EXHIBIT A
770 L Street, Suite 620, Sacramento, CA 95814 • T: (916) 324-1541 • F: (916) 322-0827 • www.hsr.ca.gov Gavin Newsom
GOVERNOR
Brian P. Kelly
CHIEF EXECUTIVE OFFICER
March 29, 2023
Oralia Y. Rebollo
Mayor
2535 Commerce Way
Commerce, CA 90040
Dear Rebollo:
Enclosed is Agreement HSR22-49 with the California High-Speed Rail Authority. The original and all copies of the Agreement must be individually signed and dated in blue ink where indicated in the lower left-hand corner above the name of the Contractor.
Please complete the following item(s) and return by mail and via email to Nicole Robinson, California High-Speed Rail Authority, 770 L Street, Suite 620, MS 7, Sacramento, CA 95814 and to [email protected].
Standard Agreement (STD. 213). Sign the three pages of the Standard Agreement Package (STD 213) enclosed and return for further processing.
All copies of the signed Agreement must be returned to this office no later than Wednesday, April 5, 2023.
If you feel that the signed Agreement will be received after that date, then please do not hesitate to contact me.
The Agreement cannot be considered binding on either party until approved by the California High-Speed Rail Authority. Services should not be extended prior to approval, as the State is not obligated to make any payments on any Agreement prior to final approval.
A copy of the fully approved Agreement will be returned to you. If you do not receive your copy of the approved Agreement, or if you have any questions, please contact this office or the Contract Manager.
Thank you for your expeditious handling of this Agreement. Please return all documents to my attention.
Sincerely,
Nicole Robinson
Contract Analyst
(916) 669-6612
Enclosures: (3) STD 213 Standard Agreements
EXHIBIT B
AMENDMENT NO. 2
TO AGREEMENT FOR ON-CALL FOR GENERAL CIVIL ENGINEERING
This Amendment No. 2 (“Amendment No. 2”) to the Agreement for On-Call for General Civil Engineering by and between the City of Commerce (“City”) and Southstar Engineering & Consulting, Inc. (“Consultant”) shall be effective the date the Amendment is executed.
WHEREAS, The City and Consultant executed that certain Agreement for On-Call for General Civil Engineering on October 19, 2021; and
WHEREAS, The City and Consultant executed Amendment No. 1 to the Agreement for On-Call for General Civil Engineering extending the expiration date of the Agreement to February 1, 2024; and WHEREAS, the original agreement and any amendments thereto shall herein be referred to as (the ”Agreement”); and
WHEREAS, The City and Consultant authorized Southstar Engineering & Consulting, Inc. to proceed with Environmental and Engineering Services for the California High Speed Rail Project on June 21, 2016; and WHEREAS, City and Consultant desire to amend the Agreement to include Southstar Engineering & Consulting, Inc. revised Rate Sheet attached herein as Exhibit A-1 which is hereby incorporated by reference into the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. SECTION 3(A) of the Agreement is amended in its entirety to read as follows:
3. Compensation.
A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A-1 attached hereto and hereby incorporated by reference into the Agreement. Consultant shall maintain appropriate and necessary documentation supporting all invoices submitted to the City detailing the type of services provided. Such documentation shall be available for review by the City at all reasonable times upon request.
2. Except as modified herein, the remaining terms and provisions of the Agreement between the City and Consultant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment No. 2 as of the latter of the dates written below.
SOUTHSTAR ENGINERING AND CONSULTING, INC.
By _______________________________ DATED: __________________ Yvette Kirin, Principal
April 14, 2023
CITY OF COMMERCE
By _______________________________ DATED: __________________ Hugo A. Argumedo, Mayor
ATTEST:
_______________________________
Lena Shumway, City Clerk
EXHIBIT A-1
REVISED RATE SHEET
November 1, 2022
Ms. Gina Nila
Director of Public Works
City of Commerce
2535 Commerce Way
Commerce, California 90040
Subject: RATE ADJUSTMENT REQUEST; PROJECT MANAGEMENT AND SUPPORT
SERVICES FOR THE TECHNICAL AND ENGINEERING REVIEW OF CALIFORNIA
HIGH SPEED RAIL AUTHORITY PROOPOSED RAIL FACILITY THROUGH THE CITY OF COMMERCE AND STATION.
Dear Ms. Nila:
This letter is a formal request by Southstar Engineering and Consulting, Inc. (Southstar) to amend the contract rate sheet with a rate adjustment. This request serves to update the City of Commerce with our current employee hourly rate, active staff members, and overhead rates.
The following page contains a detailed breakdown of our proposed changes that will need to be amended. We would like to replace Pramod Kiranaraj with “to be determined” for the position of Project Engineer.
Please contact me or my office should you have any questions.
Primary Contact: Primary Office Location:
Ms. Yvette Kirrin, PE 1945 Chicago Avenue, Unit C2
Southstar Engineering & Consulting, Inc. Riverside, California, 92507 Cell: 626-644-8058 Phone: 951-342-3120
[email protected] www.southstareng.com
Sincerely,
Southstar Engineering & Consulting, Inc.
Yvette Kirrin, PE
President / Senior Engineer/ Principal-in-Charge
Proposed personnel and rate changes:
Personal Services
Position and Title $/Hr.
Fringe
Benefits
Overhead Other
(10% Fee)
Total
Southstar – Senior Engineer
(Yvette Kirrin) $116.41 $136.50 $25.29 $278.20
Southstar – Project Engineer
(TBD) $84.46 $99.04 $18.35 $201.85
Southstar – Outreach/
Partnering/ Negotiations $77.25 $90.58 $16.78 $184.62
Southstar – Public Outreach
(Vanessa Barrientos) $54.02 $63.34 $11.74 $129.10
Southstar – Task Manager
(Koa: Kekoa Anderson) $123.36 $57.98 $77.71 $25.91 $284.96 Southstar – Duputy Task
Manager ( Koa: Traci Gleason) $102.80 $48.32 $64.76 $21.59 $237.47 Southstar – HSR EIR/EIS
(Koa: Edward Graveline) $102.80 $48.32 $64.76 $21.59 $237.47 Southstar – Graphic Designer
(Koa: Madline Anderson) $35.98 $16.91 $22.67 $7.56 $83.11 *Base rates are subjuect to yearly escalation on July 1st automatically based on the percentage change in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U); Los Angeles-Long Beach-Anaheim, CA; All items; for the preceding 12 month-period as calculated for February.
EXHIBIT C
AMENDMENT NO. 4
TO AGREEMENT FOR ON-CALL FOR GENERAL CIVIL ENGINEERING
This Amendment No. 4 (“Amendment No. 4”) to the Agreement for On-Call for General Civil Engineering by and between the City of Commerce (“City”) and JM Diaz, Inc. (“Consultant”) shall be effective December 15, 2020.
WHEREAS, The City and Consultant executed that certain Agreement for On-Call for General Civil Engineering on June 18, 2019; and
WHEREAS, The City and Consultant authorized JM Diaz, Inc. to proceed with Civil Engineering design services for the California High Speed Rail Project on June 21, 2016; and WHEREAS, The City and Consultant executed Amendment No. 1 to the Professional Services Agreement to include JM Diaz, Inc. revised Rate Sheet on December 15, 2020; and WHEREAS, The City and Consultant executed Amendment No. 2 to the Professional Services Agreement extending the expiration date of the Agreement to February 1, 2023; and WHEREAS, The City and Consultant executed Amendment No. 3 to the Professional Services Agreement extending the expiration date of the Agreement to February 1, 2024; and WHEREAS, the original agreement and any amendments thereto shall herein be referred to as (the ”Agreement”); and
WHEREAS, City and Consultant desire to amend the Agreement to include JM Diaz, Inc. revised Rate Sheet attached herein as Exhibit A-2 which is hereby incorporated into the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. SECTION 3(A) of the Agreement is amended in its entirety to read as follows:
3. Compensation.
A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A-2, which is attached hereto and hereby incorporated by reference into the Agreement. Consultant shall maintain appropriate and necessary documentation supporting all invoices submitted to the City detailing the type of services provided. Such documentation shall be available for review by the City at all reasonable times upon request.
2. All references to Attachment 1 in Amendment No. 1 and throughout the Agreement shall herein be referred to as Exhibit A-1.
3. Except as modified herein, the remaining terms and provisions of the Agreement between the City and Consultant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment No. 4 as of the latter of the dates written below.
JM DIAZ, INC.
By _______________________________ DATED: __________________ Juan M. Diaz, President
CITY OF COMMERCE
By _______________________________ DATED: __________________ Hugo A. Argumedo, Mayor
ATTEST:
_______________________________
Lena Shumway, City Clerk
EXHIBIT A-2
REVISED RATE SHEET
CityofCommerce
HSR-15-194
Position and Title $/Hr
JMD - Project Manager/PIC (Juan M. Diaz) $115.71 $153.95 $26.97 $296.63 JMD - Stations (Jack Shah) $109.19 $145.28 $25.45 $279.92 JMD - Caltrans Interface (Lan Saadatnejadi) $110.49 $147.01 $25.75 $283.25 JMD - Senior Project Engineer (Ivan Salvatierra) $80.93 $107.68 $18.85 $207.46 JMD - QA/QC Manager (Pierre Handl} $74.58 $99.23 $17.37 $191.18 JMD - Senior Project Engineer (Steve Itagaki) $83.50 $111.10 $19.45 $214.05 JMD - Senior Project Engineer (Algis Marciuska) $101.53 $135.09 $23.65 $260.27 JMD - Project Engineer (Deepak Solanki) $85.32 $113.52 $19.87 $218.71 JMD - Cost Estimator (Alex Khezri) $50.05 $66.59 $11.67 $128.31 JMD - Senior Design Engineer (Greg Andrade) $41.80 $55.61 $9.76 $107.17 JMD - Engineer 3 (Dana Dardoon) $35.95 $47.83 $8.37 $92.15 JMD - Engineer 2 (Maria Flores) $35.55 $47.30 $8.28 $91.13 JMD - Intern (Daniel Hosseini) $20.48 $27.25 $4.76 $52.49 JMD- Clerical (Darlene Dominguez) $29.43 $39.16 $6.85 $75.44 * For JMD Rates will increase 3% annulaly
* For City Staff rates will be adjusted per the City's latest Salary Schedule *Base rates are subject to annual escalation at a rate of 3% applied to the base rate from January 1st. * For Southstar and Transtech Base rates are subject to yearly escalation on July 1st automatically based on the percentage change in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U); Los Angeles-Long Beach-Anaheim, CA; All items; for the preceding 12 month-period as calculated for February.
Total
Attachment 1 - Rate Sheet
Personal Services
Do not indude travel or overhead. Include position, title, and rate per hour.
Fringe Benefits
Identify fringe benefit
costs citing actual
benefits or as a
percentage of
personal services
costs.
(if applicable)
Overhead Overhead
costs are those
general expenses
incured
duringnormal course
of operating a
business.
(if applicable)
Other
General and
Administrative.
(if applicable)
EXHIBIT D
AMENDMENT NO. 4
TO AGREEMENT FOR ON-CALL FOR GENERAL CIVIL ENGINEERING
This Amendment No. 4 (“Amendment No. 4”) to the Agreement for On-Call for General Civil Engineering by and between the City of Commerce (“City”) and Mott MacDonald, LLC (“Contractor”) shall be effective December 15, 2020.
WHEREAS, The City and Consultant executed that certain Agreement for On-Call for General Civil Engineering on December 18, 2018; and
WHEREAS, The City Council approved Mott MacDonald, LLC’s Proposal to provide civil engineering and design services for the California High Speed Rail Project on June 18, 2019; and WHEREAS, The City and Consultant executed Amendment No. 1 to the Professional Services Agreement to include Mott MacDonald, LLC’s revised Rate Sheet on December 15, 2020; and WHEREAS, The City and Consultant executed Amendment No. 2 to the Professional Services Agreement extending the expiration date of the Agreement to February 1, 2023; and WHEREAS, The City and Consultant executed Amendment No. 3 to the Professional Services Agreement extending the expiration date of the Agreement to February 1, 2024; and WHEREAS, the original agreement and any amendments thereto shall herein be referred to as (the ”Agreement”); and
WHEREAS, City and Consultant desire to amend the Agreement to include Mott MacDonald, LLC revised Rate Sheet attached herein as Exhibit B-2 which is hereby incorporated into the Agreement by reference.
NOW, THEREFORE, the parties agree as follows:
1. SECTION 3(A) of the Agreement is amended in its entirety to read as follows:
SECTION 2. COMPENSATION. City hereby agrees to pay Contractor in accordance with the payment schedule as set forth in Exhibit B-2, which is attached hereto and incorporated herein by reference, based upon work completed, as defined in Exhibit A. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Contractor shall not bill City for duplicate services performed by more than one person.
2. All references to Attachment 1 in Amendment No. 1 and throughout the Agreement shall herein be referred to as Exhibit B-1.
3. Except as modified herein, the remaining terms and provisions of the Agreement between the City and Consultant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment No. 4 as of the latter of the dates written below.
MOTT MACDONALD, LLC
By _____________________________________ DATED: __________________ Eric Banghart, Division General Manager
CITY OF COMMERCE
By _____________________________________ DATED: __________________ Hugo A. Argumedo, Mayor
ATTEST:
Lena Shumway, City Clerk
Eric Banghart 4/17/2023
Digitally signed by Eric Banghart
DN: C=US, [email protected], O=Mott MacDonald, CN=Eric Banghart Location: Los Angeles, CA
Reason: I agree to the terms defined by the placement of my signature on this document
Contact Info: [email protected]
Date: 2023.04.17 10:45:25-07'00'
EXHIBIT B-2
REVISED RATE SHEET
Attachment 1 - Rate Sheet City of Commerce
HSR15-194Page 1 of 1
HSR15-194 City of Commerce Rate Sheet
Submitted by Mott MacDonald November 7, 2022
Fringe Benefits Operating Expenses Travel Expenses Overhead Equipment Other Total Total Position and Title $/Hr
Eric Banghart, Project Principal $ 102.48 2.6 1.1 $ 293.09 $ 307.75 Richard Carney, Project Manager $ 109.45 2.6 1.1 $ 313.02 $ 328.67 Farhad Nourbakhsh, Specialist $ 127.05 2.6 1.1 $ 363.36 $ 381.53 Mengzhao Hu, Senior Planner $ 82.00 2.6 1.1 $ 234.52 $ 246.25 Maggie Cheung, Planner $ 68.96 2.6 1.1 $ 197.23 $ 207.09 Darlene Gonzalez, Planner $ 51.89 2.6 1.1 $ 148.41 $ 155.83 Kaoru McCullough, Specialist $ 89.12 2.6 1.1 $ 254.88 $ 267.63 Anthony Antonucci, Specialist $ 39.14 2.6 1.1 $ 111.94 $ 117.54 Darren Tucker, Specialist $ 83.51 2.6 1.1 $ 238.84 $ 250.78 Personal Services
General and
Administrative.
(if applicable)
Include description
of equipment.
(if applicable)
Overhead costs are
those general
expenses incured
during normal course
of operating a
business.
(if applicable)
Include travel
expense and per
diem. Rates are set
at the rate specified
by the SPB.
(if applicable)
Operating expenses
related to the
services provided
including rent and
supplies.
(if applicable)
Identify fringe
benefit costs citing
actual benefits or as
a percentage of
personal services
costs.
(if applicable)
*Base rates are subject to annual escalation at a rate of 5% applied to the base rate from January 1st*Overhead costs are those general expenses incurred during normal course of operating a business. At times these costs may be called General & Administrative, Fringe Benefits Costs, Overhead, or Payroll burden*Any modifications to labor, rates, fringe, or overhead must be approved by the Contract Manager prior to services being performed.and not impact overall Contract Budget *Any additions or deletions of Sub-Contractors including personnel and rates must be approved by the Contract Manager prior to services being performed Do not include travel or overhead. Include position, title, and rate per hour. 2023 fully burdened rates
2024 rates (Fulley
Burdened)