PS&E Approved Contract — Barstow City Council, June 20, 2022

North First Avenue, Barstow Overhead Replace Br. (No. 54C-0088) Plans, Specification & Estimates Document Contract
City of Barstow
Kleinfelder
NORTH FIRST A VENUE, BARSTOW Overhead Replace (Br. No. 54C-0088)

PLANS, SPECIFICATION & ESTIMATES (PS&E) DOCUMENT CONTRACT LOCAL AGENCY:

CONSULT ANT:

Article
Article I
Article II
Article III

CITY OF BARSTOW
KLEINFELDER INC.

TABLE OF CONTENTS
Subject
Introduction ............................................. .............................................. .................................... 2 Statement of Work ..................................................................................................................... 2 Consultant's Reports or Meetings ........................................................................................... 19 Mandatory Fiscal and Federal provisions (Verbatim):

Article IV Performance Period ................................................................................................................. 19 Article V Allowable Costs and Payments ............................................................................................... 20 Article VI Termination ............................................................................................................................. 20 Article VII Cost Principles and Administrative Requirements .................................................................. 21 Article VID Retention of Records/ Audit.. ................................................................................................... 21 Article IX Audit Review Procedures ........................................................................................................ 21 Article X
Article XI
Article XII
Article XIII
Article XIV
Article XV
Article XVI
Article XVII
Subcontracting ........................................................................................................................ 22 Equipment Purchase ................................................................................................................ 23 State Prevailing Wage Rates ................................................................................................... 23 Conflict of Interest .................................................................................................................. 23 Rebates, Kickbacks or other Unlawful Consideration ............................................................ 24 Prohibition of Expending Local Agency State or Federal Funds for Lobbying ..................... 24 Statement of Compliance ........................................................................................................ 25 Debarment and Suspension Certification ................................................................................ 26 Miscellaneous provisions:

Article XVIII Funding Requirements ............................................................................................................ 26 Article XIX Change in Terms ..................................................................................................................... 26 Article XX Disadvantaged Business Enterprises (DBE) Participation ...................................................... 27 Article XXI Contingent Fee ........................................................................................................................ 28 Article XXII Disputes ................................................................................................................................... 28 Article XXIII Inspection of Work .................................................................................................................. 28 Article XXIV Safety ...................................................................................................................................... 28 Article XXV Insurance ................................................................................................................................. 28 Article XXVI Ownership of Data .................................................................................................................. 29 Article XXVII Claims Filed by LOCAL AGENCY'S Construction Contractor ............................................ 30 Article XXVIII Confidentiality of Data ............................................................................................................ 30 Article XXIX National Labor Relations Board Certification ........................................................................ 30 Article XXX
Article XXXI
Article XXXII
Article XXXIII
Article XXXIV

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Evaluation of Consultant ......................................................................................................... 30 Retention of Funds .................................................................................................................. 31 Notification ............................................................................................................................. 31 Contract ................................................................................................................................... 31 Signatures ................................................................................................................................ 32 October 1, 2015
Z:\MunicipalRccords\2015 Agcndas\2015 Staff Reports\10\10 19 2015\10--08-2015 lOr - Contract.docx North First Avenue, Barstow Overhead Replace Br. (No. 54C-0088) Plans, Specification & Estimates Document Contract

ARTICLE I - INTRODUCTION
City of Barstow
Kleinfelder
A. This contract is between the following named, hereinafter referred to as, CONSULT ANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the "CONSULT ANf" is as follows: Kleinfelder Inc (KLF).

Incorporated in the State of California
The Project Manager for the "CONSULT ANf" will be Andrew Sanford, P.E The name of the "LOCAL AGENCY" is as follows: City of Barstow The Contract Administrator for LOCAL AGENCY will be Domingo D. Gonzales B. The work to be performed under this contract is described in Article II entitled Statement of Work and the approved CONSULTANf's Cost Proposal dated July 30, 2015. The approved CONSULTANT's Cost Proposal is attached hereto (Attachment I) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this contract, this contract shall take precedence.

C. CONSULT ANT agrees to indemnify and hold harmless LOCAL AGENCY, its officers, agents, and employees from any and all claims, demands, costs, or liability arising from or connected with the services provided hereunder due to negligent acts, errors, or omissions of CONSULTANT. CONSULTANT will reimburse LOCAL AGENCY for any expenditure, including reasonable attorney fees, incurred by LOCAL AGENCY in defending against claims ultimately determined to be due to negligent acts, errors, or omissions ofCONSULTANf.

D. CONSULT ANT and the agents and employees of CONSULT ANT, in the performance of this contract, shall act in an independent capacity and not as officers or employees or agents of LOCAL AGENCY.

E. Without the written consent of LOCAL AGENCY, this contract is not assignable by CONSULT ANT either in whole or in part.

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

G. The consideration to be paid to CONSULTANf 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-STATEMENT OF WORK
A. PROJECT DESCRIPTION
This project proposes to replace the existing North First Avenue, Barstow Overhead (Br. No. 54C-0088) over BNSF Railway's North Rail Yard in the City of Barstow. Currently the Barstow Overhead has a Sufficiency Rating (SR) of 3.0, and is listed as Structurally Deficient. A Highway Bridge Program (HBP) application for the replacement of this structure was submitted in March 2011 and was approved in March 2012. Kleinfelder (KLF) is preparing the necessary environmental documents and securing the permits for construction of the new Barstow Overhead structure. As part of Phase I KLF is preparing a technical report documenting all preliminary engineering work performed supporting the environmental documentation. KLF is also responsible for right of way engineering, utility coordination support, and railroad coordination and support as part of Phase I. As part of Phase II, KLF will prepare the plans, specifications, and estimates (PS&E), and provide design support during bidding and construction.

The existing North First Avenue, Barstow Overhead carries two-lanes of traffic over the BNSF classification rail yard (one lane in each direction). It is a 29-span bridge supported on timber stringer, three (3) steel through trusses, and built up plate girders, with a total length of 1164 feet. The General Plan Classification of North First

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The preliminary engineering, which supports the environmental document for the replacement of the existing bridge, has identified a 2-lane replacement structure located off alignment and west of the existing bridge as the preferred alternative. This alignment will allow the existing bridge to remain open during construction which eliminates staging costs. The following proposal for Phase II, III, and IV is based on this alignment.

B. LOCATION
The project site is located on North First Avenue over the BNSF north rail classification yard in the City of ,Barstow. Below is a vicinity map of the proposed project. ~.J,
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C. COORDINATION
City of Barstow
Kleinfelder
KLF shall coordinate with other involved agencies for compatible design and phasing of construction with existing conditions. Coordination may include, but will not necessarily be limited to the following:

Federal Highway Administration (FHW A)
San Bernardino County Departments
Utility Companies
Regulatory Agencies including:

U.S. Army Corps of Engineers (USACE)
California Department of Fish and Wildlife (CDFW)
Regional Water Quality Control Board (RWQCB)
Caltrans
City of Barstow
BNSF Railway
U.S. Fish and Wildlife Service (USFWS)
California Public Utility Commission (CAPUC)
CAL TRANS may exercise review and approval function through the CITY PROJECT MANAGER at key points in the development process. All contacts with CAL TRANS will be directed through the CITY. Milestone PROJECT design reviews will be performed for the specific products and deliverables listed herein. The CITY PROJECT MANAGER will conduct these reviews, in addition to the monthly project status reports and meetings.

All meetings with other outside agencies will be scheduled by KLF with approval of CITY.

D. PHASES
The following Phases are covered under this Scope and Fee proposal:

Phase II - Plans, Specifications, and Estimates (PS&E)
Phase III- Construction Bidding and Award Support
Phase IV - Design Support during Construction
Phases II will proceed once written notice to proceed from the City of Barstow has be received. The remaining phases will not proceed until authorized in writing by City of Barstow.

The project schedule is assumed to be up to 18 months to complete for Phase II and III. Project management and PDT meeting times have been based on this assumption.

E. Standards
The PS&E shall be prepared in accordance with current CAL TRANS regulations, policies, procedures, manuals, and standards including compliance with Federal Highway Administration (FHW A) requirements and/or CITY and COUNTY Road Standards as appropriate. Improvements of local roads may be prepared in accordance with CITY standards in lieu of CAL TRANS standards as directed by the CITY PROJECT MANAGER. KLF will prepare fact sheets for City approval, documenting the exceptions to mandatory and advisory design standards.

All documents shall be prepared using English Standard Units and dimensions.

Design
The Roadway design shall be in accordance with the current CAL TRANS Highway Design Manual and its revisions and/or CITY Road Standards as appropriate. Traffic design shall be in accordance with the Manual of Uniform Traffic Control Devices (MUTCD) and the California Supplement. Basic PS&E design shall be in accordance with the approved Technical Report and final Environmental Document including any supplements and/or updates.

PS&E
Plans and specifications shall be prepared in conformance with CITY requirements. As part of the work involved in the preparation of the PS&E, the ENGINEER shall prepare and furnish to CITY special provisions for items of work included in the plans which are not covered in the Standard Specifications or CAL TRANS-approved SSPs.

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City of Barstow
Kleinfelder
Bridge plans shall be prepared in accordance with the current editions of the AASHTO LRFD Bridge Design Specifications, manuals, aids, and guidelines of California Department of Transportation, Division of Structures, and BNSF guidelines. CITY title blocks shall be used in preparation of bridge plan sheets.

Roadway plans shall be prepared electronically in conformance with the CAL TRANS Plan Preparation Manual and the CALTRANS CADD User's Manual of Instructions. Roadway plans shall be prepared with AutoCAD.

All Roadway plans shall be on single sheet files. Graphic files shall be two-dimensional and shall conform to the CALTRANS data format as defined in CALTRANS CADD User's Manual of Instructions. One set of roadway plans on vellum and one electronic version on compact disc shall be provided with the final PS&E submittal.

Special Provisions shall be prepared using Microsoft Word conforming to CAL TRANS format and content.

ENGINEER shall coordinate with CITY staff regarding procedures for specification and special provision preparation prior to commencing preparation of specifications. CITY Project Manager and the staff will provide the boiler plate special provisions to be reviewed and included with technical special provisions by ENGINEER.

City Project Manager will also provide the format to be used for Engineer's Estimate. This format shall be strictly adhered.

Project Files
Project Files shall be indexed in accordance with CALTRANS Project Development Uniform File System.

Items 1 through 3 are not all-inclusive but are intended only to illustrate types of sources.

F. Key Personnel
The ENGINEER has represented to the CITY that certain key personnel will perform the services and if one or more of such personnel should become unavailable, ENGINEER may substitute other personnel of at least equal competence only after prior written approval by the CITY PROJECT MANAGER has been secured. The key personnel for performance of this PROJECT are:

Project Manager
Senior Roadway Engineer
Senior Structures Engineer
Traffic Engineer
All.I • Project Administration
A. Project Management
Andrew Sanford
Jason Valencia
Craig Shannon
Edward Miller
This task includes the day-to-day management of the PROJECT. Project Development Team (PDT) meetings with the CITY PROJECT MANAGER, the California Department of Transportation staff, and other representatives from affected agencies will be held at least once a month. CONSULT ANT shall prepare meeting notes for each meeting and have these available for review at least two weeks prior to each succeeding meeting.

CONSULTANT's Project Management Plan will include a communication plan. The communication plan will consist of a roster of staff involved in the PROJECT and multiple forms of contact for each team member (address, telephone number, e-mail, etc.). The communication plan will also identify lines of communication with levels of responsibility/authority for development of the PROJECT.

B. Budgeting
CONSULTANT will prepare budgets for each task and milestone for the PROJECT. Such budgets will be entered into the CONSULTANT's Management Information System along with actual costs incurred and used as a basis for cost monitoring and control.

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Expenditures will include direct labor costs, other direct costs and subconsultant costs. These reports will be included as supporting data for invoices presented to the CITY every month.

D. Scheduling
Within one month from the Notice to Proceed (NTP), CONSULTANT will provide a detailed project schedule, which indicates milestones, major activities, and deliverables, to the CITY for review and comments. This schedule will reflect assumed review times necessary by all of the agencies involved. Review of the schedule will occur at subsequent PDT meetings. Adjustments will be made, if necessary, due to changing circumstances.

E. Progress Reporting
Progress reports and invoices shall be prepared in accordance with CITY guidelines. Reports providing actual physical progress will be required monthly and shall be accompanied by an invoice.

F. Contract Administration
CONSULTANT's PROJECT MANAGER shall maintain ongoing liaison with the CITY PROJECT MANAGER, AGENCY contacts, and utility companies to promote effective coordination during the course of project development.

Progress meetings with ENGINEER's staff, subconsultants, and the CITY PROJECT MANAGER shall be held regularly.

G. Railroad Facility Design
Development of railroad plans for the altering and reconstruction of the BNSF classification yard and the development of the railroad plans for the track mitigation is not included as part of this Scope of Work. It is understood that the City of Barstow will be contracting with BNSF directly for these services.

ATI.2 • Planning and Project Development
A. Project Development Team
A Project Development Team (PDT) including representatives from the CITY, CALTRANS, and other relevant agencies shall be established within fifteen days after NTP.

PDT meetings shall be held monthly to resolve issues and to apprise the affected agencies of the progress of the PROJECT.

The team will participate in monthly PDT meetings as requested by the City. CONSULTANT and KHA 1 have budget for up to 20 PDT meetings during Phase II. ADV ANTEC has budgeted up to IO meetings during the design phase of the project.

B. Design Surveys
CONSULTANT's team has performed field surveys, ground control, photogrammetric mapping, and digital terrain modeling. Additional design surveys are expected and have been included in this Scope of Work which include but are not limited to:
• Research reference maps and control • Perform Land net/Right-of-Way Surveys • Check primary Survey control • Prepare and process Record of Survey Map • Set and survey supplemental control (12) • Review title reports, plot existing easements • Run levels through supplemental control • Prepare plats and legal descriptions (21)

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The plan will include the following:
• Coordination with the City of Barstow and other local agencies involved regarding water quality requirements
• Coordination with design team and environmental team on locations and size of bioswales, biostrips, and storm water detention basins
KHA will prepare a Storm Water Quality Report, equivalent to Caltrans Storm Water Data Report (SWDR) including:
• Prepare maps
• Prepare report and documentation
• Update the report for final Project Report
Assumptions:
• Assume no additional coordination or processing will be needed with other outside agencies such as RWQCB, SWRCB, etc.
• Attend up to three meetings with the City of Barstow. • Only one Storm Water Quality Report will be required.

Deliverables:
• NPDES Decision Tree
• SWDR or equivalent
D. Geotechnical Services
Field Investigation and Laboratory Testing
The field investigation will consist of 7 borings along the roadway to depths of about 10 feet below existing grade and 8 borings and 3 cone penetration test (CPT) soundings at the bridge supports to depths of about 100 feet.

Shear wave velocity measurement will be performed in the CPTs for use in seismic evaluation. Groundwater levels will be measured and samples of the subsurface materials be collected for laboratory testing. A geologist will map the exposed geology at planned cut slopes. Laboratory testing will consist of grain size distribution, Atterberg Limits, consolidation, direct shear, unconfined compressive strength, and corrosivity.

Geotechnical Design Report
The Geotechnical Design Report (GDR) will be prepared to cover the roadway work and standard plan structures.

The GDR will include a general project description, Boring Location Plan, LOTBs for the Standard Plan Structures, and the results of the field and laboratory testing. Foundation recommendations will be in accordance with the AASHTO LRFD Bridge Design Specifications. The GDR will provide:
• Summary of the existing facilities and subsurface conditions encountered in the borings and CPTs • Copies of the laboratory testing results
• Cut and fill requirements and any special issues regarding groundwater, difficult excavation, expansive soils or other hazards encountered in the borings
• Slope stability analyses on all the new slopes and recommendations for construction

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City of Barstow
Kleinfelder
• Recommendations for the reuse of excavated materials and volumes of such (swell and/or shrinkage factors to be applied) and the quantity of import/export fill will be estimated • Recommendations for utilities and buried metal conduits based on the results of the corrosion testing • Foundation and construction recommendations for the Standard Plan structures (Sound walls and Standard Plan retaining wall)
• New structural pavement sections and recommendations for connecting into the existing pavement sections
Deliverable: Geotechnical Design Report approved by the City of Barstow Foundation Report
The Foundation Report (FR) will be prepared to cover the bridge structure and will include a general project description, Boring Location Plan, LOTBs for the Structures, and the results of the field and laboratory testing.

Foundation recommendations will be in accordance with the AASHTO LRFD Bridge Design Specifications and Caltrans Memos to Designers. The borings performed for the GDR will be included. The FR will provide:
• Copies of the laboratory testing results
• Seismic Design Criteria
• Structure foundation type and footing elevations
• Any special issues regarding groundwater, difficult excavation, expansive soils or other hazards encountered in the borings
• Specified and design pile tip elevations
• Allowable bearing capacities and other data needed to evaluate the selected foundation • Anticipated fill settlement periods needed to prevent excess differential settlement between the structure and adjacent roadway approaches.
• Design parameters and potential construction difficulties shall be identified and addressed in the FR, together with mitigation measures, as required.
• For the bridge structure, alternative types of foundations shall be evaluated in consultation with the project structural engineer to allow selection of the most suitable type of foundation.

Deliverable: Foundation Report approved by the City of Barstow.

Review Foundation Plan
SCST will review the Foundation Plan for PS&E.

Deliverable: Review letter stating the Foundation Plan conforms to the FR's recommendations.

Prepare LOTB Sheets
SCST will prepare Log of Test Boring (LOTB) sheets for PS&E.

Deliverable: LOTB sheets approved by the City of Barstow.

PHASE II ENVIRONMENT AL SITE ASSESSMENT
SCST conducted an initial site assessment/Phase I Environmental Site Assessment (ESA) for the project in September of 2013. SCST identified the potential for recognized environmental conditions (REC's) within the project boundaries. These REC's are related to the current and historic uses of individual parcels within the property boundaries. In addition, deviations from Phase I ESA ASTM guidelines occurred during the site

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City of Barstow
Kleinfelder
assessment. These deviations were related to the lack of defined project boundaries, SCST not being supplied with a list of parcels impacted by the proposed project, and lack of access to specific individual buildings and the Burlington Northern Santa Fe Railroad property located within the project boundaries. SCST recommended a Phase II ESA be conducted in accordance with ASTM El903-11 at the site to assess the noted REC's. The Phase II ESA will attempt to assess whether there has been a release of hazardous substances within the project boundaries and provide information relevant to identifying property conditions associated with target analytes that may pose risk to human health or the environment. SCST proposes to:
• Conduct interviews with regulatory agency personnel and appropriate property owners regarding known or suspected REC's on the subject and adjacent properties. • Review readily available documents maintained by regulatory agencies regarding known or suspected releases on the subject or adjacent properties.
• Conduct pre-demolition hazardous materials surveys of on-site structures that will be impacted by the proposed project. Based on our current understanding of the project impact area, a total of nine structures, including an automotive service station, will be directly impacted by the project. • Conduct an asbestos survey by a certified asbestos consultant to confirm the presence or absence of asbestos within existing structures impacted by the project. • Conduct a lead-based paint survey by a certified lead consultant to confirm the presence or absence of lead-based paint within existing structures, including yellow traffic striping on existing roadways impacted by the project.
• Conduct a field reconnaissance for any leaking electrical transformers that may be disturbed during the course of this project. Sampling and analysis will be conducted as appropriate. • Obtain a Right-of-Entry Permit for the portion of the project located within Burlington Northern Santa Fe Railroad property.
• Collect soil and groundwater samples from within the subject property boundaries for analyses regarding chemicals of concern. The soil and groundwater samples will be collected using a truck mounted hollow stem auger drill rig and hand tools. The cuttings generated during the drilling activities will need to be placed in 55-gallon drums and transported to a temporary storage facility pending disposal at an appropriate facility. The temporary storage facility will need to be coordinated with the City of Barstow.

We anticipate 35 drums of cuttings will be generated. Profiling of the drummed material will likely be required by the receiving facility prior to acceptance. As the profiling requirements are not known at this time, the costs associated with drum disposal are not included in the attached table. A separate proposal will be generated for this work.
• Conduct a geophysical survey at the existing automotive service station in an attempt to locate underground storage tanks at the site.
• Review project development plans and results of the interviews and sample analyses in order to evaluate the potential impacts of the REC's on construction.

Prior to the field investigation, ENGINEER shall prepare a plan showing the proposed boring locations. This plan will be submitted to CITY and BNSF for approval and for obtaining encroachment permits to perform the borings. Traffic control will be necessary when drilling some of these borings. ENGINEER shall follow CAL TRANS, BNSF, and CITY traffic control guidelines.

E. Permitting
The CONSULT ANT team anticipates the necessary services will consist of obtaining regulatory permits from the RWQCB and CDFW. The tasks associated with obtaining these permits are outlined below and also include tasks for impact analysis and figure preparation, mitigation strategy and development, and agency coordination and data requests.

USACE Jurisdictional Determination

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City of Barstow
Kleinfelder
Based on findings from the jurisdictional delineation conducted by ICF on August 13, 2013, it appears that several aquatic features (waters) occurring within areas proposed for project impacts based on current design plans, could potentially be determined not subject to federal jurisdiction under Sections 401 and 404 of the federal Clean Water Act (CWA) through processing an Approved Jurisdictional Determination. If these waters are ultimately determined to not be subject to CW A jurisdiction, a 404 permit from the USACE would not be required for the project. Ultimate determination of the jurisdictional status of these waters will be issued by the USACE. It is assumed that the waters described above will be determined by the USACE to not be subject to federal jurisdiction under Sections 401 and 404 of the CW A. Based on the above this scope assumes that no effort or coordination related to USACE or 404 or 401 permitting will be required. Although not anticipated, if these waters are determined to be CW A jurisdictional by USACE, a scope and cost for obtaining a 404 permit and 401 permit can be provided at the City's request.

Mitigation Strategy Development
Mitigation is typically required for all temporary and permanent impacts to features under federal and state jurisdiction, as applicable, associated with the construction of the proposed project. For the purpose of this scope, we are assuming mitigation will be required. Generally, the regulatory agencies require mitigation that is the same type of features as those impacted and is within the same watershed as the impact areas, and may require the creation, restoration, or enhancement of wetlands or streambeds and associated habitat. This scope of work includes researching and identifying mitigation options. This scope does not include the preparation of a Conceptual Mitigation Plan or Habitat Mitigation and Monitoring Plan. At this time such a Plan is not anticipated. If required by the resource agencies during the permitting process then a scope and fee will be submitted for approval prior to initiating this effort.

RWQCB Application/Report of Waste Discharge
If it is determined that the subject waters are not subject to federal regulation under Sections 401 and 404 of the CWA, a 401 Certification will not be required from the RWQCB for the proposed project impacts. However, the RWQCB will require issuance of a Waste Discharge Requirements (WDR) for activities such as dredging, filling, or discharging materials into Waters of the State (WoS) that are not regulated by the USACE. The State Water Resources Control Board (SWRCB) issued Water Quality Order No. 2004-04-DWQ which established statewide General WDR for projects that involve dredge or fill discharges of 1) less than 0.2 acre and 400-linear feet for fill and excavation discharges, and 2) not more than 50 cubic yards for dredging discharges. Projects that exceed the General WDR thresholds are authorized under a standard WDR, which requires approval by the RWQCB Board.

It is anticipated that proposed project impacts would total 0.206 acre/923 linear feet of WoS, and would require the issuance of a WDR from the Lahontan RWQCB.

A written request for issuance of a standard WDR will be prepared and submitted to the RWQCB for review. The request will include a completed application form, detailed project description, description of project impacts, water quality plan identifying project-specific best management practices provided by the City, CEQA documentation, and a brief description of the mitigation proposal, if deemed applicable. The timing for issuance of a standard WDR is typically 90 to 120 days, but can take longer.

A processing fee must be provided to the RWQCB with the Application/Report. This fee is based on the discharge's threat to water quality and complexity, and will be assessed during preparation of the notification. It is assumed that the City will pay this fee directly.

CDFW 1602 Streambed Alteration Agreement Notification

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City of Barstow
Kleinfelder
A Lake or Streambed Alteration notification will be prepared and submitted to CDFW for review. The request will include a completed notification form, detailed project description, description of project impacts, CEQA documentation, and a brief description of the mitigation proposal included in the NES.

A processing fee must be provided to CDFW with the notification. This fee is based on the cost of the project and will be assessed during preparation of the notification. It is assumed that the City will pay this fee directly.

Coordination of Processing
The resource agency requests/notifications will be coordinated with RWQCB and CDFW throughout processing to ensure that any potential issues are made known to the project team and resolved at the earliest possible opportunity. Coordination may include telephone, e-mail, or written correspondence, or meetings with the agencies. If additional coordination efforts beyond what can be reasonably expected are required due to unforeseen complications related to the permitting process, then this will be communicated to the City and Kleinfelder and a scope will be provided for approval for this additional effort.

Up to two in-person meetings with RWQCB and/or CDFW have been assumed for this task.

California Rapid Assessment Method Analysis
California Rapid Assessment Method (CRAM) analysis is not included in this scope of work, but a scope for that work will be provided to the City if necessary. At this time it is not assumed that a CRAM will be requested.

Permit Application Fees
It is assumed that any fees would be submitted directly by the City and are not included in this scope and cost.

F. Right of Way and Utilities
Acquisition Services
All acquisition efforts are in conformance with the relevant federal, state and local regulations. Some of the governing laws and requirements include the Uniform Relocation and Real Property Acquisition Policies Act of 1970 as amended, Title 49 Code of Federal Regulations (CFR) Part 24, Title VI of the Civil Rights Act (42 U.S.C. 2000d, et seq.), State of California Eminent Domain law and the Caltrans Right of Way Manual. The following details specific steps involved in the acquisition process:

Title Reports
The Consultant will obtain Preliminary Title Reports for the impacted parcels. Our agents will review each report which will include property characteristics, identify any easements or encumbrances and include copies of all deeds, documents and maps.

Appraisal Services to be provided include:
• Oversight of the appraisal process. Appraisals for each proposed property acquisition are required as an element for the determination of Just Compensation. Appraisals for the estimates of value for proposed property acquisitions must meet the current Uniform Standards of Professional Appraisal Practice (USP AP) requirements.
• A "Notice of Intent to Appraise" will be sent to all property owners expected to have their properties appraised. Appraisers will send introductory letters indicating when the appraiser expects to contact the owner for an appointment to perform the appraisal. When summary appraisal reports are completed and before they are accepted, they are reviewed by The Consultant for accuracy, and regulatory compliance.

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City of Barstow
Kleinfelder
The Consultant will coordinate approval of the Just Compensation with the City prior to preparing the offer packages.

Appraisal Review Services to be provided include:

Before acceptance and approval of the property appraisals, an independent appraisal review is made. The review includes inspecting sales to determine comparability, reviewing appraisal for conformance to Uniform Standards of Professional Appraisal Practice, reviewing "highest and best use" conclusions, examining valuation methods, analyzing exhibits, checking mathematical calculations and preparing a narrative report that describes the review process and sets forth the reasoning behind the review. An appraisal review is recommended to ensure that the appraisal is based on sound appraisal theory, contains appropriate documentation to support the appraisers' conclusions and complies with regulatory codes. A recommendation of Just Compensation is then made based on the reviewed, collected, assembled, correlated and analyzed data.

Document Preparation
The acquisition team will review supporting information, including preliminary title reports, real property appraisals and other pertinent information. A file folder and offer package for each parcel will then be prepared for submission to the City for review and approval. Offer Packages include some or all of the following items:
• Off er Letter
• Appraisal Summary Statement
• List of Fixtures and Equipment to be acquired
• Acknowledgment of Receipt
• Tenant Information Statement
• Purchase Agreement
Negotiations
The following items outline steps The Consultant will take when performing negotiations for acquisitions of the project properties:
• Contact property owner for appointment to make offer. • Present offer to property owner and obtain signed acknowledgment; mail offers to property owners when a personal meeting cannot be arranged (certified mail, return receipt requested). • If property owner does not accept the offer, obtain any information or appraisal data that property owner may have to support their opinion of value. Submit information to City in writing along with The Consultant's recommendation.
• Follow-up with property owner regularly by phone or in person for remainder of negotiation schedule.

Relocation Assistance
The Consultant will prepare and issue the General Information Notice, Notice of Eligibility for Relocation Assistance, and 90-Day Notice to Vacate and other notices. An initial interview with the displacee will address the following: preferred relocation sites, housing needs/number of employees at the location, special moving requirements, equipment calibration, special licensing or zoning needs, permits needed to resume business, required site improvements and any special needs.

Agents will inform displacees of available relocation assistance services, benefits and the relocation assistance program, as well as provide advisory services on an on-going basis and referrals with other agencies. Agents will determine eligibility of each displacee and the amount of relocation benefits, including moving payments, rental/down payment assistance, and replacement housing payments and, to the extent possible, include at least three comparables in the computation, and prepare Entitlement Letter to each displacee. For residential relocations, agents will conduct "decent, safe and sanitary" inspections of comparable replacement dwellings and

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Escrow/Closing Services
Once The Consultant has obtained the property owner and Client's signature on agreement(s) we will open escrow and coordinate escrow requirements. The Consultant will perform title clearance by resolving problems relating to unusual circumstances with regards to title or ownership, addressing exceptions pertaining to property such as mortgage liens, restrictions, easements and rights of way. The Consultant will work with the title company to obtain lender subordination when needed and will obtain a final title policy at the close of the transaction.

Right of Way Certification
The Consultant will obtain right of way certification, which documents that real property interests have been secured and that all right of way activities were conducted in accordance with the applicable policies and procedures. The Consultant will assist in the preparation of the submittal package that will include the certification form and compilation of the necessary backup documents. This package will generally include deeds, resolutions of necessity, final orders of condemnation, access agreements, cooperative agreements and permits among other documents.

Eminent Domain Support
While it is The Consultant's ultimate goal to negotiate a fair settlement between the Client and the property owner, sometimes it is necessary to resolve valuation or design differences in court. If negotiations are unsuccessful, agents will prepare summary memos outlining efforts made and the reason(s) for impasse. The Consultant will send an impasse letter to the property owner(s) and begin eminent domain tasks, including preparation of litigation briefings, recommendations and court testimony as needed. Each contact will be documented (including the date, place and names) and maintained in the parcel file throughout the negotiation process. Parcels requiring condemnation will need Litigation Guarantees (not included in cost proposal).

Utility Relocation Services
The Consultant will determine who has prior rights and identify difficult potential moves and time frames. The goal of early investigation is to minimize conflicts through better/smarter design and to get utility companies to start thinking, planning and preparing early for unavoidable adjustments.

The utility activities are as follows:
• Interview utility owners and confirm the facilities are located as represented in the projects utility maps. • Review the right of way and utility plans to determine liability for relocation. • Determine advance utility alternatives, perform site verifications • Conduct interviews with design team
• Determine utility relocation and easement requirements • Coordinate with City, local agency, Caltrans and utility owners • Review utility owner's relocation plans and coordinate between the utility and the project on an acceptable plan.
• Prepare report of investigations, utility agreements, bridge structure agreements and notices to owners. • Maintain files as provide for in the Caltrans Right of Way Manual, documenting relocations and communications with the utilities involved.
• Provide the utility portion of the Right of Way Certification document.

A utility matrix will be prepared identifying utility owners, descriptions of facilities, dispositions (i.e. protect, relocate, abandon), utility relocation designer and utility contractor, and initial cost liability determinations.

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City of Barstow
Kleinfelder
The Consultant will coordinate the potholing services to determine horizontal and vertical locations of underground utility facilities in accordance with Caltrans policies and procedures. The Consultant's utility coordinator will direct the sub consultant to perform potholing services.

At this time 15 potholes are anticipated and it is assumed that the potholing will be performed by the City of Barstow.

Assumptions:
• Assumes 26 parcels are impacted, with a total of 22 owners. 21 require right of way services and one, which is City of Barstow, will not require acquisition. • Assumes Legal descriptions and Plat maps will be provided by others. • Assumes 14 properties will require relocation assistance. (Assumes 13 residential and 1 business).
• Litigation guarantees are not included but can be provided. • Assumes owners and tenants are cooperative.
• Assumes acquisition offers and relocation assistance can happen concurrently. • Assumes no Phase I or II Site Assessments are required. • Assumes project has no delays and that scope can be completed within 8 months from NTP. • Assumes no litigation support but can be provided.
• 15 potholes estimated - cost will be determined at the time of hiring a potholing contractor. • Hours are based on involvement of 5 utility owners: Golden State Water, SCE, South West Gas, Time Warner Cable, and Verizon.
• If the City of Barstow Sewer is impacted, this will be handled by the Project, and is therefore not included in this estimate.
• Deposition, court testimony and expert witness fees are additional, to be compensated on a time and materials basis.

AII.3 • Structures
A. Structure Type Selection and Bridge General Plans
A Type Selection report including a General Plan, Foundation Plan, Design Memo, Design Checklist and a General Plan estimate for the proposed structures will be submitted for review and approval. Only one alignment alternative will be considered for the bridge type selection. This process will be considered the "Structure Type Selection" process and no further design work shall be performed until written approval of the structure type is received from CITY. A Type Selection Review Meeting may be held in Barstow with the CITY in which the ENGINEER shall be prepared to discuss and provide information on foundation requirements, falsework requirements, seismic and aesthetic considerations, traffic handling, construction cost and other pertinent information that is needed to determine the proper structure type.

Ten copies of the Type Selection report including the proposed General Plan, Foundation Plan, General Plan Estimate, Type Selection Memo and a Vicinity Map shall be submitted for review four weeks prior to the Structure Type Selection Review Meeting. The results of the meeting will be summarized in writing by the ENGINEER within two weeks following the meeting.

Within two weeks after receiving written approval of the proposed General Plan and the structure type, ENGINEER shall furnish the CITY with 8 copies of the approved General Plan.

B. Structural Design and Calculations
Following the Type Selection Meeting and approval of the General Plan, structural design calculations will be prepared in conformance with CALTRANS LRFD design specifications and procedures.

All plans and calculations shall conform to the current CAL TRANS LRFD bridge design criteria and shall be submitted for review and approval.

The scope of this work shall include but not be limited to:

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Each plan sheet shall be signed and stamped by the responsible design engineer who is registered in the State of California. Each design shall be independently checked by a Professional Engineer registered in the State of California.

Environmental Constraints Areas shall be shown in plans (ifrequired in Environmental Document) C. Independent Check Review and Quality Control
An Independent Check review shall be conducted as soon as the initial design is complete. Checking shall include the preparation of an independent set of structural design check calculations and review of the plans and details.

The checker and the designer will resolve any disagreements and concur on any revisions to the contract plans.

D. Structure Specifications & Estimates
Special Provisions will be prepared for items not covered by the CAL TRANS Standard Specifications or Standard Special Provisions (SSP's).

The ENGINEER shall edit Standard Special Provisions (SSPs) and prepare Structure Special Provisions specific to this project which will be incorporated into the final PS&E. These Structure Special Provisions shall be prepared, signed and stamped by a Professional Engineer registered in the State of California.

The ENGINEER shall prepare quantity calculations for bid items and prepare the bridge cost estimate. All contract items used shall be substantiated by calculations. Quantity calculations shall be neat and orderly and shall show all sketches, diagrams and dimensions necessary to allow them to be independently used by field inspectors. All quantity calculations shall be independently checked and substantiated with calculations.

The Construction Cost Estimate will be prepared using the latest available CAL TRANS cost data, CITY cost data and actual recent construction costs in the PROJECT area.

E. INITIAL STRUCTURE PS&E (65% unchecked plans)
The (65%) structure PS&E will be compiled and submitted for review to the CITY. will include the following deliverables:

Unchecked Structures Plans (paper)
Unchecked Structures Plans (electronic)
Draft Foundation Report
Draft Road Plans (paper)
6 sets
1 CD
4 sets
4 sets
F. INTERMEDIATE STRUCTURE PS&E (90% Checked Plans)
The 65% Unchecked Details
The (90%) structure PS&E will be compiled and submitted for review to the CITY. The 90% Intermediate Structures PS&E, will incorporate comments from the CITY, BNSF, and other affected agencies. The 90% Structures PS&E will include the following deliverables:

Checked Structures Plans (paper) 6 sets
Checked Structures Plans (electronic) 1 CD
Draft Road Plans (paper) 4 sets
G. DRAFT FINAL STRUCTURE PS&E (95%)
The draft (95%) structure PS&E shall be compiled and submitted for review to the CITY. One set of full size reproducible and ten half size copies of plans, two copies of design calculations and design check calculations, three sets of quantity calculations and Marginal Estimates and three sets of edited Structure Special Provisions. (One copy of each will be returned with comments). The package will be accompanied by a Structures PS&E checklist.

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The ENGINEER will provide all necessary documents in a bid-ready form. It is assumed that the CITY will advertise, award and administer the construction contract for this PROJECT.

The ENGINEER shall deliver the following documents to CITY:

I set of full size reproducible tracings of final design plans I set of half size reproducible tracings of final design plans 3 sets of final Structure Special Provisions
2 copies of final quantity calculations and estimate
2 copies of final design calculations
2 copies of design check calculations (upon request)
I set of 4-Scale plans of the bridge Deck Contours.
1 Resident Engineer's File (structures information)
AII.4•ROADWAY
The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of the certificate and signature of the Professional Engineer responsible for their preparation. All roadway plans shall also use single sheet files.

The following is a summary listing of drawing types that shall be prepared as part of the roadway PS&E:

A. Basic Roadway Plans
Title Sheet
Key Map and Line Index
Profile and Superelevation Diagrams
Erosion Control Plan
B. Calculations
The following calculations will be provided:
• Geometric Traverse and right of way (ROW)
• Grid Grades
Earthwork Quantities
C. Drainage Plans
Typical Cross Sections
Layouts
Construction and Intersection Details
Erosion Control Details and Quantities
Slope Staking Notes
Profile
Other Quantities
ENGINEER shall perform hydrology and hydraulic studies to obtain and provide design solutions, which will remove surface runoff from the area of the improvements. Studies and designs shall be performed in accordance with Chapter 800 of the current Highway Design Manual, District 8 Project Development Policy Memos and the current CAL TRANS Standard Plans.

The following list of drawing types and the number of sheets estimated shall include:
• Contour Grading and Drainage Layouts • Drainage Profiles • Drainage Details • Drainage Quantities
D. Traffic Plans
The following list of drawing types and the number of sheets estimated shall include:
• Construction Area Signs • Stage Construction and Traffic Handling • Detours • Pavement Delineation
• Roadside Sign Plan • Highway Lighting and Sign Illumination

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• Signal and Lighting
E. Miscellaneous Plans
Utility Conflict Plan Summary of Quantities
City of Barstow
Kleinfelder
Retaining Wall Plan and Elevation
Safety Barrier
Retaining Wall Details and Quantities•
Fencing
Right of Way Requirements Map
F. Intermediate Reviews
Roadway, drainage, traffic and miscellaneous plans shall be submitted for review to the CITY at the 65%, 95% and 100% complete stage. A pre-65% submittal will be prepared and submitted that consists of "skeletal" layouts at approximately 30% completion to confirm appropriate direction of the designs and plan set. The ENGINEER will submit up to 5 full size sets of all plans and 5 sets of plans reduced to 11" x 17" size. Roadway cross sections, grid grades and slope staking notes will be submitted only at the 100% complete submittal stage. Also, the ENGINEER should submit electronic samples of all plan sheet groups on a compact disc at intermediate reviews.

G. Specifications and Estimate
Specifications and Special Provisions will be prepared for items not covered by the CAL TRANS Standard Specifications or Standard Special Provisions.

The Roadway Construction Cost Estimate will be prepared using the latest available CAL TRANS cost data, COUNTY cost data and actual recent construction costs in the PROJECT area.

H. Quality Control
The Plans, Specifications and Estimate (PS&E) will be subject to quality control reviews before submittal. These reviews will assure conformance to CAL TRANS and CITY standards and criteria as well as minimize typographical omissions.

I. DRAFT PS&E (95% Complete)
The roadway plans, revised to incorporate Quality Control review comments, will be submitted to the COUNTY for review and comments. These will include:
• Roadway Plans • Special Provisions
• Design Calculations • Roadway Quantities and Cost Estimate One safety/constructability review meeting will be held at the 95% PS&E stage.

J. FINAL PS&E (100% Complete)
The final PS&E will incorporate applicable comments from the draft PS&E received from the CITY, and other affected agencies. The ENGINEER will provide the necessary final PS&E documents in a bid-ready form.

PROJECT files and the Project Engineer's/Resident Engineer's file will also be submitted with the final PS&E.

The entire PROJECT, which will be prepared in AutoCAD format, will be submitted upon final approval of the PS&E.

Design for re-establishing landscape and irrigation will be required on each bridge approach.

Limits of design are along North First A venue from approximately 300 feet south of the White Street to Riverside Drive.

Up to two team members are anticipated to participate in the safety/constructability review meeting. Information for this meeting is anticipated to consist of previously created deliverables as described herein. No new exhibits or other information is anticipated.

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AII.5 • Construction Bidding Phase
City of Barstow
Kleinfelder
Bidding procedures will be the responsibility of CITY. While the PROJECT is being advertised for bids, all questions concerning the intent shall be referred to CITY for resolution. In the event that the items requiring interpretation in the drawings or specifications are discovered during the bidding period, said items shall be analyzed by the ENGINEER for decision by CITY as to the proper procedure required. Corrective action taken will either be in the form of an addendum prepared by the ENGINEER and issued by CITY or by covering change order after the award of the construction contract.

Up to four requests are anticipated for review and response.

Up to two addendums are anticipated.

AII.6 • Construction Support Phase
A. ENGINEER shall attend the pre-construction meeting with the successful contractor upon notification by the CITY.

B. Upon award of the construction contract, ENGINEER will proceed with the Construction Support Phase services required by this contract.

C. During construction, the ENGINEER shall furnish all necessary additional drawings for correcting and change orders required by errors and omissions of ENGINEER. Such drawings will be requested in writing from the ENGINEER by CITY and shall be at no additional cost to the CITY. The original tracing(s) of the drawings and contract wording for change orders shall be submitted to the CITY for duplication and distribution.

D. ENGINEER shall review shop drawings and RFI's submitted by the contractor (falsework and rebar shop-plan review is not included). ENGINEER shall complete shop plan reviews within two weeks of receipt. Contract change order and RFI reviews shall be completed within two working days of receipt.

E. Drawings and change orders required due to actions of the CITY, which are beyond the scope of the ENGINEER's responsibilities, shall be considered extra services.

F. ENGINEER shall be available to visit to the jobsite for on-site review of construction and other visits to the jobsite as requested by the CITY to resolve any discrepancies in the contract documents. ENGINEER shall bring to the attention of the CITY's Resident Engineer any defects or deficiencies in the work by the construction contractor, which the ENGINEER may observe. ENGINEER shall have no authority to issue instructions on behalf of the CITY or to deputize another to do so. All agreements shall be between the CITY and its construction contractor. These provisions shall not be construed as making the ENGINEER responsible for failure of the construction contractor to carry out the work in accordance with the contract documents nor the construction means or methods or techniques, sequences, procedures or safety programs in connection with the work.

G. ENGINEER shall prepare and deliver to the CITY the "As-Built" plans within two months of completion of structure construction.

CONSULT ANT anticipates the following:
• Contract Change Order Reviews - up to three
• RFI Responses - up to ten
• Shop Drawing Reviews - up to twelve
• Field Visits/Meetings - up to eight
• Design changes for the Contractor's preference are not anticipated • As-Built plans will be based on a redline markup of the latest design as provided by the Contractor.

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AII.7 • Computer Facilities
A. CALCULATIONS
City of Barstow
Kleinfelder
All roadway calculations will be performed using COGO PC and lnRoads or Road Cale. The structural analyses and design will be performed by using V-BRIDGE, V-BENT, SAPP, L-PILE, and ABUT programs. The data files and the results will be submitted electronically on compact discs along with a hard copy.

B. COMPUTER AIDED DRAFTING AND DESIGN (CADD)
All plans will be prepared using AutoCAD format in conformance with the latest CALTRANS CADD User's Manual and the CALTRANS Drafting Manual to assure complete compatibility.

All.8 • QUALITY CONTROL PLAN
A Quality Control Plan will be established for this PROJECT in accordance with the provisions of Article IV, Section H of the Agreement. It will be provided to the CITY within two (2) weeks after NTP for review and approval.

All.9 • LOCAL AGENCY OBLIGATIONS
Development of railroad plans for the altering and reconstruction of the BNSF classification yard and the development of the railroad plans for the track mitigation is understood that the City of Barstow will be contracting with BNSF directly for these services.

ARTICLE III CONSULT ANT'S REPORTS OR MEETINGS
A. CONSULT ANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the Contract Administrator to determine, if CONSULT ANT 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 contract.

ARTICLE IV PERFORMANCE PERIOD
A. This contract shall go into effect on (October 20, 2015), contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY'S Contract Administrator. The contract shall end on (October 20, 2020), unless extended by contract amendment.

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

ARTICLE V ALLOW ABLE COSTS AND PAYMENTS
A. The method of payment for this contract 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 II Statement of Work of this contract. 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

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City of Barstow
Kleinfelder
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 contract amendment and approved by LOCAL AGENCY.

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

C. CONSULT ANT shall not commence performance of work or services until this contract 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 contract.

D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by LOCAL AGENCY'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 CONSULT ANT is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract 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 of this contract. The final invoice should be submitted within 60-calendar days after completion of CONSULTANT's work. Invoices shall be mailed to LOCAL AGENCY's Contract Administrator at the following address:

City of Barstow I Domingo D. Gonzales, Engineering Services Administrator 220 East Mountain View Street, Suite A
Barstow. CA 92311
E. The total amount payable by LOCAL AGENCY shall not exceed $3,069,258.

F. All subcontracts in excess of $25,000 shall contain the above provisions.

ARTICLE VI TERMINATION
A. LOCAL AGENCY 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.

B. LOCAL AGENCY 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, LOCAL AGENCY may proceed with the work in any manner deemed proper by LOCAL AGENCY. If LOCAL AGENCY terminates this contract with CONSULTANT, LOCAL AGENCY shall pay CONSULT ANT the sum due to CONSULT ANT under this contract prior to termination, unless the cost of completion to LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due CONSULT ANT under this contract and the balance, if any, shall be paid to CONSULT ANT upon demand.

C. If the Local Agency terminates this contract, it will only pay the Consultant for the work performed to the point of the effective termination.

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ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS City of Barstow
Kleinfelder
A. CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items.

B. CONSULT ANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

C. Any costs for which payment has been made to CONSULT ANT 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 LOCAL AGENCY.

D. All subcontracts in excess of $25,000 shall contain the above provisions.

ARTICLE VIII RETENTION OF RECORDS/AUDIT
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, subconsultants, and LOCAL AGENCY 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 make 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, LOCAL AGENCY, FHW A, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of CONSULT ANT 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. Subcontracts in excess of $25,000 shall contain this provision.

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

B. Not later than 30 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 CONSULT ANT from full and timely performance, in accordance with the terms of this contract.

D. 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 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, 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 CONSULT ANT and approved by LOCAL AGENCY contract manager to conform to the audit or review recommendations.

CONSULT ANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULT ANT 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.

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1. During a Caltrans' review of the ICR audit work papers created by the CONSULTANT's independent CPA, Caltrans 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 Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULT ANT at a provisional ICR until a FAR 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 Audit Guide; and other applicable procedures and guidelines} is received and approved by A&I. Provisional rates will be as follows:
a. If the proposed rate is less than 150% - the provisional rate reimbursed will be 90% of the proposed rate.
b. If the proposed rate is between 150% and 200% - the provisional rate will be 85% of the proposed rate.
c. If the proposed rate is greater than 200% - the provisional rate will be 75% of the proposed rate.

2. If Caltrans is unable to issue a cognizant letter per paragraph E.1. above, Caltrans 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. Caltrans will then have up to six (60 months to review the CONSULT ANT' s and/or the independent CPA' s revisions.

3. If the CONSULTANT fails to comply with the provisions of this Section E, or if Caltrans 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 provisional 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this contract.

4. CONSULT ANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: ( 1) Caltrans approves or rejects the original or revised independent CPA-audited ICR; (2) all work under this contract has been completed to the satisfaction of LOCAL GAENCY; and, (3) Cal trans has issued its final ICR review letter. The CONSULT ANT MUST SUBMIT ITS FINAL INVOICETO local agency no later than 60 days after occurrence of the last of these items.

The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULT ANT agrees to be as fully responsible to LOCAL AGENCY 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 LOCAL AGENCY'S obligation to make payments to the CONSULTANT.

B. CONSULT ANT 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

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City of Barstow
Kleinfelder
LOCAL AGENCY's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal.

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

D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants.

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

ARTICLE XI EQUIPMENT PURCHASE
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 $5,000 for supplies, equipment, or CONSULT ANT services. CONSULT ANT 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 Cost Proposal and exceeding $5,000 prior authorization by LOCAL AGENCY's Contract Administrator; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified.

C. 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, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, CONSULT ANT 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 CONSULT ANT elects to keep the equipment, fair market value shall be determined at CONSULT ANT'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." 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.

D. All subcontracts in excess $25,000 shall contain the above provisions.

ARTICLE XII STATE PREVAILING WAGE RATES
A. 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.

B. 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.

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

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ARTICLE XIII CONFLICT OF INTEREST
City of Barstow
Kleinfelder
A. CONSULT ANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this contract, or any ensuing LOCAL AGENCY construction project.

CONSULT ANT shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing LOCAL AGENCY construction project, which will follow.

B. CONSULT ANT 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.

C. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION CONSULT ANT warrants that this contract 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 the contract without liability; to pay only for the 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.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY STATE OR FEDERAL

FUNDS FOR LOBBYING
A. 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 CONSULT ANT 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.

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 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; CONSULT ANT 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 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.

C. CONSULT ANT 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.

ARTICLEXVI STATEMENTOFCOMPLIANCE
A. CONSULTANT's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULT ANT has, unless exempt, complied with, the

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nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103.

B. During the performance of this Contract, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), 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 applicable 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.

C. 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 will 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.

D. 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.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. CONSULT ANT' s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULT ANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government 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 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 LOCAL AGENCY.

B. 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.

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

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ARTICLE XVIII FUNDING REQUIREMENTS
City of Barstow
Kleinfelder
A. 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.

B. This contract is valid and enforceable only, if sufficient funds are made available to LOCAL AGENCY 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 LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this contract in any manner.

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

D. LOCAL AGENCY has the option to void the contract under the 30-day termination clause pursuant to Article VI, or by mutual agreement to amend the contract to reflect any reduction of funds.

ARTICLE XIX CHANGE IN TERMS
A. This contract may be amended or modified only by mutual written agreement of the parties.

B. CONSULT ANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY's Contract Administrator.

C. 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 LOCAL AGENCY's Contract Administrator.

ARTICLE XX DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. This contract is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal.

B. The goal for DBE participation for this contract is 12%. Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10- 01 ), or in the Consultant Contract DBE Information (Exhibit 10-02) attached hereto and incorporated as part of the Contract. If a DBE subconsultant is unable to perform, CONSULT ANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. CONSULT ANT or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.

CONSULT ANT shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by CONSULT ANT 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 LOCAL AGENCY deems appropriate.

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

E. A DBE firm may be terminated only with prior written approval from LOCAL AGENCY and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting LOCAL AGENCY consent for the termination, CONSULTANT must meet the procedural requirements specified in 49 CFR 26.53(f).

F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the

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work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, 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 fmn is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors.

G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain 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.

H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract 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.

I. CONSULT ANT 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 prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

J. Upon completion of the Contract, a summary of these 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 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 form 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 Contract Administrator.

K. If a DBE subconsultant is decertified during the life of the contract, the decertified subconsultant shall notify CONSULT ANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Contract, the subconsultant shall notify CONSULT ANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY's Contract Administrator within 30 days.

ARTICLE XXI CONTINGENT FEE
CONSULT ANT 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 understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY 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 from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXII DISPUTES
A. 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 LOCAL AGENCY's Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

B. Not later than 30 days after completion of all work under the contract, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

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

ARTICLE XXIII INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the state, and the FHW A 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.

ARTICLE XXIV SAFETY
A. CONSULT ANT shall comply with OSHA regulations applicable to CONSULT ANT regarding necessary safety equipment or procedures. CONSULT ANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSULT ANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Section 591 of the Vehicle Code, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULT ANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULT ANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

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

D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper.

ARTICLE XXV INSURANCE
A. Prior to commencement of the work described herein, CONSULT ANT 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 30 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 contract are concerned.

3. That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.

C. CONSULT ANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this contract. In the event said insurance coverage expires at any time or times during the term of this contract, CONSULT ANT agrees to provide at least thirty (30) days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the contract, or for a period of not less than one (1) year.

New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULT ANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this contract upon occurrence of such event.

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ARTICLE XXVI OWNERSHIP OF DATA
City of Barstow
Kleinfelder
A. 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 LOCAL AGENCY; and no further agreement will be necessary to transfer ownership to LOCAL AGENCY.

CONSULT ANT shall furnish LOCAL AGENCY all necessary copies of data needed to complete the review and approval process.

B. 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.

C. CONSULT ANT is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by LOCAL AGENCY of the machine-readable information and data provided by CONSULT ANT under this contract; further, CONSULT ANT is not liable for claims, liabilities, or losses arising out of, or connected with any use by LOCAL AGENCY 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.

D. 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).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrig~ts are permitted; the agreement shall provide that the FHW A 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.

F. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY'S CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY'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 evaluate or defend against such claims; CONSULT ANT agrees to make its personnel available for consultation with LOCAL AGENCY'S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT's personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULT ANT's personnel services under this contract.

C. Services of CONSULTANT's personnel in connection with LOCAL AGENCY'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.

D. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article.

ARTICLE XXVIII CONFIDENTIALITY OF DAT A
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY's operations, which are designated confidential by LOCAL AGENCY and made available to CONSULT ANT in order to carry out this contract, shall be protected by CONSULT ANT from unauthorized use and disclosure.

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C. CONSULT ANT shall not comment publicly to the press or any other media regarding the contract or LOCAL AGENCY's actions on the same, except to LOCAL AGENCY'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.

D. 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 LOCAL AGENCY, and receipt of LOCAL AGENCY'S written permission.

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

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

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, CONSULT ANT 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 that orders CONSULT ANT to comply with an order of the National Labor Relations Board.

ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT's performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULT ANT for comments. The evaluation together with the comments shall be retained as part of the contract record.

ARTICLE XXXI RETENTION OF FUNDS
A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section.

B. No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or .noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultants and subconsultants.

C. No retainage will be held by the Agency from progress payments due the prime consultant. Any retainage held by the prime consultant or subconsultants from progress payments due subconsultants shall be promptly paid in full to subconsultants within 30 days after the subconsultant's work is satisfactorily completed.

Federal law (49 CFR 26.29) requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the Agency's prior written approval. Any violation of this provision shall subject the violating prime consultant or subconsultant to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultant and subconsultants.

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D. The Agency shall hold retainage from the prime consultant and shall make prompt and regular incremental acceptances of portions, as determined by the Agency, of the contract work, and pay retainage to the prime consultant based on these acceptances. The prime consultant, or subconsultant, shall return all monies withheld in retention from a subconsultant within thirty (30) days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency. Federal law (49 CFR 26.29) requires that any delay or postponement of payment over thirty (30) days may take place only for good cause and with the agency's prior written approval. Any violation of this provision shall subject the violating prime consultant or subconsultant to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime Consultant, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultant and subconsultants.

ARTICLE XXXII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this contract and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT:

Kleinfelder Inc.

Andrew Sanford, Project Manager
550 West C Street, Suite 1200
San Diego, CA 92101
LOCAL AGENCY:

City of Barstow
Domingo D. Gonzales, Contract Manager
220 East Mountain View Street, Suite A
Barstow, CA 92311

ARTICLE XXXIII CONTRACT
The two parties to this contract, who are the before named CONSULT ANT and the before named LOCAL AGENCY, hereby agree that this contract constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this contract as evidenced by the signatures below.

ARTICLEXXXIV SIGNATURES
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CITY OF BARSTOW
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Charles C. Mitchell
City Manager
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City of Barstow
Kleinfelder

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Barstow City CouncilJune 20, 2022

Barstow City Council
June 20, 2022