work approval for the final PS&E. Prior to the 90% submittal, the Consultant shall provide an electronic format of the 90% submittal (.pdf format) to the City. Hardcopies of the draft final plans (90% submittal) and cross sections may be required.

Provide the City copies of all correspondences including all pertinent data provided by the contacted utility companies. The Consultant shall ensure that the final design is compatible with all utilities in the project area to be installed, relocated, adjusted, or otherwise modified. A time assessment of any utility relocated, adjusted, or otherwise modified. A time assessment of any utility relocation should be incorporated into the construction schedule, as necessary. Provide a summary of 90% submittal review comments/responses and scanned red- lined plans in electronic format in a CD. Spec ial Provisions shall include comprehensive potholing and geotechnical boring information, permit requirements, standard details, exhibits, appendices, etc.

12. 100% PLANS, SPECIFICATION AND ESTIMATES. Prepare one (1) Final Corrected plan (100% submittal) set and cross sections on 24” X 3 6” Engineering Bond sheets. Prior to the 100% submittal, the Consultant shall e-mail a .pdf format plan check set. Stick -on shall not be permitted on the original plan set mylars. Produce and deliver one (1) master set of bound specifications per the latest City specification format, and one digital/electronic p roject PS&E Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 6
set. The topographic survey work and plans shall be conducted on AutoCAD Civil 3D 2019, and all o ther project documents in digital/electronic format shall be compatible with the City’s computer applications (MS Office, MS Project, etc).

13. SCHEDULE. The Consultant shall work towards completing all phases in a timely manner by satisfying the project objectives but should also make the City aware of any potential issues with meeting this deadline or opportunities to accelerate the work . The proposed schedule should include appropriate review time and reflect any potential issues/opportunities.

14. BID PHA SE. Provide on- going support services as required during the bid/award of the construction phase for any questions/clarifications from the Contractor and/or any revisions that may be necessary due to unforeseen conditions. Propose for a “not-to-exceed” dollar amount.

15. CONSTRUCTION PHASE Provide on- going support services as required during the construction phase for any questions/clarifications from the Contractor and/or any revisions that may be necessary due to unforeseen conditions including appropriat e number of submittal reviews, construction observations and preparation of “Record Drawings” from As -builts on the original plan set mylars. Propose for a “not-to-exceed” dollar amount.

16. CONFLICT OF INTEREST. By signing the Conflict of Interest Form (Appendix 7), the Consultant declares and warrants that no Anaheim public official, or officer, or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or any work connected with this proposal. The Conflict of Interest Form is not part of the page limit for the Proposal. The signed form must be included in the Proposal.

In addition to the above tasks, the selected Consultant shall provide the following services:

• Organize a kick -off meeting (virtu al or in -person) with City staff and hold monthly meetings thereafter, including preparation of a meeting agenda distributed at minimum 3 working days prior to the meeting. Meeting minutes are required and should be completed and submitted to the City within one (1) week after the meeting.

• Prepare and submit bi -weekly written reports to update the City of the Project progress and schedule status.

• Conduct all necessary research to obtain records and documents in order to complete the project.

• Scheduling, notification, and compilation of information for distribution to the public.

Services and Information furnished by the City to the Consultant:

• Survey: The City will provide the consultant the aerial topographical survey along Acacia Street, La Palma Avenue and Frontera Street . The Consultant shall be responsible to review the provided topographic survey and request additional survey from the City, if necessary. Note:

Survey will not be provided along Santa Ana Canyon Road.

Citywide Safe Routes to School Sidewalk Gap Closure Project Appendix #1 Page 7
• Environmental Documents: This project has obtained both California Environmental Quality Act (CEQA) and NEPA environmental clearance accepted by Caltrans and FHWA.

• Right-of-Way Maps: The City will provide the consultant with existing Right -of-Way AutoCAD files and base maps.

• Autocad Title Blocks: The City will provide the consultant with the City of Anaheim AutoCAD Title Blocks.

• The City will provide “As -Built” plans for the Consultant to prepare “Record Drawings” for this project.

A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _____ day of __________, 2022, is made and entered into by and between the

CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D

_________________, a ____________________,
hereinafter referred to as "CONSULTANT."

ANAHEIM and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:

WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
WHEREAS, ANAHEIM desires to obtain the services of CONSULTANT to provide Preliminary Engineering (PS&E) work for the Citywide SRTS Sidewalk Gap Closure Project (collectively, the “Services”); and
WHEREAS, CONSULTANT possesses the skill, experience, ability, background, certification and knowledge to provide the services for the Project as described in this Agreement; and
WHEREAS, ANAHEIM has solicited and received a proposal fr om CONSULTANT dated ____________ ("Proposal"), has reviewed the previous experience and evaluated the expertise of CONSULTANT, and desires to retain CONSULTANT to render professional services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

2 1. SERVICES TO BE PROVIDED BY CONSULTANT

1.1 In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project ("Services"). The Services are more particularly described in the CONSULTANT’s Proposal dated _____________, attached hereto as Exhibit “A” and incorporated herein and in the Request for Proposal (“RFP”) issued by ANAHEIM, a copy of which is available in the Department of Public Works upon request and are both incorporated herein by this reference ("Scope of Services").

In the event of conflicting provisions, the provisions shall govern in the following order: (1) this Agreement, (2) the RFP, and (3) the Proposal.

1.2 Non-Exclusive Agreement . CONSULTANT acknowledges that ANAHEIM may enter into agreements similar to this Agreement with other consultants. It is understood and agreed that any Services to be performed pursuant to this Agreement will be awarded to the CONSULTANT that ANAHEIM determines, in its sole discretion, to be most qualified to provide such Services to ANAHEIM.

1.3 Progress Reports. A. CONSULTANT shall submit progress reports at least once a mon th. The report should be sufficiently detailed for the Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

CONSULTANT’s Project Manager shall meet with ANAHEIM’s Contract Administrator, as needed, to discuss progress on the contract.

2. TERM
The term of this Agreement shall commence on the Effective Date of this Agreement as set forth in Section 55 herein, and shall terminate upon the completion of the Services described herein, unless terminated earlier as set forth in Section 25 herein ("Term").

3. TIME OF PERFORMANCE

3.1 Time is of the essence in the performance of th is Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by CONSULTANT to perform the Services in a diligent and timely manner may result in termination of this Agreement by ANAHEIM.

3.2 The time period(s) specified for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and witho ut the fault or negligence of CONSULTANT, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, sabotage, restraint by court

3 order or public authority and action or non -action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONSULTANT shal l within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the extent of delay, and may extend the time for performing the Servic es for the period of the enforced delay if, in the judgment of the Project Administrator, such delay is justified. The Project Administrator's determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, CONSULTANT's sole remedy shall be an extension of th is Agreement pursuant to this Section and CONSULTANT shall not be entitled to recover damages against ANAHEIM.

4. COMPENSATION

4.1 ANAHEIM shall pay CONSULTANT for the Services rendered, pursuan t to this Agreement, in the amount of _________________ ($__________) pursuant to the fee proposal set forth in Exhibit A and incorporated herein by reference (“Schedule of Compensation"). CONSULTANT and ANAHEIM agree that no changes to the fee proposal set forth in Exhibit A shall be made during the term of this Agreement without the prior written approval of ANAHEIM.

4.2 Extra Work. The Director of Public Works is authorized to approve additional expenditures to be paid to CONSULTANT, pursuant to this Agreement, for Extra Work not included in the Scope of Services, in the amount of _______________________ ($_________) if the Director of Public Works determines, in her sole discretion, that the additional Extra Work is necessary for the successful completion of the Services. .01 In no event shall CONSULTANT render Extra Work beyond the scope of this Agreement without the written authorization of the Director of Public Works. .02 All Extra Work approved in writing by the Director of Public Works shall be billed at either the rates set forth in the Schedule of Compensation or at a fixed price, at ANAHEIM’s sole discretion. If billed at a fixed price, CONSULTANT shall provide ANAHEIM with general description of the Extra Work to be performed with a proposed price. At such time as the Director of Public Works has approved the Extra Work, has agreed to a fixed price for the services, and has notified CONSULTANT of such approval and agreement in writing, CONSULTANT shall perform the Extra Work.
.03 Except as specifically provided herein, no additional Services or Extra Work beyond the scope of this Agreement shall be rendered by CONSULTANT unless previously authorized in writing by the City Manager. .04 As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is

4 not included within the Scope of Services and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

4.3 It is understood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement, including, but not limited to, all Extra Work, reimbursable expenses and subconsultant fees, if any, shall not exceed the fixed fee of __________________($______________).

4.4. CONSULTANT shall submit monthly invoices to ANAHEIM describing the work performed the preceding month. CONSULTANT’s bills shall include the name of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a descri ption of any reimbursable expenditures. ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.

4.5 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.

ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with thi s Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.

4.6 CONSULTANT agrees that the Contract Cost Principles and Procedur es, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative A greements to State and Local Governments. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to ANAHEIM.

4.7 It is mutually understood between the parties that this contract may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the contract were executed after that determination was made.

4.8 This contract is valid and enforceable only, if sufficient funds are made available to ANAHEIM for the purpose of this contract. In addition, this contract is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or ANAHEIM governing board that may affect the provisions, terms, or funding of this contract in any manner.

4.9 It is mutually agreed that if sufficient funds are not appropriated, this contract may be amended to reflect any reduction in funds.

5 4.10 ANAHEIM has the option to void the contract under the 30-day termination clause pursuant to Section 25, or by mutual agreement to amend the contract to reflect any reduction of funds.

4.11 The method of payment for this contract will be based on actual cost plus a fixed fee. ANAHEIM will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by contract amendment.

In no event, w ill CONSULTANT be reimbursed for overhead costs at a rate that exceeds ANAHEIM’s approved overhead rate set forth in the Cost Proposal. In the event, that ANAHEIM determines that a change to the work from that specified in the Cost Proposal and contract is required, the contract time or actual costs reimbursable by ANAHEIM shall be adjusted by contract amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by contract amendment.

4.12 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

4.13 When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

4.14 Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s f ixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, ANAHEIM shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination.

4.15 No payment will be made prior to approval of any work, nor for any work performed prior to approval of this contract.

4.16 CONSULTANT will be reimbursed, as promptly as fiscal procedures wi ll permit upon receipt by ANAHEIM’s Contract Administrator of itemized invoices in triplicate.

Invoices shall be submitted no later than 45 calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performe d on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due ANAHEIM including any equipment purchased under the provisions of Equipment Purchase of this Agreement. The final invoice should be submitted within 60 calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to ANAHEIM’s Contract Administrator at the following address:

6 __________________________, Contract Administrator
200 S. Anaheim Blvd., 2nd Floor,
Anaheim, CA 92805

4.17 Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by ANAHEIM’s Contract Administrator.

For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

5. PROJECT MANAGER

5.1 CONSULTANT shall designate a Project Manager, who shall coordinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. CONSULTANT has designated ___________________ to be its Project Manager. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the foregoing Project Manger shall be responsible during the Term of this Agreement for directing all activities of CONSULTANT and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing Project Manager may not be changed by CONSULTANT and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of ANAHEIM.

5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely co mpletion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by CONSULTANT at the request of ANAHEIM. CONSULTANT warrants that it will continuously furnish the necessary personnel to complete the Ser vices on a timely basis as contemplated by this Agreement.

6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. The employees of the Public Works Department shall be authorized to take the following actions pursuant to this Agreement:
(i) The Director of Public works is authorized to take any and all actions on behalf of ANAHEIM as set forth herein and to terminate services in accordance with Section 25 of this Agreement.
(ii) The Project Administrator is authorized to ta ke those specific acti ons set forth herein and review and approve all Services performed by CONSULTANT under this Agreement. The Project Administrator shall not be authorized to approve Extra Work, change billing rates or terminate Services under this Agreement.

7 7. STANDARD OF CARE

7.1 CONSULTANT shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of Cal ifornia. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.

7.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONSULTANT to practice its profession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.

8. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT represents and warrants that CONSULTANT: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement.

Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed exce pt at CONSULTANT's risk until written instructions are received from ANAHEIM.

9. INDEPENDENT CONTRACTOR

9.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONSULTANT's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent contractor with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise or a joint venture or a member of any joint enterprise with CONSULTANT.

9.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for a ny benefits, including, but not limited to, worker's compensation, disability, retirement, life,

8 unemployment, health or any other benefits and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor e against ANAHEIM or an y of its officers, employees, agents, representatives or sureties.

10. INSURANCE

10.1 Without limiting ANAHEIM's right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent CONSULTANT’ S Liability, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. (This coverage written with a Self -Insured Retention must be submitted for approval by the Risk Manager prior to the inception of the final Agreement.) .03 Comprehensive Automobile Liability Coverage including -as applicable-owned, non -owned, and hired autos, in an amount not less than $1,000,000 per occurrence, combined single limit, as required by California law. .04 Professional Liability Insurance in an amount not less than $1,000,000 per claim, and CONSULTANT shall maintain such coverage for at least two (2) years from the termination of this Agreement. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible of not more than $5,000 per claim, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

10.2 Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: "This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non -payment of premium which shall provide for not less than ten (10) days notice."

10.3 Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 "It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self - insurance maintained by the City of Anaheim."

9 .02 "The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."

10.4 Prior to commencing any work under this Agreement and one month prior to expiration of insurance, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are ot herwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best's rating of A VII or higher; or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that CONSULTANT shall fully defend, hold harml ess, and indemnify ANAHEIM against any such claim or other legal action.

10.5 In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or .02 Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT's failure to maintain insurance or secure appropriate endorsements.

10.6 Nothing herein con tained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT's, (or CONSULTANT's contractors/subcontractor, if any) performance of the work covered under this Agreement.

10.7 In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure, and certify to ANAHEIM in writing that: ( i) the acts or omissions of such persons or fi rms are covered under the above - referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT

10 under this Agreement (except for firms which are not performing professional services-such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

10.8 ANAHEIM's Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in ANAHEIM's best interest.

11. INDEMNIFICATION

11.1 As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly out of CONSULTANT's (or CONSULTANT's contractors' or subcontractors', if any) negligent acts, errors or omissions in the performance of professional services under this Agreement.

11.2 As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO -based general and automobile liability insurance coverage, CONSULTANT agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with CONSULTANT's (or CONSULTANT's contractors' or subcontractors', if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.

11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

12. PREVAILING WAGES

12.1 CONSULTANT shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work.

12.2 Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Article, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations.

12.3 When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the

11 Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov.

13. PROGRESS
CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of t he Services, activities performed and planned, and any meetings that have been scheduled or are desired.

14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is th e professional reputation, experience and competence of CONSULTANT.

Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.

15. SUBCONTRACTING

15.1 Nothing contained in this contract or otherwise, shall create any contractual relation between ANAHEIM and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to ANAHEIM for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from ANAHEIM's obligation to make payments to the CONSULTANT.

15.2 CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by ANAHEIM's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal.

15.3 CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by ANAHEIM.

15.4 All subcontracts entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants.

15.5 Any substitution of subconsultant(s) must be approved in writing by ANAHEIM's Contract Administrator prior to the start of work by the subconsultant(s).

12 16. USE AND OWNERSHIP OF DOCUMENTS AND DATA

16.1 Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this contract will automatically be vested in ANAHEIM; and no further agreement will be necessary to transfer ownership to ANAHEIM. CONSULTANT shall furnish ANAHEIM all necessary copies of data needed to complete the review and approval process.

16.2 It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine -readable form, are intended for one -time use in the construction of the project for which this contract has been entered into.

16.3 CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by ANAHEIM of the machine-readable information and data provided by CONSULTANT under this contract; further, CONSULTANT is not liable for claims, liabilities, or los ses arising out of, or connected with any use by ANAHEIM of the project documentation on other projects for additions to this project, or for the completion of this project by others, except only such use as many be authorized in writing by CONSULTANT.

16.4 Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27, Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).

16.5 ANAHEIM may permit copyrighting reports or other agreement products.

If copyrights are permitted; the agreement shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

17. CONFIDENTIALITY

17.1 All financial, statistical, personal, technical, or other data and information relative to ANAHEIM's operations, which are designated confidential by ANAHEIM and made available to CONSULTANT in order to carr y out this contract, shall be protected by CONSULTANT from unauthorized use and disclosure.

17.2. Permission to disclose information on one occasion, or public hearing held by ANAHEIM relating to the contract, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

17.3. CONSULTANT shall not comment publicly to the press or any other media regarding the contract or ANAHEIM's actions on the same, except to ANAHEIM’s staff, CONSULTANT’s own personnel involved in the performance of this contract, at public hearings or in response to questions from a Legislative committee.

17.4 CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this contract without prior review of the contents thereof by ANAHEIM, and receipt of ANAHEIM’S written permission.

13 17.5. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.

17.6 All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity other than ANAHEIM.

18. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.

19. RECORDS
CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement.

All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours.

CONSULTANT shall allow inspection of all work, data, Documents, proceedings and activities related to this Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement.

For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; CONSULTANT, subconsulta nts, and ANAHEIM shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall m ake such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, State Auditor, ANAHEIM, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of CONSULTANT and it’s certified public accountants (CPA) work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested.

20. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right

14 to appeal to the City Manager or his Designee with respect to such disputed sums and his/her decision shall be final. CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.

21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM's rights under the law or any other sections of this Agreement.

22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS
CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.

23. CONFLICTS OF INTEREST
The CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affect ed by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.

If subject to the Act, CONSULTANT shall conform to all requirements of the Act.

Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. CONSULTANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section.

CONSULTANT shall disclose any financial, business, or other relationship with ANAHEIM that may have an impact upon the outcome of this contract, or any ensuing ANAHEIM construction project. CONSULTANT shall also list current clients who ma y have a financial interest in the outcome of this contract, or any ensuing ANAHEIM construction project, which will follow.

CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this contract.

CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with CONSULTANT will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise.

15 Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract.

24. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally deliv ered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:

If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105

With copies to: Director of Public Works
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-5225

To CONSULTANT: Consultant's Name
Attn:

Address:

Phone:

25. ENFORCEMENT OF AGREEMENT

25.1 Events of Default.
.01 For purposes of this Section 25, the word "Default" shall mean the failure of CONSULTANT to perform any of CONSULTANT's duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or inso lvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONSULTANT's assets or of CONSULTANT's interests hereunder.

16 .02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM's obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.

25.2 ANAHEIM reserves the right to terminate this contract upon thirty (30) calendar days written notice to CONSULTANT with the reasons for termination stated in the notice.

25.3 ANAHEIM may terminate this contract with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, ANAHEIM may proceed with the work in any manner deemed proper by ANAHEIM. If ANAHEIM terminates this contract with CONSULTANT, ANAHEIM shall pay CONSULTANT the sum due to CONSULTANT under this contract prior to termination, unless the cost of completion to ANAHEIM exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum du e CONSULTANT under this contract and the balance, if any, shall be paid to CONSULTANT upon demand.

26. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONSULTANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.

27. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

28. INTEGRATED CONTRACT
This Agreement and the exhibits hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered here by, and no agreement, statement or promise made by either ANAHEIM or CONSULTANT which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.

17 29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern.

30. INTERPRETATION
Each Party acknowledges that he / she / it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.

31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.

CONSULTANT shall only commence work covered by an amendment a fter the amendment is executed and notification to proceed has been provided by ANAHEIM's Contract Administrator.

There shall be no change in CONSULTANT’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this contract without prior written approval by ANAHEIM's Contract Administrator.

32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforc eable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULTANT by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any other remedy.

34. NO THIRD PARTY BENEFICIARIES
The Parties intend that no rights nor remedies be granted to a ny third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.

18 35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.

36. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that CONSULTANT offer accommodations or services to the public, such accommodations or services shall be offered by CONSULTANT to the public on fair and reasonable terms.

37. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM's request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution.

38. FEDERAL REGULATIONS

38.1 Compliance with Regulations. CONSULTANT shall comply with the regulations relative to nondisc rimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement. In addition, CONSULTANT shall comply with the provisions provided in FHWA-1273, attached hereto as Exhibit B and incorporated herein.

38.2 Nondiscrimination.

A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performanc e of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual

19 orientation, or military and veteran statu s. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by ANAHEIM to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100 -8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and ANAHEIM upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or ANAHEIM shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labo r organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with re gard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non - discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 4 9 CFR 26 on the basis of race, color, sex, or national origin. In administering ANAHEIM components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of

20 defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

38.3 Solicitations for Sub-agreements, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub -agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT's obligations under this Agreement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.

38.4 Information and Reports. CONSULTANT shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to CONSULTANT's books, records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or r efuses to furnish this information, CONSULTANT shall so certify to ANAHEIM, STATE or the FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.

38.5 Sanctions for Noncompliance . In the event of CONSULTANT's noncompliance with the nondiscrimination provisions of this agreement, ANAHEIM and the STATE shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part.

38.6 Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub -agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. CONSULTANT shall take such action with respect to any sub -agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is thre atened with, litigation with a sub -applicant or supplier as a result of such direction, CONSULTANT may request STATE enter into such litigation to protect the interests of STATE, and, in addition, CONSULTANT may request the United States to en ter into such litigation to protect the interests of the United States.

39. AUDIT REVIEW PROCEDURES

39.1 Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be revie wed by ANAHEIM’S Director of Finance.

21 39.2 Not later than 30 days after issuance of the final audit report, CONSULTANT may request a review by ANAHEIM’S Director of Finance of unresolved audit issues. The request for review will be submitted in writing.

39.3 Neither the pendency of a dispute nor its consideration by ANAHEIM will excuse CONSULTANT from full and timely performance, in accordance with the terms of this contract.

39.4 CONSULTANT and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, if ap plicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The contract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ANAHEIM contract manager to conform to the audit or review recommendations.

CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ANAHEIM at its sole discretion.

Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs.

40. EQUIPMENT PURCHASE

40.1 Prior authorizati on in writing, by ANAHEIM’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services.

CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

40.2 For purchase of any item, service or consulting work not covered in CONSULTANT’s Cost Proposal and exceeding $5,000 prior authorization by ANAHEIM’s Contract Administrator; three competitive quotat ions must be submitted with the request, or the absence of bidding must be adequately justified.

40.3 Any equipment purchased as a result of this contract is subject to the following: “CONSULTANT shall maintain an inventory of all nonexpendable property.

Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, ANAHEIM shall receive a proper refund or credit at the conclus ion of the contract, or if the contract is terminated, CONSULTANT may either keep the equipment and credit ANAHEIM in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance w ith established ANAHEIM procedures; and credit ANAHEIM in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually

22 agreeable to by ANAHEIM and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by ANAHEIM.” 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project.

41. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
CONSULTANT warrants that this contract was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any ANAHEIM employee.

For breach or violation of this warranty, ANAHEIM shall have the right in its discretion; to terminate the contract without liability; to pay only for th e value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

42. PROHIBITION OF EXPENDING ANAHEIM STATE OR FEDERAL FUNDS

FOR LOBBYING

42.1 CONSULTANT certifies to the best of his or her knowledge and belief that:

A. No state, federal or local agency appropriated funds have been paid, or will be paid by -or-on behalf of CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

B. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; CONSULTANT shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.49 c

42.2 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or enteri ng into this transaction imposed by Section 1352, Title 31, U.S.

Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

42.3 CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower -tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly.

43. STATEMENT OF COMPLIANCE

23 43.1 CONSULTANT’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requ irements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103.

43.2 . During the performance of this Contract, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against a ny employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a -f) et seq.) and the 5applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full.

Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

43.3 The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance w ill implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

43.4 The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including employment practices when the Agreement covers a program whose goal is employment.

44. DEBARMENT AND SUSPENSION CERTIFICATION

44.1 CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Govern ment wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal

24 agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

Any exceptions to this certification must be disclosed to ANAHEIM.

44.2 Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action.

44.3 Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration.

45. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (ANAHEIM), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, ANAHEIM shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate good faith efforts to meet this goal. It is CONSULTANT’s responsibility to verify that the DBE firm is certified as DBE at date of proposal opening and document the record by printing out the California Unified Certification Program (CUCP) data for each DBE firm. A list of DBEs certified by the CUCP can be found here.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.
• 60 percent counts if the materials or supplies are purchased from a DBE regular dealer.

Only fees, commissions, and charges for assis tance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49CFR26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR Part 26 entitled “Par ticipation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist ANAHEIM in a good faith effort to achieve California's statewide overall DBE goal.

25 B. The goal for DBE participation for this Agreement is _______ % Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10-02: Consultant Contract DBE Commitment attached hereto and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal b y either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information –Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on t he basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal -aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Substitution of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains ANAHEIM’s written consent. CONSULTANT shall not terminate or substitute a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from ANAHEIM. Unless ANAHEIM’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02 Consultant Contract DBE Commitment form, included in the Bid.

26 ANAHEIM authorizes a request to use other forces or sources of materials if CONSULTANT shows any of the following justifications:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2. ANAHEIM stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet ANAHEIM’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent.

8. Listed DBE voluntarily withdraws with written notice from the Contract

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. ANAHEIM determines other documented good cause.

CONSULTANT shall notify the original DBE of the intent to use other forces or material sources and provide the reasons and provide the DBE with 5 days to respond to the notice and advise CONSULTANT and ANAHEIM of the reasons why the use of other forces or sources of materials should not occur.

CONSULTANT’s request to use other forces or material sources must include:

1. One or more of the reasons listed in the preceding paragraph.

2. Notices from CONSULTANT to the DBE regarding the request.

3. Notices from the DBEs to CONSULTANT regarding the request.

If a listed DBE is terminated or substituted, CONSULTANT must make good faith efforts to find another DBE to substitute for the original DBE. The substitute DBE must

27 perform at least the same amou nt of work as the original DBE under the contract to the extent needed to meet or exceed the DBE goal.

F. Commitment and Utilization
ANAHEIM’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

ANAHEIM shall request CONSULTANT to:

1. Notify ANAHEIM’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1st-tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9 -F Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE mu st notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to ANAHEIM. On work completion, CONSULTANT shall complete a Disadvantaged Business Enterprises (DBE) Certification Status Change, Exhibit 17-O, form and submit the form to ANAHEIM within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to ANAHEIM within 90 days of contract acceptance. ANAHEIM will withhold $10,000 until the form is submitted. ANAHEIM will release the withhold upon submission of the completed form.

In ANAHEIM’s reports of DBE participation to Caltrans, ANAHEIM must display both commitments and attainments.

G. A DBE is only eligible to be counted toward the AGREEMENT goal if it performs a commerciall y useful function (CUF) on the AGREEMENT. CUF must be evaluated on an agreement by agreement basis. A DBE performs a Commercially Useful

28 Function (CUF) when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibiliti es by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the AGREEMENT is commensurate with the work it is actually performing, and other relevant factors.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obt ain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thi rty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to ANAHEIM’s Contract Administrator within thirty (30) calendar days.

L. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant shall complete and email the Exhibit 9 - F: Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to the Agency.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

46. CONTINGENT FEE
CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or

29 understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies mai ntained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, ANAHEIM has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct fro m the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

47. DISPUTES

47.1 Any dispute, other than audit, concerning a question of fact arising under this contract that is not disposed of by agreement shall be decided by a committee consisting of ANAHEIM's Contract Administrator and Director of Public Works, who may consider written or verbal information submitted by CONSULTANT.

47.2 Not later than 30 days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by ANAHEIM Director of Public Works, of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

48. SAFETY

48.1 CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by ANAHEIM Safety Of ficer and other ANAHEIM representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

48.2 Pursuant to the authority contained in Section 591 of the Vehicle Code, ANAHEIM has determined that such areas are within the limits of the project and are open to public traffic.

CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably neces sary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

48.3 Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

49. CLAIMS FILED BY CONSTRUCTION CONTRACTOR

49.1 If claims are filed by ANAHEIM's construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to eva luate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with ANAHEIM's

30 construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

49.2. CONSULTANT’s personnel that ANAHEIM considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from ANAHEIM. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this contract.

49.3 Services of CONSULTANT’s personnel in connection with ANAHEIM's construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this contract in order to resolve the construction claims.

50. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two - year period, because of CONSULTANT’s failure to comply with an order of a federal court t hat orders CONSULTANT to comply with an order of the National Labor Relations Board.

51. EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by ANAHEIM. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation toge ther with the comments shall be retained as part of the contract record.

52. RETENTION OF FUNDS

52.1 Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section.

52.2. ANAHEIM may hold retainage from CONSU LANTS and shall make prompt and regular incremental acceptances of portions, as determined by ANAHEIM, of the contract work, and pay retainage to CONSULTANT based on these acceptances. ANAHEIM shall designate one of the methods below in the contract to ens ure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant. (Choose either Method 1, Method 2, or Method 3 below and delete the other two.)
No retainage will be held by ANAHEIM from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with ANAHEIM’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedi es, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment

31 by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

53. INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit ANAHEIM, the state, and the FHWA if federal participating funds are used in this contract; to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis.

54. PROMPT PAYMENT FROM ANAHEIM TO CONSULTANT
ANAHEIM shall make any progress payment within 30 days after receipt of an undisputed and properly submitted paymen t request from CONSULTANT on a professional service contract. If ANAHEIM fails to pay promptly, ANAHEIM shall pay interest to the contractor, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfie d. Upon receipt of a payment request, ANAHEIM shall act in accordance with both of the following:
(1) Each payment request shall be reviewed by ANAHEIM as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request. (2) Any payment request determined not to be a proper payment request suitable for payment shall be returned to CONSULTANT as soon as practicable, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper.

55. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM ("Effective Date").

32 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:

CITY OF ANAHEIM
a municipal corporation

By:

“ANAHEIM”
ATTEST:

By: _
City Clerk of Anaheim
_______________________, a ______________
DATE OF EXECUTION:

By:

Printed Name _______________________

Title ___________________________

“CONSULTANT”
APPROVED AS TO FORM:

ROBERTY FABELA, CITY ATTORNEY

By:

Bryn M. Morley
Deputy City Attorney
Dated:

Attachments: Exhibit A
146257

1 EXHIBIT A

STARTS AFTER THIS PAGE

1 EXHIBIT B

STARTS AFTER THIS PAGE

Citywide SRTS Sidewalk Gap Closure Project
Appendix 3

APPENDIX 3

INSURANCE REQUIREMENTS

INSURANCE

Without limiting ANAHEIM’S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:

Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence.

Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Bodily Injury, Sexual Abuse and Molestation, Personal Injury Liability, Products/Completed Operations Liability, and Independent CONSULTANT’S Liability, in an amount not less than Two Million Dollars ( $2,000,000) per occurrence, Four Million Dollars ( $4,000,000) annual aggregate, written on an occurrence f orm. Such insurance shall be written on a primary basis, but may include a deductible of not more than Ten Thousand ( $10,000) per occurrence, provided that such deductible or self -insured retention is disclosed to CITY, in writing, at the inception of this Agreement. (This coverage written with a Self -Insured Retention must be submitted for approval by the Risk Manager prior to the inception of the final Agreement.)

Comprehensive Automobile Liability Coverage including—as applicable—owned, non- owned, and hired autos, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, combined single limit, as required by California law.

Professional Liability Insurance in an amount not less than Two Million Dollars ($2,000,000) per occurrence, and CONSULTANT shall maintain such coverage for at least one (1) year from the termination of this Agreement. Such insurance shall be written on a primary basis, but may include a deductible of not more than Ten Thousand ($10,000) per occurrence, provided that s uch deductible is disclosed to CITY , in writing, at the inception of this Agreement. (This coverage written with a Self-Insured Retention must be submitted for approval by the Risk Manager prior to inception of the final Agreement. Bidder must disclose the amount of the Self-Insured Retention and other material terms.)

Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:

“This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium that shall provide for not less than ten (10) days’ notice.”

Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:

Citywide SRTS Sidewalk Gap Closure Project
Appendix 3

“It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”

“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM - designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”

Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above- referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:

1. Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;

2. Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed in any way as limiti ng the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB -AGENT, if any) performance of the work covered under this Agreement.

Citywide SRTS Sidewalk Gap Closure Project
Appendix 3

In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above- referenced liability insurance, or (ii) that such fi rms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above- referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in ANAHEIM’S best interest based on the scope of services and nature of the project.

Citywide Safe Routes to School Sidewalk Gap Closure Project APPENDIX 4 – PROJECT LOCATIONS
APPENDIX 4

PROJECT LOCATIONS

¹½
¹½ ¹½
¹½
ñ

E MIRALOMA WAY
N

A NNA D
R

E BANYAN PL

N LOUISE DR

E BRIARVALE AVE

E ARBUTUS AVE

N BAXTER ST

E PARK LN

E SYCAMORE ST

E ROMNEYA DR

N BAXTER ST

E BENMORE LN

ES OUTH REDWOOD DR

E CANFIELD LN

E VIA BURTON ST

E SYCAMORE ST

E TERRACE ST

N DALY ST

E ROMNEYA DR
57 91

N PLACENTIA AVE

N ACACIA ST

E LA PALMA AVE

N STATE COLLEGE BLVD

N SUNKIST ST
E M
IRALOM
A AVE

E LA PALMA AVE

ISLAMIC INSTITUTE

OF ORANGE
COUNTY
EDISON

ELEMENTARY
SCHOOL

SYCAMORE JR

HIGH SCHOOL

SUNKIST

ELEMENTARY
SCHOOL
Sidewalk Gap Closure
Map Location
°
0 500 1,000
Feet
Key Features
City Boundary
ñ Religious Places
¹½ Schools
Missing Sidewalk
4586
City of Anaheim
GIS Central
May 31, 2018
Acacia St. and La Palma Ave.
¹½

CLUB LN

MAPLE STPINE STBEECH ST
OAK ST

PEAR ST
PEA
CHST

CLUB VISTA ST
N
TAORM
INA
DR

N VIA PORTO

PARK RD

ORANGE ST

E SOUTH ST
N

PARKVISTA
ST

S BETH CIRS CONNIE CIR

N ROYAL PL

N ROYAL ST

E JACKSON AVEN

CHANTILLYS T

E CARNIVAL AVE

N BETH ST

N SHAKESPEARE ST

N CAROUSEL ST

NARMANDO ST

E WHITE STARAVE

E FRONTERA ST

E GREENHEDGE AVE

E JACKSON AVE

E FRONTERA ST
57 91

N BLUE GUM ST

N RIO VISTA ST

E LA PALMA AVE

E LA PALMA AVE

RIO VISTA

ELEMENTARY
SCHOOL
Map Location
°
0 500 1,000
Feet
Key Features
City Boundary
¹½ Schools
Missing Sidewalk
4586
City of Anaheim
GIS Central
May 31, 2018
Sidewalk Gap Closure
Frontera St.
¹½
¹½¹½
¹½
N
VIA
BREVE

E EISENHOW
ERCIR
N

HANCOCK
ST

MINUET LN
N
M
ANTIDR
CYM
BAL ST

N POST LN

E HUNTER AVE

E GERDA DR

E BERGH DR

NHOLBROOKST

VISTALOM
A

WOODWIND LN
N M

ANASSERO ST
N

HARMONY
CIR
N

BRASHER

STE LANDON DR

E HUNTER AVE
91 N LAKEVIEW
AVE
N

KELLOGG
DR

E LA PALMA AVE

ORANGETHORPE AVE

E ORANGETHORPE AVE

E LA PALMA AVE

VINEYARD

CHRISTIAN
SCHOOL

FAIRMONT

ELEMENTARY

ANAHEIM HILLS

INTEGRITY

CHRISTIAN
SCHOOL
Sidewalk Gap Closure
Map Location
°
0 500 1,000
Feet
Key Features
City Boundary
¹½ Schools
Missing Sidewalk
4586
City of Anaheim
GIS Central
May 31, 2018
La Palma Ave.
¹½
¹½

E AUTRYDR

S TRISH CT

S SHIVOM
CT

SPENNYLN

SEUCALYPTUSDR

S TIMKEN RD
SOW
ENS DR

EEUCALYPT US DR

E VISTADELSOL

E ESPERANZARD

SCOYOTE LN
EPASEO
LAREDO
N
C
IELITO
LINDO

E MARTELLA LN

S MOHLERDR

N AVENIDA MALAGA

N AVENIDA CORDOBA

SCOUNTRY
HILLRD

N AVENIDA SEGOVIA

NMOHLERDR

E CAMINO TAMPICO

SOLDBRIDGERD

SDELGIORGIO
RD
ECALLEDURANGO91

S FAIRMONT BLVD

E LA PALMA AVE

N FAIRM

ONT BLVD ESANTAANACANYON
RD

EL RANCHO

CHARTER

MIDDLE SCHOOL

ANAHEIM

MONTESSORI
SCHOOL
Sidewalk Gap Closure
Map Location
°
0 500 1,000
Feet
Key Features
City Boundary
¹½ Schools
Missing Sidewalk
4586
City of Anaheim
GIS Central
May 31, 2018
Santa Ana Canyon Rd.

Citywide Safe Routes to School Sidewalk Gap Closure Project APPENDIX 5 – PRELIMINARY ENGINEERING EXHIBITS
APPENDIX 5

PRELIMINARY ENGINEERING EXHIBITS

1471APN# 073-460-08

EXIST R/WEXIST CURB RAMP(PROTECT)A

EXIST R/WEXIST CURB RAMP(PROTECT)

BLOSSOM LN
LEGEND:PROPOSED ADA SIDEWALK

BURTON ST

TYPICAL SECTION A-A

CANFIELD LN
1DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION

ACACIA ST

ACACIA STREETNTS

PROPOSED ADA DRIVEWAY

PROPOSED PARKWAY

EXISTING RIGHT-OF-WAY

ACACIA STREETFROM BURTON STREET TO BLOSSOM LANE
*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS
*GRADE TOMATCH EXISTING

1103APN# 073-323-181061APN# 073-333-141043APN# 073-333-181041APN# 073-333-231025APN# 073-333-241035APN# 073-333-161021APN# 073-333-27BB CC

EXIST R/WEXIST CURB RAMP(PROTECT) PROP R/WEXIST R/W
1135APN# 073-323-131129APN# 073-323-141123APN# 073-323-151115APN# 073-323-161109APN# 073-323-17 1141APN# 073-323-121147APN# 073-323-11BB

EXIST CURB RAMP(PROTECT)EXIST R/W EXIST R/W
MATCH LINE ~ SEE BELOW LEFT
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION2ACACIA STREETFROM LA PALMA TO ROMNEYA DRIVE MATCH LINE ~ SEE ABOVE RIGHT

LA PALMA AVE

ACACIA STLA PALMA AVE

ACACIA STROMNEYA DRIVE

ROMNEYA DRIVE
TYPICAL SECTION B-BACACIA STREETNTS TYPICAL SECTION C-C1041 ACACIA STREETNTSLEGEND:PROPOSED ADA SIDEWALK

PROPOSED ADA DRIVEWAY

PROPOSED PARKWAY

EXISTING RIGHT-OF-WAYPROPOSED RIGHT-OF-WAY
*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS
* *GRADE TOMATCH EXISTINGGRADE TOMATCH EXISTING

2230APN# 083-013-13
D
D2238APN# 083-013-14

EXIST R/W

PROP R/W
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION
LEGEND:PROPOSED ADA SIDEWALK

PROPOSED ADA DRIVEWAY

PROPOSED PARKWAY

EXISTING RIGHT-OF-WAY
3LA PALMA AVENUE2230 & 2238 LA PALMA AVE

LA PALMA AVE

WHITTIER ST
TYPICAL SECTION D-D2230 & 2238 ACACIA STREETNTSPROPOSED RIGHT-OF-WAY

WHITTIER ST

TEMPORARY CONSTRUCTION EASEMENT (TCE)

GRADE TOMATCH EXISTING

EXIST CURB RAMP(PROTECT) E
E2930APN# 268-331-02

PROP CURB & GUTTER

EXIST R/WEXIST R/W
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION

TYPICAL SECTION E-E
4FRONTERA STREETFROM 250' E/O PARK VISTA ST TO 700' E/O PARK VISTA ST

FRONTERA STREETNTS

PARK VISTA ST

FRONTERA ST
LEGEND:PROPOSED ADA SIDEWALK

PROPOSED ADA DRIVEWAY

PROPOSED PARKWAY

EXISTING RIGHT-OF-WAYPROPOSED RIGHT-OF-WAYTEMPORARY CONSTRUCTION EASEMENT (TCE)

GRADE TOMATCH EXISTING

4616APN# 346-192-084620APN# 346-192-094640APN# 346-192-10EXIST R/W EXIST R/W F
F
4930APN# 346-403-054940APN# 346-403-054950APN# 346-403-035010APN# 346-403-105020APN# 346-403-09EXIST R/W EXIST R/W F
F
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION5LA PALMA AVENUEFROM LAKEVIEW AVE TO KELLOGG DR

LA PALMA AVE

LAKEVIEW AVE

TYPICAL SECTION F-FLA PALMA AVENTS
LEGEND:PROPOSED ADA SIDEWALK

PROPOSED ADA DRIVEWAY

PROPOSED PARKWAY

EXISTING RIGHT-OF-WAY

LAKEVIEW AVE

LA PALMA AVE

HANCOCK ST

MANASSERO ST

KELLOGG DR
*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS
*GRADE TOMATCH EXISTING

5395APN# 346-231-095401APN# 346-261-065425APN# 346-261-06EXIST R/WG G

EXIST R/W
5601APN# 346-271-17HEXIST R/W
H
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION6LA PALMA AVENUEFROM BRASHER ST TO IMPERIAL HWY

LA PALMA AVE

BRASHER ST

TYPICAL SECTION H-HLA PALMA AVENTS
LEGEND:PROPOSED ADA SIDEWALK

PROPOSED ADA DRIVEWAY

PROPOSED PARKWAY

EXISTING RIGHT-OF-WAY

LA PALMA AVE

IMPERIAL HWY

IMPERIAL HWY
TYPICAL SECTION G-GLA PALMA AVENTS*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS *GRADE TOMATCH EXISTINGGRADE TOMATCH EXISTING*

I
I EXIST R/WEXIST R/W APN# 356-441-03
111APN# 356-441-05115APN# 356-441-06119APN# 356-441-07
J

J EXIST R/W
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION
MATCH LINE ~ SEE BELOW LEFT

SANTA ANA CANYON ROAD
FAIRMONT BLVD MATCH LINE ~ SEE ABOVE RIGHT
MATCH LINE ~ SEE SHEET 8

SANTA ANA CANYON ROAD

FAIRMONT BLVD

MOHLER DR

MOHLER DR
7SANTA ANA CANYON ROADFROM FAIRMONT BLVD TO MOHLER DRTYPICAL SECTION I-ISANTA ANA CANYON ROADNTS*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS *
TYPICAL SECTION J-JSANTA ANA CANYON ROADNTS*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS * LEGEND:PROPOSED ADA SIDEWALK

PROPOSED HIKING & EQUESTRIAN TRAILEXISTING RIGHT-OF-WAY

111APN# 356-311-25117APN# 356-311-2321065APN# 356-311-01 111APN# 356-311-257615APN# 358-301-16 7625APN# 358-301-17

EXIST R/W EXIST R/W
J
J
J
J
7635APN# 358-301-18101APN# 358-301-03109APN# 358-301-02105APN# 358-301-01

EXIST R/W
J

JEXIST R/W
DEPARTMENT OF PUBLIC WORKSCITY OF ANAHEIMCITYWIDE SRTS SIDEWALK GAP CLOSURECITY OF ANAHEIM CALIFORNIAFOUNDED 1857 CITY OF ANAHEIMDEPARTMENT OF PUBLIC WORKS200 SOUTH ANAHEIM BLVD. #276ANAHEIM, CA 92805(714) 765-5176www.anaheim.net K955 - CITYWIDE SRTS SIDEWALK GAP CLOSURE
ACCOUNT NUMBER8NOT FOR CONSTRUCTION
MATCH LINE ~ SEE BELOW LEFTSANTA ANA CANYON ROAD
MATCH LINE ~ SEE ABOVE RIGHT

SANTA ANA CANYON ROAD

MARTIN RD
8SANTA ANA CANYON ROADFROM MOHLER DR TO EUCALYPTUS DRTYPICAL SECTION D-DSANTA ANA CANYON ROADNTS*ALL WORK WILL BE WITHIN PUBLIC R/W LIMITS *
MATCH LINE ~ SEE SHEET 7

EUCALYPTUS DR

EUCALYPTUS DR
LEGEND:PROPOSED ADA SIDEWALK

PROPOSED HIKING & EQUESTRIAN TRAILEXISTING RIGHT-OF-WAY

Citywide Safe Routes to School Sidewalk Gap Closure Project APPENDIX 6 – CALTRANS LOCAL ASSISTANCE PROCEDURES MANUAL EXHIBITS APPENDIX 6

CALTRANS LOCAL ASSISTANCE PROCEDURES MANUAL EXHIBITS

Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
EXHIBIT 10-H1 COST PROPOSAL Page 1 of 3

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
Note: Mark-ups are Not Allowed ☐ Prime Consultant ☐ Subconsultant ☐ 2nd Tier Subconsultant Consultant __________________________________________________________ Project No. _______________________ Contract No. ____________________ Date ____________________

DIRECT LABOR
Classification/Title Name Hours Actual Hourly Rate Total ____________________________
____________________________
____________________________
____________________________
________
________
________
________

LABOR COSTS
a) Subtotal Direct Labor Costs
b) Anticipated Salary Increases (see page 2 for calculation) ____ ___________
_______________
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] _______________

INDIRECT COSTS
d) Fringe Benefits (Rate:
_____ )
f) Overhead (Rate: _____ )
e) Total Fringe Benefits [(c) x (d)] _______________
g) Overhead
[(c) x (f)] _______________
h) General and Administrative (Rate: ___ __ ) i) Gen & Admin [(c) x (h )] _______________ FIXED
FEE
j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] _______________ k) TOTAL FIXED FEE [(c) + (j)] x fixed fee ______ ] ______________ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Description of Item Quantity Unit Unit Cost Total
l) TOTAL OTHER DIRECT COSTS
m) SUBCONSULTANTS’ COSTS (Add additional pages if necessary) Subconsultant 1:

Subconsultant 2:

Subconsultant 3:

Subconsultant 4:
m) TOTAL SUBCONSULTANTS’ COSTS
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l)+(m)] ___________________ TOTAL COST [(c) + (j) + (k) + (n)] _____________________ NOTES:

1. Key pe
rsonnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

3. Anticipated salary increases calculation (page 2) must accompany.

January 2020
$ 0.00
$ 0.00
$ 0.00

0.00%
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00

0.00%

0.00%
$ 0.00
$ 0.00

0.00%
Mileage Costs
$ 0.00
Equipment Rental and Supplies
$ 0.00
Permit Fees
$ 0.00
Plan Sheets
$ 0.00
Test
$ 0.00

Local Assistance Procedures Manual EXHIBIT 1 0-H1
Cost Proposal
EXHIBIT 10-H 1 COST PROPOSAL Page 2 of 3

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Direct
Labor Total Hours per Avg 5Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $250,000.00 500 $50.00 Year 1 Avg
Hourly Rate

2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation%) Avg Hourly Rate Proposed Escalation
Year 1 $50.00 + 2% = $51.00 Year 2 Avg Hourly Rate
Year 2 $51.00 + 2% = $52.02 Year 3 Avg Hourly Rate
Year 3 $52.02 + 2% = $53.06 Year 4 Avg Hourly Rate
Year 4 $53.06 + 2% = $54.12 Year 5 Avg Hourly Rate

3. Calculate estimated hours per year (Multiply estimate% each year by total hours) Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 20.0% 5000 = 1000 Estimated Hours Year 1
Year 2 400% 5000 = 2000 Estimated Hours Year 2
Year 3 15.0% 5000 = 750 Estimated Hours Year 3
Year 4 15.0% 5000 = 750 Estimated Hours Year 4
Years 100% 5000 = 500 Estimated Hours Year 5
Total 100% Total = 5000

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Avg Hourly Rate Estimated hours Cost per
(calculated above) (calculated above) Year
Year 1 $50.00 1000 $50,000.00 Estimated Hours Year 1 =
Year 2 $51.00 2000 $102,000.00 Estimated Hours Year 2 = Year 3 $52.02 750 $39,015.00 Estimated Hours Year 3 =
Year 4 $53.06 750 $39,795.30 Estimated Hours Year 4 =
Years $54.12 500 = $27,060.80 Estimated Hours Year 5
Total Direct Labor Cost with Escalation $257,871.10 =
Direct Labor Subtotal before Escalation = $250,000.00
Estimated total of Direct Labor Salary Transfer to Page 1 = Increase $7,871.10
NOTES:

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the# of years of the contract, and a breakdown of the labor to be performed each year.

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the# of years is not acceptable.
(i e. $250,000 x 2% x 5 yrs= $25,000 is not an acceptable methodology)

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided.

January 2020

_
Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
EXHIBIT 10-H 1 COST PROPOSAL Page 3 of 3
Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal{s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

1. Generally Accepted Accounting Principles {GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112 - Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service

6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board {when applicable)
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements.

Costs that are noncom pliant with the federal and state requirements are not eligible for reimbursement.

Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate{s).

Prime Consultant or Subconsultant Certifying:

Name: ______________ _ Title*:

Signature: ____ _ _ ____ __ ____ _ Date of Certification {mm/dd/yyyy): _ Email: ______ ______ __ _ Phone Number:

Address: ________________________________ _
*An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

List services the consultant is providinq under the proposed contract:

January 2020
$ 0.00

Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
EXHIBIT 10-H2 COST PROPOSAL Page 1 of3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
Note: Mark-ups are Not Allowed
Consultant _________________ _ D Prime Consultant D Subconsultant D 2nd Tier Subconsultant Project No. _________ _ Contract No. ------- - Participation Amount $ ________ _ Date --- - For Combined Rate
Fringe Benefit% + General &Administrative% = Combined ICR% OR
For Home Office Rate
Fringe Benefit % + General &Administrative% = Home Office ICR% For Field Office Rate
Frinqe Benefit % + General &Administrative% = Field Office ICR% = Fee %

BILLING INFORMATION CALCULATION INFORMATION
Name/Job Title/Classification 1 Hourly Billing Rates2
Str aight3 OT(1.5x) OT(2x)
Effective Date of Hourly Rate
From To
Actual or Avg.

Hourly Rate4
% or$
Increase
Hourly Range -
for Clas sifications Only
John Doe - Project Manager*
Civil Engineer II
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
01/01/2016
01/01/2017
01/01/2018
12/31/2016
12/31/2017
12/31/2018
$0.00
$0.00
$0.00

0.0%

0.0%
Not Applicable
Sue Jones- Const ruction
Engineeri1nspector
Engineer I
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
01/01/2016
01/01/2017
01/01/2018
12/31/2016
12/31/2017
12/31/2018
$0.00
$0.00
$0.00

0.0%

0.0%
Not Applicable
Buddy Black - Claims Engineer
Engineer Ill
Land Surveyor
**
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
01/01/2016
01/01/2017
01/01/2018
01/01/2016
01/01/2017
01/01/2018
12/31/2016
12/31/2017
12/31/2018
12/31/2016
12/31/2017
12/31/2018
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00

0.0%

0.0%

0.0%

0.0%
Not Applicable
$00-$00
$00-$00
$00-$00
Technician $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
01/01/2016
01/01/2017
01/01/2018
12/31/2016
12/31/2017
12/31/2018
$0.00
$0.00
$0.00

0.0%

0.0%
$00-$00
$00-$00
$00-$00
(Add pages as necessary)

January 2020

Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
NOTES:

1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**).All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.

2. The cost proposal format shall not be amended.

3. Billing rate= actual hourly rate * (1 + ICR) * (1 + Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultants annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement.

4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification.

EXHIBIT 10-H2 COST PROPOSAL Page2ot3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
Consultant __________________ _ □ Prime Consultant □ Subconsultant Project No. __________ _ Contract No. -----------Date ________ _ SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessary) Description of Item Quantity Unit Unit Cost Total
Subconsultant 1:

Subconsultant 2:

Subconsultant 3:

Subconsultant 4:

Subconsultant 5:

Note: Add additional pages if necessary.

NOTES:

1. List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation.

2. Proposed ODC items should be consistently billed regardless of client and contract type.

3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate.

4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice).

5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost

6. Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules.

January 2020
Mileage Costs
Vehicle
Equipment Rental and Supplies
Permit Fees
Plan Sheets
Test
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00

Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal

7. If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs.

8. If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose.

9. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles.

10. Add additional pages if necessary.

11. Subconsultants must provide their own cost proposals.

January 2020
Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
EXHIBIT 10-H2 COST PROPOSAL Page 3 of 3
Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

7. Generally Accepted Accounting Principles (GAAP)

8. Terms and conditions of the contract

9. Title 23 United States Code Section 112 - Letting of Contracts

10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service

12. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)
All costs must be applied consistently and fair1y to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements.

Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.

Prime Consultant or Subconsultant Certifying:

Name: ______________ _ Title*: ______________ _
Signature: _____________ _ Date of Certification (mm/dd/yyyy):

Email: ______________ _ Phone Number: ___________ _
Address: ________________________________ _
* An individual executive or financial officer of the
consultant's or subconsultant's organization at
a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

List services the consultant is providing under the proposed contract:

January 2020
$ 0.00

Local Assistance Procedures Manual EXHBIT 10-H3
Cost Proposal
EXHIBIT 10-HJ COST PROPOSAL Page 1 of 2

COST PER UNIT OF WORK CONTRACTS
(GEOTECHNICAL AND MATERIAL TESTING)
Note: Mark-ups are Not Allowed □ Prime Consultant □ Subconsultant □ 2nd Tier Subconsultant Consultant __________________ _
Project No. _________ _ Contract No. --------- Date ------ - Unit/Item of Work:
(Example: Log of Test Boring for Soils Report, or ADL Testing for Hazardous Waste Material Study} Include as many Items as necessary.

DIRECT LABOR Hours Billing Hourly Rate {$) Total{$)
Professional {Classification)*
Sub-professional/Technical**
EQUIPMENT 1 {with Operator)
EQUIPMENT 2 {with Operator)
Consultant's Other Direct Costs (ODC)- Itemize:

Description of Item Quantity Unit Unit Cost Total
Subconsultant 1:

Subconsultant 2:

Subconsultant 3:

Subconsultant 4:

Subconsultant 5:

Nole: Attach addtllonal pages if necessary.

TOTAL COST PER UNIT OF WORK
NOTES:
1 . Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. The cost proposal format shall not be amended.

2. Hourly billing rates should include prevailing wage rates and be consistent with publicly advertised rates charged to all clients (Commercial, Private or Public).

3. Mobilization/De-mobilization is based on site location and number and frequency of tests/items.

4. ODC items shall be based on actual costs and supported by historical data and other documentation.

5. ODC items that would be considered "tools of the trade' are not reimbursable.

6. Billing Hourly Rates must be actual, allowable, and reasonable.

January 2020
Mileage Costs
$ 0.00
Equipment Rental and Supplies
$ 0.00
Permit Fees
$ 0.00
Plan Sheets
$ 0.00
Test
$ 0.00

_ _
Local Assistance Procedures Manual EXHBIT 10-H3
Cost Proposal
EXHIBIT 10-H3 COST PROPOSAL Page 2 of 2
Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal{s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

13. Generally Accepted Accounting Principles {GAAP)

14. Terms and conditions of the contract

15. Title 23 United States Code Section 112 - Letting of Contracts

16. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

17. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service

18. 48 Code of Federal Regulation Part 9904 - Cost Accounting Standards Board {when applicable)
All costs must be applied consistently and fair1y to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements.

Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.

Prime Consultant or Subconsultant Certifying:

Name: ______________ _ Title*: ______________ _
Signature: _____________ _ Date of Certification {mm/dd/yyyy...._: ____ _ Email: ______________ Phone Number,_,_: __________ _
Address: ________________________________ _
* An individual executive or financial officer of the consultant's or subconsultant's organization at
a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

List services the consultant is providinq under the proposed contract:

January 2020
$ 0.00

I
Local Assistance Procedures Manual EXHBIT 10-1
Notice to Proposers DBE Information
EXHIBIT 10-1 NOTICE TO PROPOSERS DBE INFORMATION
(Federally funded projects only)
The Agency has established a DBE goal for this Contract of _____

1. 2.

3. 4.

TERMS AS USED IN THIS DOCUMENT
• The
term "Disadvantaged Business Enterprise" or "DBE" means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of Federal Regulations (CFR), Part 26.5.
• The term "Agreement" also means "Contract."
• Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term "Small Business" or "SB" is as defined in 49 CFR 26.65.

AUTHORITY AND RESPONSIBILITY
A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs").

The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts.

B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs.

SUBMISSION OF DBE INFORMATION
If there is a DBE goal on the contract, Exhibit 10-01 Consultant Proposal DBE Commitment must be included in the Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must document adequate good faith efforts. All DBE participation will be counted towards meeting the contract goal; therefore, all DBE participation shall be collected and reported.

Exhibit 10-02 Consultant Contract DBE Information must be included in best qualified consultant's executed consultant contract. Even if no DBE participation will be reported, the successful proposer must execute and return the form.

DBE PARTICIPATION GENERAL INFORMATION
It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following:

A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP).

B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company.

C. A DBE proposer not proposing as a joint venture with a non-DBE, will be required to document one or a combination of the following:

1. The proposer is a DBE and will meet the goal by performing work with its own forces.

2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or trucking companies.

3. The proposer, prior to proposing, made adequate good faith efforts to meet the goal.

January 2020

10.00%

Local Assistance Procedures Manual EXHBIT 10-1
Notice to Proposers DBE Information
D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest.

E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work.

F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants.

G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the DBE participation except that portion of the work to be performed by non-DBE subconsultants.

5. RESOURCES
A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP.

If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance.

B. Access the CUCP database from the Department of Transportation, Office of Civil Rights website

1. Click on the link titled Disadvantaged Business Enterprise;

2. Click on Search for a DBE Firm link;

3. Click on Access to the DBE Query Form located on the first line in the center of the page.

Searches can be performed by one or more criteria. Follow instructions on the screen.

6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING CONDITIONS:

A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Contract and of the general character described by the specifications.

B. If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of the materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section.

C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment shall be, by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section.

D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services.

January 2020

Local Assistance Procedures Manual Exhibit 10-K
Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-KCONSULTANT ANNUAL CERTIFICATION OF

INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM
(Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required.) Consultant’s Full Legal Name:

Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries.

Indirect Cost Rate:

Combined Rate % OR
Home Office Rate % and Field Office Rate (if applicable) % Facilities Capital Cost of Money % (if applicable)
Fiscal period *
* Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant’s one-year applicable accounting period for which financial statements are regularly prepared by the consultant.

I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that:
• All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31;
• The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally- funded A&E Consultant Contracts.
• All known material transactions or events that have occurred subsequent to year-end affecting the consultant’s ownership, organization, and indirect cost rates have been disclosed as of the date of this certification.

I am providing the required and applicable documents as instructed on Exhibit 10-A.

Financial Management System:

Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d); 23 CFR, Chapter 1, Part 172.11(a)(2); and all applicable state and federal rules and regulations.

Our financial management system has the following attributes:
• Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost

March 2018

Local Assistance Procedures Manual Exhibit 10-K
Consultant Annual Certification of Indirect Costs and Financial Management System accounts;
• Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts:

I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following:
• Sanctions and Penalties - 23 CFR Part 172.11(c)(4)
• False Claims Act - Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally - Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031
All A&E Contract Information:
• Total participation amount $___________________ on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is . • Years of consultant’s experience with 48 CFR Part 31 is . • Audit history of the consultant’s current and prior years (if applicable) ☐ Cognizant ICR Audit ☐ Local Gov’t ICR Audit □ Caltrans ICR Audit ☐ Federal Gov’t ICR Audit ☐ CPA ICR Audit
I, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(b)(2), 48 CFR Part 31, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans.

Name**: _ Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number**:
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President, a Chief Financial Officer, or equivalent, who has authority to represent the financial information used to establish the indirect cost rate.

Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-K forms.

Caltrans will not process local agency’s invoices until a complete Exhibit 10-K form is accepted and approved by Caltrans Audits and Investigations.

Distribution: 1) Original - Local Agency Project File
2) Copy - Consultant
3) Copy - Caltrans Audits and Investigations

March 2018

Local Assistance Procedures Manual Exhibit 10-O1
Consultant Proposal DBE Commitment
EXHIBIT 10-O1 CONSULTANT PROPOSAL DBE COMMITMENT

1. Local Agency: 2. Contract DBE Goal:

3. Project Description:

4. Project Location:

5. Consultant's Name: 6. Prime Certified DBE: 

7. Description of Work, Service, or Materials
Supplied

8. DBE
Certification
Number
Local Agency to Complete this Section

17. Local Agency Contract Number:

18. Federal-Aid Project Number:

19. Proposed Contract Execution Date:

20. 21. Local Agency Representative's Signature 22. Date

23. Local Agency Representative's Name 24. Phone

25. Local Agency Representative's Title
C
onsultant’s Ranking after Evaluation: __________________________ Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

9. DBE Contact Information

11. TOTAL CLAIMED DBE PARTICIPATION

10. DBE %
%
IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.

12. Preparer's Signature 13. Date

14. Preparer's Name 15. Phone

16. Preparer's Title
DISTRIBUTION: Original – Included with consultant’s proposal to local agency.

ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.

LPP 18-01 Page 1 of 2
January 2019
Citywide SRTS Sidewalk Gap Closure
10%
City of Anaheim
Various location throughout the City: Acacia St, La Palma Ave, Frontera St, & Santa Ana Canyon Rd. $ 0.00

0.00%
ATPSB1L5055 (194)

Local Assistance Procedures Manual Exhibit 10-O1
Consultant Proposal DBE Commitment
INSTRUCTIONS – CONSULTANT PROPOSAL DBE COMMITMENT

CONSULTANT SECTION

1. Local Agency - Enter the name of the local or regional agency that is funding the contract.

2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.

3. Project Location - Enter the project location as it appears on the project advertisement.

4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.).

5. Consultant’s Name - Enter the consultant’s firm name.

6. Prime Certified DBE - Check box if prime contractor is a certified DBE.

7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.

8. DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date bids are opened.

9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants.

Also, enter the prime consultant’s name and phone number, if the prime is a DBE.

10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation.

11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item “Contract DBE Goal,” an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM).

12. Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must sign their name.

13. Date - Enter the date the DBE commitment form is signed by the consultant’s preparer.

14. Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form.

15. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

16. Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form.

LOCAL AGENCY SECTION

17. Local Agency Contract Number - Enter the Local Agency contract number or identifier.

18. Federal-Aid Project Number - Enter the Federal-Aid Project Number.

19. Proposed Contract Execution Date - Enter the proposed contract execution date.

20. Consultant’s Ranking after Evaluation – Enter consultant’s ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant.

21. Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate.

22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.

23. Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the consultant’s DBE commitment form.

24. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant’s DBE commitment form.

LPP 18-01 Page 2 of 2
January 2019
□ □ □
□ □
□ □ --
-
B
----
□ □
Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
EXHIBIT 10-Q D ISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352

1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post -award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________
f. loan insurance date of last report __________

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime:

Prime Subawardee
Tier _______ , if known
Congressional District, if known Congressional District, if known

6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable ____________________

8. Federal Action Number, if known: 9. Award Amount, if known:

10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI)
(attach Continuation Sheet(s) if necessary)

12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer
b. one -time fee

13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee
b. in -kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________

15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12:
(attach Continuation Sheet(s) if necessary)

16. Continuation Sheet(s) attached: Yes No

17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature: ________________________________ ________
Print Name: ________________________________ _______
Title: ________________________________ ____________
Telephone No.: ____________________ Date:___________
Authorized for Local Reproduction
Federal Use Only: Standard Form - LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig- Local Agency Project Files

LPP 13-01 May 8, 2013

Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
INSTRUCTIONS FOR COMPLETING EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient at the initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352.

The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered federal action for which lobbying activity is or has been secured to influence, the outcome of a covered federal action.

2. Identify the status of the covered federal action.

3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered federal action.

4. Enter the full name, address, city, state, and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to:
subcontracts, subgrants, and contract awards under grants.

5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state, and zip code of the prime federal recipient. Include Congressional District, if known.

6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the federal program name or description for the covered federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number, the application/proposal control number assigned by the federal agency). Include prefixes, e.g., "RFP-DE -90-001."

9. For a covered federal action where there has been an award or loan commitment by the Federal agency, enter the federal amount of the award/loan commitments for the prime entity identified in item 4 or 5.

10. Enter the full name, address, city, state, and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered federal action.

11. Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (Ml).

12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

13. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

14. Check all boxes that apply. If other, specify nature.

15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal officials. Identify the federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted.

16. Check whether or not a continuation sheet(s) is attached.

17. The certifying official shall sign and date the form, and print his/her name title and telephone number.

Public reporting burden for this collection of information is estimated to average 30-minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF- LLL-Instructions Rev. 06-04

LPP 13-01 May 8, 2013
I
I
Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
Exhibit 10-R: A&E BOILERPLATE AGREEMENT LANGUAGE
(For Local Assistance Federal-aid Projects)

NOTE TO LOCAL AGENCY - BE SURE THAT YOUR LEGAL STAFF REVIEWS AND APPROVES ALL CONSULTANT CONTRACTS BEFORE EXECUTION. THIS AGREEMENT LANGUAGE IS RECOMMENDED LANGUAGE , EXCEPT

TITLE VI APPENDICES A-E MUST BE PHYSICALLY INCLUDED, UNMODIFIED, IN THE EXECUTED CONTRACT FOR ALL FEDERAL-AID PROJECTS, REFER TO ARTICLE XXXII. MODIFY AS RECOMMENDED BY YOUR OWN LEGAL STAFF AND TO FIT YOUR PARTICULAR REQUIREMENTS AND PROJECT.

THE FISCAL AND FEDERAL PROVISIONS ARE REQUIRED IN ALL FEDERALLY FUNDED CONTRACTS. THE ORIGINAL INTENT OF THE ARTICLE SHALL REMAIN, IF MODIFIED BY YOUR LEGAL STAFF.

This exhibit contains fiscal requirements from 2 CFR 200 and is to be used for state-only funded contracts as well.

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION....................................................................................................................3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS......................................................................4 ARTICLE III STATEMENT OF WORK .....................................................................................................5 ARTICLE IV PERFORMANCE PERIOD ..................................................................................................6 ARTICLE V ALLOWABLE COSTS AND PAYMENTS............................................................................6 ARTICLE VI TERMINATION ..................................................................................................................11 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ...................................11 ARTICLE VIII RETENTION OF RECORD/AUDITS ...............................................................................12 ARTICLE IX AUDIT REVIEW PROCEDURES ......................................................................................12 ARTICLE X SUBCONTRACTING..........................................................................................................14 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................15 ARTICLE XII STATE PREVAILING WAGE RATES..............................................................................16 ARTICLE XIII CONFLICT OF INTEREST ..............................................................................................19 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION .......................20

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ....................................................................................................................................20 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE...................21 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION ..................................................22 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION .................22 ARTICLE XIX INSURANCE ...................................................................................................................26 ARTICLE XX FUNDING REQUIREMENTS ...........................................................................................27 ARTICLE XXI CHANGE IN TERMS.......................................................................................................27 ARTICLE XXII CONTINGENT FEE........................................................................................................27 ARTICLE XXIII DISPUTES.....................................................................................................................28

January 2022
Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
ARTICLE XXIV INSPECTION OF WORK..............................................................................................28 ARTICLE XXV SAFETY.........................................................................................................................28 ARTICLE XXVI OWNERSHIP OF DATA ...............................................................................................29 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR.............29 ARTICLE XXVIII CONFIDENTIALITY OF DATA...................................................................................30 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION .....................................30 ARTICLE XXX EVALUATION OF CONSULTANT ................................................................................31 ARTICLE XXXI PROMPT PAYMENT FROM THE LOCAL AGENCY TO CONSULTANT ...................31 ARTICLE XXXII TITLE VI ASSURANCES.............................................................................................31 ARTICLE XXXIII NOTIFICATION...........................................................................................................36 ARTICLE XXXIV CONTRACT................................................................................................................36 ARTICLE XXXV SIGNATURES .............................................................................................................36

January 2022

-
Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language

ARTICLE I INTRODUCTION
This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the “CONSULTANT” is as follows:
(NAME OF CONSULTANT)
Incorporated in the State of (NAME OF STATE)
The Project Manager for the “CONSULTANT” will be (NAME) The name of the “LOCAL AGENCY” is as follows:
(NAME)
The Contract Administrator for LOCAL AGENCY will be (NAME) B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated (DATE). The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment #) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
(Choose either Option 1 or Option 2)
(Option 1 - Use paragraphs A & B below for standard AGREEMENTs) A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.
(Option 2 - Use paragraphs A & B below for on-call AGREEMENTs) A. CONSULTANT shall submit progress reports on each specific project in accordance with the Task Order. These reports shall be submitted at least once a month. The report should be sufficiently detailed for LOCAL AGENCY’s Contract Administrator or Project Coordinator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator or Project Coordinator, as needed, to discuss progress on the project(s).

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language

ARTICLE III STATEMENT OF WORK
(Insert Appropriate Statement of work including a Description of the Deliverables) in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”) A. CONSULTANT Services
Detail based on the services to be furnished should be provided by CONSULTANT. Nature and extent should be verified in the negotiations to make precise statements to eliminate subsequent uncertainties and misunderstandings. Reference to the appropriate standards for design or other standards for work performance stipulated in CONSULTANT AGREEMENT should be included.

Describe acceptance criteria, and if the responsible CONSULTANT/engineer shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number.

Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).

B. Right of Way
State whether Right of Way requirements are to be determined and shown by CONSULTANT, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished.

C. Surveys
State whether or not the CONSULTANT has the responsibility for performing preliminary or construction surveys.

D. Subsurface Investigations
State specifically whether or not CONSULTANT has responsibility for making subsurface investigations. If borings or other specialized services are to be made by others under the supervision of CONSULTANT, appropriate provisions are to be incorporated. Archaeological testing and data recovery guidance can be found in the Standard Environmental Reference.

E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.

H. CONSULTANT Services During Construction

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.

ARTICLE IV PERFORMANCE PERIOD
A time must be set for beginning and ending the work under the AGREEMENT. The time allowed for performing the work is specified; it should be reasonable for the kind and amount of services contemplated; and it is written into the AGREEMENT. If it is desirable that Critical Path Method (CPM) networks, or other types of schedules be prepared by CONSULTANT, they should be identified and incorporated into the AGREEMENT.

A. This AGREEMENT shall go into effect on (DATE), contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on (DATE), unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.

Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.

C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only. The maximum term shall not exceed five (5) years.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
(Choose either Option 1, 2, 3, or 4)
(Option 1 - Use paragraphs A through K below for Cost-Plus-Fixed Fee AGREEMENTs. Use Exhibit 10-H1: Cost Proposal Format)
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.

C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(AMOUNT). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $(Amount).

J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
(Option 2 - For Cost per Unit of Work AGREEMENTs, replace paragraphs A & B of Option 1 with the following paragraphs A, B, and C and re-letter the remaining paragraphs. Adjust as necessary for work specific to your project. Use Exhibit 10-H3: Cost Proposal Format).

A. The method of payment for the following items shall be at the rate specified for each item, as described in this Article. The specified rate shall include full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore.

B. The specified rate to be paid for vehicle expense for CONSULTANT’s field personnel shall be $(Amount) per approved Cost Proposal. This rate shall be for fully equipped vehicle(s) specified in Article III Statement of Work, as applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal.

C. The method of payment for this AGREEMENT, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment-rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead and other estimated costs set forth in the approved Cost Proposal, unless additional reimbursement is provided for, by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY approved overhead rate set forth in the approved Cost Proposal. In the event, LOCAL AGENCY determines that changed work from that specified in the approved Cost Proposal and AGREEMENT is required; the actual costs reimbursable by LOCAL AGENCY may be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I,” of this article shall not be exceeded unless authorized by AGREEMENT amendment.
(Option 3 - Use paragraphs A through P for Specific Rates of Compensation Agreements [such as on- call Agreements]. This payment method shall only be used when it is not possible at the time of procurement to estimate the extent or duration of the work or to estimate costs with any reasonable degree of accuracy. The specific rates of compensation payment method should be limited to AGREEMENTs or components of AGREEMENTs for specialized or support type services where the CONSULTANT is not in direct control of the number of hours worked, such as construction engineering and inspection. Use Exhibit 10-H2: Cost Proposal Format).

A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.

C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.

F. (Local Agency to include either (a) or (b) below; delete the other one) (a) Reimbursement for transportation and subsistence costs shall not exceed State rates. (b) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.

I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.

J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(NAME OF LOCAL AGENCY/ NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.

N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.

O. Task Orders may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed $ (Amount). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders.
(Option 4 - Use paragraphs A through E below for lump sum agreements. Use Exhibit 10-H1: Cost Proposal Format)
A. The method of payment for this AGREEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY.

Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

C. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AGREEMENT.

D. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
E. The total amount payable by LOCAL AGENCY shall not exceed $(Amount).

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations.

In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant. (Choose either Method 1, Method 2, or Method 3 below and delete the other two.)
Method 1: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant.

This clause applies to both DBE and non-DBE subconsultants.

Method 2: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. Any retainage kept by CONSULTANT or by a subconsultant must be paid in full to the earning subconsultant within 15 days after the subconsultant’s work is satisfactorily completed.

Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Method 3: The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request. b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT. The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the prime CONSULTANT of the project is not liable for the penalties described above unless the prime CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language

6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist.

An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.

For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS

FOR LOBBYING
(Include this article in all AGREEMENTs where federal funding will exceed $150,000. If less than $150,000 in federal funds will be expended on the AGREEMENT; delete this article and re-number the subsequent articles.)
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

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

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

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally- assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, The LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate good faith efforts to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes or work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A

January 2022

I
-
Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe- search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. • 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. • Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49CFR26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is_________%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information – Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
E. Termination and Substitution of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or substitute a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02 Consultant Contract DBE Commitment form, included in the Bid.

The LOCAL AGENCY authorizes a request to use other forces or sources of materials if CONSULTANT shows any of the following justifications:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent.

8. Listed DBE voluntarily withdraws with written notice from the Contract

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT shall notify the original DBE of the intent to use other forces or material sources and provide the reasons and provide the DBE with 5 days to respond to the notice and advise CONSULTANT and the LOCAL AGENCY of the reasons why the use of other forces or sources of materials should not occur.

CONSULTANT’s request to use other forces or material sources must include:

1. One or more of the reasons listed in the preceding paragraph.

2. Notices from CONSULTANT to the DBE regarding the request.

3. Notices from the DBEs to CONSULTANT regarding the request.

If a listed DBE is terminated or substituted, CONSULTANT must make good faith efforts to find another DBE to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet or exceed the DBE goal.

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1st-tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete a Disadvantaged Business Enterprises (DBE) Certification Status Change, Exhibit 17-O, form and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. A DBE is only eligible to be counted toward the AGREEMENT goal if it performs a commercially useful function (CUF) on the AGREEMENT. CUF must be evaluated on an agreement by agreement basis. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the AGREEMENT is commensurate with the work it is actually performing, and other relevant factors.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of

January 2022

Local Assistance Procedures Manual EXHBIT 10-R
A&E Boilerplate Agreement Language
DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.

The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10
th of the following month, the prime contractor/consultant shall complete and email the Exhibit 9- F: Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to the Agency.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

ARTICLE XIX INSURANCE
(Choose either Option 1 or Option 2)
(Option 1 - for AGREEMENT with a scope of services that may require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way; where there would be exposure to public traffic or construction operations).

A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not less than one million dollars ($1,000,000) per occurrence.

B. The Certificate of Insurance will provide:

1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY.

2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.

3. That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.