Manteca City Council
December 17, 2024

AGREEMENT FOR SERVICES
THIS AGREEMENT (“AGREEMENT”) is made and entered into this day of , , by and between the CITY OF MANTECA, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and TRC ENGINEERS, INC.

Consultant
183 D’Arcy Parkway Lathrop CA 95330

MAILING ADDRESS CITY STATE ZIP
a California Corporation
NA
STATE LICENSE CLASSIFICATION & NUMBER (if required)
hereinafter referred to as “CONSULTANT”.

WITNESSETH:

A. WHEREAS, CITY desires to enter into this Agreement for services for Traffic Signal Update Project CIP 17058 HSIPL 5242(034)
B. WHEREAS, CITY desires to retain CONSULTANT to provide these services by reason of its qualifications, applicable license(s), and experience for performing such services, and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:

AGREEMENT

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in Exhibit “A”. This AGREEMENT and its exhibits shall be known as the “Agreement Documents”. Terms set forth in any Agreement Document shall be deemed to be incorporated in all Agreement Documents as if set forth in full herein. In the event of conflict between terms contained in these Agreement Documents, the more specific term shall govern. If any portion of the Agreement Documents is in conflict with any other portion or provisions contained in the AGREEMENT, the AGREEMENT shall govern over the conflicting provisions contained in the exhibits to the AGREEMENT. To eliminate doubt, in the case of conflict between Consultant's proposal or Consultant's attachments and the City's AGREEMENT and attachments, the City's AGREEMENT and attachments shall take precedence over Consultant's proposal and attachments.

ATTACHMENT 3
Agreement for Services
2 B. Consultant enters into this AGREEMENT as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this AGREEMENT to bind the City in any respect. Nothing in this AGREEMENT shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this AGREEMENT.

C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this AGREEMENT is based on such independent investigation and research.

2. TERM OF AGREEMENT
A. The services of Consultant are to commence upon execution of this Agreement and shall be completed and this AGREEMENT terminated on December 31, 2026, unless otherwise extended in writing by the mutual agreement of both parties.

B. The City Manager or designee may, by written instrument signed by the Parties, extend the duration of this AGREEMENT in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Consultant shall be paid in accordance to the attached Fee Schedule in Exhibit “C”. Consultant charges separately for certain costs incurred in the representation, as well as for any disbursements to third parties made on City's behalf. Such costs and disbursements include, for example, the following: mileage (at the IRS rate in effect at the time the travel occurs), overnight delivery and messenger services. Consultant shall be reimbursed for expenses related to travel, for example (flights, hotels, meals). However, Consultant shall not make travel arrangements or incur costs on behalf of City without prior written authorization to incur said expenses and in no event shall total compensation under this AGREEMENT exceed Three hundred forty thousand dollars ($340,000.00) without City’s prior written approval.

B. Said amount shall be paid upon submittal of monthly billings showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this AGREEMENT. The invoices shall be submitted with the monthly billings.

C. If the work is temporarily suspended at the request of the City, compensation shall be based upon the portion of work completed as of the date of the suspension, subject to Section

4. ATTACHMENT 3
Agreement for Services
3 4. TERMINATION:

A. This AGREEMENT may be terminated by either party, provided that the other party is given not less than fourteen (14) calendar days’ written notice (delivered by registered mail) of intent to terminate.

B. The City may temporarily suspend this AGREEMENT, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this AGREEMENT.

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

D. In the event of termination, the Consultant shall be compensated as provided for in this AGREEMENT, except as provided in Section 4C. Upon termination, the City shall be entitled to all final work and draft work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 herein.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this AGREEMENT may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required herein. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this AGREEMENT in the manner provided in Section

5. 7. PROPERTY OF CITY:

A. It is mutually agreed that all draft and final materials prepared by the Consultant under this AGREEMENT shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this AGREEMENT which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

B. Additionally, it is agreed that the parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by Consultant herein (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

ATTACHMENT 3
Agreement for Services
4 8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this AGREEMENT. It shall be City’s responsibility to obtain all rights of way and easements to enable Consultant to perform its services herein.

Consultant shall assist City in providing the same.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this AGREEMENT and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this AGREEMENT.

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this AGREEMENT shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this AGREEMENT. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred. 10. SUBCONTRACTING:

None of the services covered by this AGREEMENT shall be subcontracted without the prior written consent of the City. Consultant shall be fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this AGREEMENT whether by assignment or novation, without the prior written consent of the City. However, claims for money due or to become due to Consultant from the City under this AGREEMENT may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

ATTACHMENT 3
Agreement for Services
5 12. INTEREST IN AGREEMENT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the AGREEMENT, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this AGREEMENT, City determines and notifies Consultant in writing that Consultant’s duties under this AGREEMENT warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this AGREEMENT are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this AGREEMENT in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this AGREEMENT except such loss or damage caused solely by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this AGREEMENT.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in full force at all times during the duration and performance of this AGREEMENT, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than “A” in Class VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

ATTACHMENT 3
Agreement for Services
6 B. Prior to execution of this AGREEMENT and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the AGREEMENT. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the AGREEMENT not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this AGREEMENT. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this AGREEMENT.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Commercial General Liability Insurance.
a. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01 (or equivalent), in an amount not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) minimum limit for general aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Consultant’s general liability policies shall be primary and shall not seek contribution from the City’s coverage, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction projects, an endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 (or equivalent), is also required.
b. Any failure to comply with reporting provisions of the policies by Consultant shall not affect coverage provided the City. c. Coverage shall state that Consultant insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
d. Coverage shall contain a waiver of subrogation in favor of the City.

2. Automobile Liability. If vehicles are brought onto city facilities, Consultant shall maintain automobile liability with limits no less than one million dollars ($1,000,000) minimum limit per accident for bodily injury and property damage.

3. Workers’ Compensation and Employers’ Liability. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Consultant shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. Consultant shall sign the Certificate of Compliance with labor Code 3700 (Exhibit B).

4. Professional Liability. Consultant shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Consultant ATTACHMENT 3
Agreement for Services
7 agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

5. All Coverages.
a. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has been given to the City. b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by the City.
c. Evidence of Insurance - Prior to commencement of work, the Consultant shall furnish to the City certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. The Consultant must agree to provide complete, certified copies of all required insurance policies when requested by the City.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an A.M. Best rating of “A” Class VII or higher. e. Subcontractors and Consultants - A category of risk and the applicable insurance requirements will be determined on a “per subcontractor” or “per consultant” basis, considering the particular work to be done by the subcontractor or consultant and the interrelationship of that work to other work being conducted by the Consultant.

6. No other provision of this Agreement or any attachment thereto shall reduce the insurance or indemnity obligations imposed under this Section.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage that is not being maintained, in the form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due to Consultant under this AGREEMENT.

D. No policy required by this AGREEMENT shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless written approval is obtained by Consultant from the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the AGREEMENT.

17. MISCELLANEOUS PROVISIONS:

A. Compliance with Laws. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ATTACHMENT 3
Agreement for Services
8 ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this AGREEMENT or the materials used or which in any way affect the conduct of the work.

B. Unlawful Acts. Consultant shall not engage in unlawful employment discrimination.

Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Record Retention. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this AGREEMENT. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this AGREEMENT are made to the Consultant.

D. Notice. All notices that are required to be given by one party to the other under this AGREEMENT shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: Consultant:

Beshoy Demyan,PE
Senior Engineer
City of Manteca
1001 W. Center St.

Manteca, CA 95337
Dustin Rath, PE
Vice President
TRC Engineers, Inc.
183 D’Arcy Parkway
Lathrop, CA 95330
916-826-4429
[email protected]
E. Governing Law and Venue. This AGREEMENT shall be interpreted and governed by the laws of the State of California, and any legal action relating to this AGREEMENT shall take place in the Superior Court, County of San Joaquin.

F. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this AGREEMENT.

G. Severability. If any provision of this AGREEMENT is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this AGREEMENT shall continue in full force and effect.

H. Mediation. In the event of any controversy or claim arising out of or relating to this Agreement or the Services provided by Consultant (each referred to as a “Dispute” and all collectively referred to as the “Disputes”), the Parties shall try to resolve all Disputes through good faith, direct discussions involving the representatives of each Party who possess the necessary authority to resolve such Dispute. If direct discussions are unsuccessful in resolving a Dispute, the Parties shall endeavor to resolve the matter by mediation through and administered by JAMS or its successor in interest. JAMS shall provide the parties with the name of five (5) qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS, ATTACHMENT 3
Agreement for Services
9 and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

I. Costs and Attorney' Fees. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.

J. Entire Agreement. This AGREEMENT constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this AGREEMENT. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this AGREEMENT, except those contained in or referred to in writing.

K. Execution. This AGREEMENT may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.

L. Authority to Enter Agreement Consultant warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this AGREEMENT.

Each party warrants to the other that the signature to this AGREEMENT have the legal power, right, and authority to enter into this AGREEMENT and to bind each party.

M. California Prevailing Wage Requirement Pursuant to California Labor Code sections 1720 through 1861, the Consultant, its Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR), if applicable. This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite. The most current prevailing wage determination can be found at https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. N. Federal Aid Provisions The Consultant’s services are federally funded, which necessitates compliance with additional requirements. Special attention is directed to Caltrans Local Assistance Procedures Manual Exhibit 10-R: A&E Boilerplate Agreement Language, which is incorporated as part of this Agreement set forth in Exhibit D.

THIS SPACE INTENTIONALLY LEFT BLANK
ATTACHMENT 3
Agreement for Services
10 TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.

CITY OF MANTECA: CONSULTANT:

TRC Engineers, Inc.

Toni Lundgren (Type name of Consultant/form of organization) City Manager
ATTEST: By:
(Signature)
Dustin Rath, Vice President
Cassandra Candini-Tilton, (Type name and title)
Director of Legislative Services
COUNTERSIGNED: By:
(Signature)
Shay Narayan, (Type name and title)
Director of Finance
COUNTERSIGNED: Address: 183 D’Arcy Parkway
Lathrop, CA 95330
Stephanie Van Steyn,
Director of Human Resources Telephone: 916-826-4429
APPROVED AS TO FORM:

L. David Nefouse, City Attorney
By:

Daniella Green, Assistant City Attorney
Lincoln Leaman, Vice President
ATTACHMENT 3
Agreement for Services
11 EXHIBIT A
Consultant Proposal/Scope of Work
ATTACHMENT 3
Traffic Signal Update Project | 11

PRINCIPAL-IN-CHARGE/

CONTRACT MANAGER
Dustin Rath, PE, GE, QSD/P, CCM

PROJECT MANAGER/SUPERVISING

CONSTRUCTION INSPECTOR
Justin Wehling

SIGNALS/FIBER SYSTEM

INSPECTION
Neal Benham

REGISTERED PROFESSIONAL

ENGINEER/RESIDENT ENGINEER
Marina Chekmareva, PE, QSD/P

ORGANIZATION CHART
LEGEND
TRC Engineers, Inc.

Marina Construction Management
Premier Site Services
Statement of
Availability
Key personnel identified here will
be available for the duration of the
contract. TRC acknowledges that no
person designated as “key” will be
removed or replaced without the
prior written notice to the City.

INSPECTOR
Nathan Tatum
Principal-in-Charge/Contract Manager
Many of Dustin’s projects have included innovative uses of construction materials and techniques. He was Principal for the on-call construction management contracts with the Cities of Manteca and Modesto and managed the on call contracts for the Counties of El Dorado, Nevada, and Sonoma, the CA Department of Water Resources, and others. The construction value totals more than $800M. His knowledge recognizing a project’s critical elements keeps projects on budget and on schedule.

Project Manager/Supervising Construction Inspector
Justin, who served as TRC’s Project Manager/Project Administrator for the City of Manteca’s Airport Way and Library Parking Lot Renovation, brings 23 years of experience to the team. He has experience managing and inspecting multiple, simultaneous projects involving all aspects of city infrastructure, including PCC and HMA roadways, roundabouts, street lighting, curbs and gutters, sidewalks, underground utilities, treatment plants, pump stations, ADA accessibility and compliance, traffic control, and other items on capital improvement and developer, and Caltrans projects.

Registered Professional Engineer/Resident Engineer
Marina has extensive experience in construction management, engineering, and inspection services. Her background includes a variety of infrastructure projects such as roadway and bridge improvements, dams, parks, recreational facilities, and pedestrian trails and overcrossings. She has demonstrated success in contract administration and inspection for both private development and public works projects. Additionally, she is skilled at coordinating between multiple project stakeholders, including contractors, clients, agencies, homeowners, business owners, and the public.

City of Manteca Experience
TRC provided construction management and inspection services to the City of Manteca for the Airport Way and Library Parking Lot Renovation and Louise Avenue project. This Airport Way project improved rideability on Airport Road between Woodward Avenue and Tactical Way, brought multiple existing ADA ramps into compliance, refreshed striping to increase public safety, and completely reconstructed (including striping) the library parking lot to increase drainage and ADA accessibility.

Caltrans District 10 Experience
TRC has provided Caltrans District 10 with a full suite of construction management services on three consecutive contracts as a subconsultant to NV5. We work on dozens of Caltrans construction projects within all counties across District 10 ranging in size and scope from less than a million to multi-million-dollar construction values.

Structured for a Successful Partnership
It is our goal serve you and continue to grow our partnership with the City of Manteca. We are fully committed to providing the required resources for your current and future projects.

LEADERSHIP & EXPERIENCE YOU CAN TRUST
ATTACHMENT 3
Traffic Signal Update Project | 12
SUB-CONSULTANTS | DBE REQUIREMENTS
TRC finds a way to exceed small and diverse business goals. This is why so many small and diverse businesses want to work with TRC. In FY23, 14% of total TRC spend was with small and diverse suppliers. Our internal procedures detail consistent processes for tracking and reporting small business spend. Reports are generated in Deltek Vision, our Enterprise Resource Planning system. This system uses data from SpendHQ, which populates diverse supplier certification data via supplier.io.

Achieving meaningful working relationships with disadvantaged and minority sub-consultants is a philosophical priority at TRC and advances Corporate Environmental Justice values. From time to time, we use a GFE vendor (GCAP Services, Inc.,) for assistance reaching small and diverse businesses.

TASKS 2 – PRECONSTRUCTION, 3 – CONSTRUCTION, 4 – QUALITY ASSURANCE, 5 – POST CONSTRUCTION Assisting TRC with providing support as resident engineer, is Marina Construction Management, Inc. (MCM). Founded in 2024, MCM is a small, local, and woman-owned business that embodies the spirit of community engagement and empowerment. As a full-service construction management and inspection services firm, MCM is committed to providing high-quality and efficient construction support services while championing inclusivity and diversity within the industry. Marina Chekmareva PE, QSD/P is the founder of MCM. She brings more than 15 years of experience in construction management to your project. With MCM, we meet your 16% participation goal.

SIGNALS TESTING, FIBER SYSTEM INSPECTION
Supplementing our team with technical experts in signals testing, fiber system inspection and testing is Premier Site Services, LLC (PSS). Founded in 2020 by Robin Benham, owner and CEO, PSS is a woman-owned, small business.

PSS provides functional and operational testing services to verify the system specified in the contract documents is properly configured and the components operate properly and are compliant with the contract documents. PSS staff review fiber optic test plans, and provide comments and complete checklists as necessary, to document the system meets the Project Special Provisions requirements.

KEY PERSONNEL AVAILABILITY
Name / Proposed Role Firm /
Years
Current Office
Location Current Assignment & % Commitment % Availability Dustin Rath, PE, GE, QSD/P, CCM
Principal-in-Charge / Contract
Manager
TRC
26 Rancho Cordova/
Lathrop
• Caltrans D-6 On-Call CM | 5%
35%
• Caltrans D-9 On-Call CM | 5%
• Caltrans D-10 On-Call CM | 5%
• California DWR Levee Repair Program HQ | 5%
• Sacramento County, Sacramento International
Airport, Mather Runway Rehabilitation | 50%
Justin Wehling
Project Manager/Supervising
Construction Inspector
TRC
23 Lathrop
• City of Modesto, On-Call La Loma Phase 2C
Strengthen & Replace Water Mains 2023-07 | 25%
50% • City of Manteca, CMIS for the Louise Avenue (Main Street to Hwy 99) Pavement Improvement | 25%
• City of Modesto, On-Call Cesar E. Chavez Park
Renovation (project starts 10/24) | 0%
Marian Chekmareva, PE, QSD/P
Professional/Resident Engineer
MCM
15 Mountain View • Fully available to perform tasks associated with this contract. 100%
Nathan Tatum
Inspector
TRC
20 Lathrop • Fully available to perform tasks associated with this contract. 100%
Neal Benham
Signals Testing/Fiber System
Inspection
PSS
15 Lincoln • Fully available to perform tasks associated with this contract. 100%
DBE GOAL 16%: TRC will exceed the City’s goal.

ATTACHMENT 3
Traffic Signal Update Project | 13
C. WORK PLAN

INTRODUCTION
Management and inspection of the Traffic Signal Update Project will require a seasoned team with experience working within the public right-of-way on traffic signal upgrade projects. Our team is just that, having successfully managed countless projects with similar scopes of work integrated into large pavement rehabilitation projects within central valley and Northern California. Our experience and lessons learned from previous projects will keep construction progressing smoothly, on time, and within budget. We consider ourselves a public stakeholder because the project is located within four miles of our office.

Through the duration of this project, the staff we are proposing do not have any scheduled time off and will be available from pre-construction through closeout. Additionally, Justin Wehling, Marina Chekmareva, PE. QSD/P, and Nathan Tatum will be available by phone and if a call is missed, a response will be returned on the same business day.

Task 1.1 – Project Manager, Justin Wehling, will lead our team in managing your project. He has extensive experience performing and managing high-profile projects within the city right-of-way, including Manteca. Justin will coordinate and supervise our staff and will provide oversight of the team to maintain focus on the project’s most important technical elements. Justin will prepare and submit monthly project progress reports to the City’s Project Manager.

Justin will be supported in the office and field by the Resident Engineer, Marina Chekmareva, PE. QSD/P. As a DBE and the founder of Marina Construction Management, Inc. (MCM),
she has many years of experience managing and inspecting roadway improvement projects that include traffic signal upgrade. Marina is an efficient and effective collaborator with project stakeholders and is considered an expert in managing complex projects.

Construction Inspector, Nathan Tatum is a professional with 21 years of experience providing hands-on and technical expertise in overhead and underground dry utility construction. Nathan is a versatile construction inspector with significant experience managing many projects within the city’s right-of-way. He will coordinate daily with the contractor and be onsite full time to inspect and document the installation of the new system and equipment. Nathan is always thinking ahead of the contractor and anticipating upcoming task.

Task 2.1 – Pre-Construction Conference. Marina will create a detailed pre-construction meeting agenda, including items such as work hours, labor compliance, procedures for submittals and RFIs, and other key items and provide to the City for review and input. Once approved, we will hold a pre-construction meeting with all relevant stakeholders. In this meeting, we will establish and discuss project roles and responsibilities, and lines of communication. TRC will notify the contractor to apply for their Union Pacific Railroad (UPRR) permit. TRC will also discuss this with the contractor about the completion of the Wireless Site Survey Test before any procurement of the wireless antennas systems as specified. TRC will use Procore for the project and will provide access to all team members for project-related documents through the duration of the project on both computer and smart phone. Throughout the project, the contractor will upload submittals and RFIs, and the review and response will be tracked through each stage of processing with the system providing date and time stamping to help identify bottlenecks and maintain accountability. This will expedite processing of each submittal and RFI throughout the process while being attentive to all project requirements and details.

Task 2.2 – Labor Compliance. Marina will spot check certified payroll ensuring the contractor is compliant with the applicable Prevailing Wage Determination and federal Davis Bacon rules, EEO and DBE requirements, and federal regulations. Additionally, our team will perform monthly labor compliance interviews. Any discrepancies will be reported to the City in a timely manner as noted in Section 3.17 of the RFP.

Task 2.3 – Submittal of Certified Payroll. Certified payroll will be submitted directly to the Department of Industrial Relations per project specifications. We will review verification of submission provided by the contractor.

Task 2.4 – Constructability Review. Our services will begin with Justin, Marina, and Nathan performing a thorough site review to observe and document existing conditions, including confirming that the plans depict actual field conditions prior to the start of construction. We will also perform a review of project documents and complete a constructability review, redlining and documenting any items that may become issues during construction, as required, within one week of our notice-to-proceed. A detailed list and red lines will be created and provide to the City’s project manager and design engineer noting potential conflicts, constructability issues, and discrepancies with the engineer’s estimate and bid items. This in-depth review performed by our key project staff will apply our experience to identify solutions to the possible discrepancies which reduces the potential for schedule delays and cost overruns.

Task 2.5 – Document Control and Review. We will use Procore, the construction management information system, for organizing, tracking, and managing project documents in accordance with Caltrans standards, and managing all submittals including traffic control plans, staging plans, RFIs, permits and agreements, and the baseline schedule/updates. Once Marina has completed her initial review for completeness and conformance with the project documents, they will forward their notes to the City for a final review and approval prior to returning to contractor. Premier Site Services will perform submittal review for all fiber materials and testing plans provided by the contractor. Project documents including weekly statements of working days, electronic correspondence, daily inspection reports (DIRs), and photo logs will be created, stored, and maintained in Procore for the duration of the project. At the completion of the project, the electronic files created in Procore will be extracted and provided to the City.

Task 2.6 – Construction Schedule. Marina will review the contractor’s baseline schedule for completeness, sequence logic, critical tasks, float, and completeness reflecting contract requirements and verifying that the activities and durations meet the contract requirements and milestones.

Task 2.7 – Safety Management. Marina and Nathan will review and monitor the contractor’s safety program as required by Cal-OSHA to verify implementation in accordance with the submitted contractor safety program and industry standards. Any deficiencies identified on the site will be immediately brought to the attention of the contractor’s safety representative. In situations of imminent danger, we will immediately take steps to correct the situation, including suspension of unsafe work activities.

TASK 1. PROJECT MANAGEMENT TASK 2. PRE-CONSTRUCTION SERVICES ATTACHMENT 3
Traffic Signal Update Project | 14
C. WORK PLAN
Task 3.1 – On-Site Quality Assurance/Control Inspection. Nathan will be full-time onsite collaborating with the contractor to achieve a high-quality product, constructed in accordance with the project documents and industry standards. He will meet with the contractor foreman daily before the start of the shift to discuss the day’s operation work schedule. Nathan will inspect and monitor the contractor’s quality control procedures against the contract documents to confirm that the work performed is compliant and of acceptable quality. Observations will be documented in a detailed daily report to document project conditions and actual daily quantities. Photographs will be included in the daily report to document existing conditions, work activities, and construction progress. We will work with the contractor to address discrepancies making sure they are resolved promptly and tracked in Procore. Justin will provide internal quality control reviews and verify that we are following our approved procedures while supporting our team. If an issue arises, TRC will review the issue and develop a recommended solution that meets contract requirement. Field orders will be drafted by Marina and sent to the City for final review and approval before transmitting to the contractor.

Task 3.2 – Meetings. Justin and Marina will conduct weekly meetings with attendance options for stakeholders via Microsoft Teams. Topics discussed during weekly meetings include project progress, both current and future scheduling, RFIs, submittals, and public notification, potential change orders, quality, and pay estimates. These meetings will maintain open communication between all team members. This will allow us to think ahead of the contractor, anticipate upcoming work, and provide reminders, when necessary, to complete submittals ahead of schedule to reduce the potential for delays. In addition, we will conduct environmental coordination and safety meetings to deliver compliance and prevent violations and fines.

UPRR: TRC will review and follow up with the contractor to submit an encroachment permit application to Union Pacific Railroad (UPRR) in order for the contractor to complete the work as shown on sheets SIC-3 and SIC-5.

Task 3.3 – Monthly Status Reports. Justin and/or Marina will attend monthly status report meetings with the City. They will prepare monthly reports highlighting project progress, CCOs, cost issues, and schedule to keep all stakeholders informed of project status and potential issues.

Task 3.4 – Construction Schedule. Justin and Marina will monitor the contractor’s baseline schedule, monthly updates, and three-week look-ahead.

These schedules will be reviewed and compared against the approved project schedule to verify activities and durations meet the contract requirements and milestones are achieved. If delays are requested by the contractor or the schedule slips, we will request and review a time-impact-analysis and recovery schedule.

Task 3.5 – Cost Control. Justin and Marina will monitor project funding and project budgets. They will review contract item payments, material quantities, and change order payments.

Task 3.6 – Schedule of Values. Marina will review the contractor’s SOV to identify potential frontloading and verify that line items are acceptable and can be easily tracked for monthly progress payments.

Task 3.7 – Progress Payments. Marina will evaluate the contractor’s monthly progress payment requests. She will compare requested quantities to the quantities measured in the field and tracked on DIRs or quantity sheets and the approved SOV. Any discrepancies will be resolved prior to the progress billing submitted to the City for final review and payment.

Task 3.8 – Change Orders. Marina will review all potential change orders for contractual and technical merit. She will prepare an independent cost estimate and schedule analysis of work. Her review will include input from appropriate support staff for schedule, technical review, and material testing results. Marina will communicate with the City throughout the negotiations with the contractor ensuring the City’s acceptance of the change and approval of pricing prior to any agreement or approval of the contractor’s request. Once negotiations are complete, Marina will provide the City with a complete change order for review and final approval including all supporting documents. Work will not be authorized or directed until approvals are obtained.

Task 3.9 – Certificates of Compliance. Material brought to the job will be assessed for compliance to the approved submittal, the contract requirements, and the Buy America compliance per the specifications. During inspection, certificates will be photographed and attached to daily inspection report. Material tags will be collected, and the originals will be provided to the City at project completion.

Task 3.10 – Traffic Management. Marina and Nathan will coordinate, process, and obtain approval for lane closure requests through the City, in addition to monitoring the contractor’s traffic control plan to make sure there are no conflicts with other adjacent projects. Lane closures will be monitored to make sure traffic control is only in place Monday through Friday between the hours of 8:00am - 5:00pm unless previously approved by the City.

Adjustments, including sign and flagger locations and closure lengths, will be coordinated in the field to improve safety and efficiency, and will be updated on the approved plan.

Task 3.11 – Public Notification. We understand the City will provide public notification through your website and social media platforms. TRC will review residential and business notifications, if requested, to determine compliance with the project contract documents.

Task 3.12 – Special Provisions Compliance/Storm Water Pollution Prevention.

Marina and Nathan will perform oversight of the contractor’s implementation of SWPPP or WPCP, for compliance with the contract documents and the General Permit. Nathan will perform inspections of BMs in the field to verify both the implantation and proper maintenance throughout the duration of project. Marina will perform routine checks and make sure the contractor meets requirements such as regular inspections.

Task 4 – Quality Assurance and Materials Testing
TRC will work closely with our sub-consultant, Premier Site Services. TRC will schedule all work with Premier Site Services as our fiber testing sub-consultant.

We will coordinate timely testing and reporting. After testing is completed, Premier Site Services will provide a detailed report documenting test locations and any deficiencies. Once received, each report will be uploaded to Procore, and the City will be kept apprised of any issues. In addition, Premier Site Services will support during submittal review for both materials and testing plans provide by the contractor.

TASK 3. CONSTRUCTION MANAGEMENT SERVICES
DURING CONSTRUCTION TASK 4. QUALITY ASSURANCE

AND MATERIALS TESTING
TASK 5. POST CONSTRUCTION

SERVICES
Task 5.1 – Project Completion Reports and Closeout. Justin and Marina and Marina will process the final progress payment to the contractor and file. Justin will prepare the final report and deliver a digital copy of all project records as well as a scanned copy of the record drawings to the City.

Task 5.2 – Lessons Learned. Our closeout package will have a detailed breakdown of lessons learned throughout the project.

Task 5.3 – Potential Claims/Dispute Resolution. Justin and Marina will assist in the resolution of disputes by identifying potential claims issues, reviewing claims for merit, making recommendations, and implementing procedures to reduce the likelihood of disputes and claims.

Task 5.4 – Final Walkthrough. Marina and Nathan will schedule a final inspection with the City for site review and prepare a final punch list to be completed by the contractor.

Task 5.5 – As-Built Drawings. TRC will perform monthly as-built reviews to verify the contractor’s as-builts are kept current during the project. We will collect, review, and transmit the contractor’s data to the City’s engineer and will confirm that all changes are incorporated into the record drawings.

TRC reviewed the Request for Proposal documents and bid project plans and specifications and did not see any services that may be necessary that are not already listed in the previous Tasks.

TASK 6. OTHER SERVICES AS

NECESSARY
ATTACHMENT 3
Agreement for Services
12 EXHIBIT B
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this AGREEMENT.

CONSULTANTS
By:
[Title]
ATTACHMENT 3
Agreement for Services
13 EXHIBIT C
Fee Schedule
ATTACHMENT 3
Cost of Services Worksheet REV 11/25/2024
Project Schedule
Nov Dec Jan Feb Mar Apr May Jun Jul
Calendar days 30 31 31 28 31 30 31 30 31 Estimated Prof. Svcs NTP: December 15, 2024 Contract Calander days 240 19 21 22 20 21 22 22 21 22 Estimated Substantial PHASE 1: PRE-CONSTRUCTION 13.5 Completion (Construction): July 30, 2025 PHASE 2: CONSTRUCTION 132 132 120 126 132 176 168 176
PHASE 3: POST CONSTRUCTION 36 Estimated Manhours: 1,212 Position Name Rate Nov Dec Jan Feb Mar Apr May Jun Jul Hours Project Manager Justin Wehling $199.00 5.5 6 $ 1,094.50 Inspector Nathan Tatum $219.19 8 8 $ 1,753.52
$ 2,848.02
MCM (DBE) Project Engineer/ OE Marena Chekmareva Management (8hrs) $1,758.40 NTE $ 1,758.40 Subconsultant Markup 5% $ -
$ 1,758.40
$ 4,606.42
Project Manager Justin Wehling $199.00 0
Inspector ST Nathan Tatum $219.19 132 132 120 126 132 176 168 176 1,162 $ 254,698.78 $ 254,698.78
MCM (DBE) Project Engineer/ OE Marena Chekmareva Management (1.25 hrs. per day) $46,745.75 NTE $ 46,745.75 Subconsultant: Materials Testing Premier site Services $14,000.00 NTE $ 14,000.00 Subconsultant Markup 5% $ -
$ 60,745.75
$ 315,444.53
Project Manager Justin Wehling $199.00 20 20 $ 3,980.00 Inspector Nathan Tatum $219.19 16 16 $ 3,507.04
$ 7,487.04
MCM (DBE) Project Engineer/ OE Marena Chekmareva Management (30hrs) $6,599.40 NTE $ 6,599.40 Subconsultant Markup 5% $ -
$ 6,599.40
$ 14,086.44
Vehicles Allowance $4.90 132 132 120 126 132 176 168 210 1,196 $ 5,860.40 $ 5,860.40
Totals
PHASE 1: PRE-CONSTRUCTION
PHASE 2: CONSTRUCTION
SUBTOTAL: LABOR
2024 2025
SUBTOTAL: SUBCONSULTANTS
SUBTOTAL PHASE 2: CONSTRUCTION:

PHASE 3: POST CONSTRUCTION
SUBTOTAL: LABOR
SUBTOTAL: SUBCONSULTANTS
Manteca | Traffic Signal Update Project HSIPL 5242 (034) (CIP No. 17058) SUBTOTAL PHASE 3: POST CONSTRUCTION:

ODC's
SUBTOTAL: LABOR
SUBTOTAL: SUBCONSULTANTS
SUBTOTAL PHASE 1: PRE-CONSTRUCTION:

TRC Engineers, Inc.

ATTACHMENT 3
Manteca | Traffic Signal Update Project HSIPL 5242 (034) (CIP No. 17058) $ 5,860.40
$ 339,997.79
Notes and Assumptions:
• Inspection to be performed part time, not exceeding 8 hours per day • Excludes Submittal review other than assistance with processing through Pro Core • Excludes independent cost estimates for any changes that occur on the project. • Excludes Labor Compliance verification
* Denotes employees/classifications that are subject to prevailing wage.

Full set of Inspector Bill Rates: Name NPW
Construction Manager (Group 2) Justin Wehling $199.00
* Inspector (Group 1) Day
Night

TOTAL OF CONTRACT
SUBTOTAL ODC's:
• Fees are based on 240 Calander day construction duration with professional services NTP anticipated in November 2024. • Should the actual schedule require more or less professional services than proposed adjustments to this estimate may be required. • Client will be billed only for hours worked. Night work and Overtime will be billed at a pro-rata adjusted rate. 3% annual escalation effective every July 1st. • Unless otherwise noted, above rates are straight-time rates. Overtime, rain, holidays and potential time extensions or delays may result in additional professional services. • Wages for inspection subject to Calif. Labor Code Section 1772. Rates are based on DIR Prevailing Wage Determination NC-63-3-9-2023-1 TRC will pay and bill accordingly.

Nathan Tatum
$ 237.93 $ 270.99 $ 304.05

ST OT DT

N/A N/A N/A
$ 219.19 $ 248.58 $ 277.96
TRC Engineers, Inc.

ATTACHMENT 3
HSIPL 5242(034) Traffic Signal Update Project
City of Manteca 16%
Throughout the City of Manteca
TRC Engineers, Inc.

Resident Engineering Services 52327 Marina Construction Management, Marina Chekmareva, 650.206.9040
10/23/2024
Dustin Rath 916.562.2053
VP Area Mgr./Internal QA
16 16
ATTACHMENT 3
Resident Engineering Services 52327 Marina Construction Management, Marina Chekmareva, 650.206.9040
$339,998.80
$55,103.55
55,103.55
1 16
$69,103.55
ATTACHMENT 3
Inspector General
California Department of Transportation
Financial Document Review (FDR) Request Form
• To be completed by Local Public Agencies (LPA) - one per contract. • For new proposed Architectural & Engineering (A&E) consultant LPA contracts of $1 million or greater. • For amendments, use only when there are additional subconsultants or changes in Indirect Cost Rate (ICR).

Email to:
[email protected] Date:

California State Department of Transportation
Independent Office of Audits and Investigations Federal/State Project Number:

Attention: Financial Document Review Manager
Check one: New Contract Amendment Other
A&E Contract Number: Total Contract or Amended Amount of:

Prime Consultant Full Legal Name:

Project Description:

All Primes and Safe Harbor Rate (SHR) Applicants must be listed below. In addition, complete below for all Sub-Consultant(s) with estimated contract costs of $500,000 and above on this contract. Sub-consultant(s) with less than an estimated contract cost of $500,000 do not need to be included unless they are SHR applicants:
(Add pages if necessary.)
Caltrans ICR Acceptance Consultant’s Name: Estimated Contract Cost Category ID # (if available) I verify we received financial documents from the prime and sub-consultants based on the requirements specified in this form’s Checklist seen on following page.

Name (Print): Title:

Signature:

Name of Local Agency and Department:

Address:

Phone: Email:

ATTACHMENT 3
Checklist
FDR Requirements for A&E Consultant Indirect Cost Rate
• Requirements for total contract amount equal to or greater than $1,000,000. • Prime and all sub-consultant(s) with estimated contract costs of $500,000 and above must provide the documents marked below based on their applicable category.

Instructions
• LPAs are required to complete this form and include all applicable required documents upon submission. • For financial document packages received between July 1 through December 31, the previous years ICR is the one that must be submitted.
• ICR Acceptance ID #: This is an identification number issued by Caltrans upon review and acceptance of consultant's ICR(s) schedule for a specific fiscal year. The Caltrans ID# ICR FYE must agree with the period when this form and financial documents are submitted as described above. If any consultant already has an accepted ID # for the applicable period then include that number on the schedule on page 1. For those consultants no additional documentation needs to be submitted at this time.

Please Note: Items on this checklist may not be all inclusive. IOAI reserves the right to request additional documents as deemed necessary.

CATEGORY 1: CATEGORY 2: CATEGORY 3: CATEGORY 4: Type of Financial Consultants with Consultants Requesting Consultants with CPA Consultants with Documents and Cognizant Approval Safe Harbor Rate Audited ICR Reports Participation Amount of Information for ICR FYE Letter for ICR FYE $500K or Greater and Proposed Proposed No CPA Report Paycheck Protection Program
(PPP) Loan Questionnaire
Certification of Indirect Costs
and Financial Management
System Form
CPA Audited ICR Report and
Schedule (Prime Consultant
must have a CPA Audited ICR
Schedule)
ICR Schedule with FAR
References for Disallowed
Costs (a)
Cognizant Approval Letter for
the ICR FYE proposed
AASHTO Internal Control
Questionnaire Appendix B
Safe Harbor Rate: Consultant
Certification of Eligibility of
Contract Costs and Financial
Management System
(a) See Table 8-1 of the AASHTO Audit Guide for a listing of common unallowable costs.

ATTACHMENT 3
CATEGORY 1: CATEGORY 2: CATEGORY 3: CATEGORY 4: Type of Financial Consultants with Consultants Requesting Consultants with CPA Consultants with Documents and Cognizant Approval Safe Harbor Rate Audited ICR Reports Participation Amount of Information for ICR FYE Letter for ICR FYE $500K or Greater and Proposed Proposed No CPA Report After the review of this form, some or all of the documents listed below may be requested:

Post-Closing Trial Balance
and Supplemental
Reconciliation Schedule
(to tie the proposed ICR
Schedule to the Trial Balance)
Prior Year ICR Schedule
Chart of Accounts
Income Statement
Uncompensated Overtime
Adjustments
Vacation/Sick Policy
Bonus Policy
Executive Compensation
Analysis (ECA)
Related Party Rent Analysis
Vehicle, Equipment, and
Other Direct Costs Schedules
Following documents can be retrieved from: https://oig.dot.ca.gov/resources • Paycheck Protection Program (PPP) Loan Questionnaire
• Certification of Indirect Costs and Financial Management System • AASHTO Internal Control Questionnaire Appendix B
• Safe Harbor Rate – Consultant Certification of Eligibility of Contract Costs and Financial Management System
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352

1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime:

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

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

CFDA Number, if applicable ____________________

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

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

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

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

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

16. Continuation Sheet(s) attached: Yes No

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

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

9. Award Amount, if known:

NOT APPLICABLE
ATTACHMENT 3
Agreement for Services
14 EXHIBIT D
Exhibit 10-R: A&E BOILERPLATE AGREEMENT LANGUAGE
ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
Exhibit 10-R: A&E BOILERPLATE AGREEMENT LANGUAGE
(For Local Assistance Federal-Aid Projects)

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION .......................................................................................................................3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ..........................................................................4 ARTICLE III PERFORMANCE PERIOD ......................................................................................................4 ARTICLE IV ALLOWABLE COSTS AND PAYMENTS ...............................................................................4 ARTICLE V TERMINATION ........................................................................................................................5 ARTICLE VI COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ...........................................6 ARTICLE VII RETENTION OF RECORD/AUDITS ......................................................................................6 ARTICLE VIII AUDIT REVIEW PROCEDURES ..........................................................................................7 ARTICLE IX SUBCONTRACTING ..............................................................................................................8 ARTICLE X EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ................................... 10 ARTICLE XI STATE PREVAILING WAGE RATES ................................................................................... 11 ARTICLE XII CONFLICT OF INTEREST .................................................................................................. 14 ARTICLE XIII REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ............................. 14

ARTICLE XIV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ............................................................................................................................................... 15 ARTICLE XV NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ......................... 15 ARTICLE XVI DEBARMENT AND SUSPENSION CERTIFICATION ........................................................ 16 ARTICLE XVII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION ........................ 17 ARTICLE XVIII FUNDING REQUIREMENTS ............................................................................................ 23 ARTICLE XIX CHANGE IN TERMS .......................................................................................................... 23 ARTICLE XX CONTINGENT FEE ............................................................................................................. 24 ARTICLE XXI INSPECTION OF WORK.................................................................................................... 24 ARTICLE XXII SAFETY ............................................................................................................................ 24 ARTICLE XXIII OWNERSHIP OF DATA ................................................................................................... 24 ARTICLE XXIV CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR ................... 25 ARTICLE XXV CONFIDENTIALITY OF DATA ......................................................................................... 25 ARTICLE XXVI NATIONAL LABOR RELATIONS BOARD CERTIFICATION .......................................... 26 ARTICLE XXVII EVALUATION OF CONSULTANT .................................................................................. 26 ARTICLE XXIX TITLE VI ASSURANCES ................................................................................................. 27 ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
APPENDIX A ............................................................................................................................................ 28 APPENDIX B ............................................................................................................................................ 29 (HABENDUM CLAUSE) ........................................................................................................................... 29 APPENDIX C ............................................................................................................................................ 30 APPENDIX D ............................................................................................................................................ 30 APPENDIX E ............................................................................................................................................ 31 ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

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

The name of the “CONSULTANT” is as follows:

TRC Engineers, Inc.

Incorporated in the State of California
The Project Manager for the “CONSULTANT” will be
Dustin Rath, PE
The name of the “LOCAL AGENCY” is as follows:

City of Manteca
The Contract Administrator for LOCAL AGENCY will be Beshoy Demyan, PE B. The work to be performed under this AGREEMENT is described in Exhibit A.

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

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

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

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

ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

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

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

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

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

ARTICLE III PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on as shown on the AGREEMENT FOR PROFESSIONAL SERVICES, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on as shown on the AGREEMENT FOR PROFESSIONAL SERVICES, unless extended by AGREEMENT amendment.

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

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

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

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

D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

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

F. Progress payments will be made monthly in arrears based on services provided and actual costs incurred.

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

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

City of Manteca
ATTN: BESHOY DEMYAN
1001 W. CENTER STREET, SUITE E
MANTECA, CA 95337
E-MAIL: [email protected]
I. The total amount payable by LOCAL AGENCY for an individual Task shall not exceed the amount agreed to in the Cost Proposal, unless authorized by amendment.

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

K. The total amount payable by LOCAL AGENCY for all Task resulting from this AGREEMENT shall not exceed $ 340,000.00. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT.

ARTICLE V TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives ATTACHMENT 3
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not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

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

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

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

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

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

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

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

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

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

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

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

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

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

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

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

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

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

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

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

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

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

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

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

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

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

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

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

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

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

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

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

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

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

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

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

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

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

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c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

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

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

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

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

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

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

F. Penalty

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

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

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

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

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

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

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

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H. Employment of Apprentices

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

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

Penalties are specified in Labor Code §1777.7.

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

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

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

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

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

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

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

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

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

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

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

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

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

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

C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 ATTACHMENT 3
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CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

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

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

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

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

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

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVI DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and
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4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26).

To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.  60 percent counts if the materials or supplies are purchased from a DBE regular dealer.  Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 16%.

Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

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

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

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

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

Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:

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

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

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

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

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

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

7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.

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

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

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

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:

1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.

2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
 One or more above listed justifiable reasons along with supporting documentation.  CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice  The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement.

CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.

The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
 Description of scope of work and cost proposal
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st
 Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
 Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
 Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
 Solicitations of DBEs for performance of work identified  Correspondence with interested DBEs that may have included contract details and requirements
 Negotiation efforts with DBEs that reflect why an agreement was not reached  If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
 Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
 Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.

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

The LOCAL AGENCY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

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

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

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

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

G. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
 Subcontract agreement with the DBE
 Purchase orders
 Bills of lading
 Invoices
 Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY ATTACHMENT 3
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these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.

The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
 Proof of ownership or lease and rental agreements for equipment  Tax records
 Employee rosters
 Certified payroll records
 Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

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

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work ATTACHMENT 3
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of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.

The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

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

L. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9-F:

Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to local administering agencies.

For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

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

ARTICLE XVIII FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT 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 AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT 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 AGREEMENT in any manner.

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

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

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

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B. CONSULTANT 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 AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.

ARTICLE XX CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT 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 AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXI INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXII SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

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

CONSULTANT shall take all reasonably 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.
[Add the following paragraph to all AGREEMENTs, which may require trenching of five feet or deeper] D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §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 (5) feet or deeper.

ARTICLE XXIII OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not ATTACHMENT 3
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CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract.

Any reuse by City for another project or project location shall be at City’s sole risk.

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 federalaid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXIV 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; CONSULTANT 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 CONSULTANT’s personnel services under this AGREEMENT.

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 AGREEMENT in order to resolve the construction claims.

ARTICLE XXV CONFIDENTIALITY OF DATA
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 CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, 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 AGREEMENT 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.
[For PS&E contracts add paragraph F, below, to paragraphs A through E, above] F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXVI NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

ARTICLE XXVII EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the AGREEMENT record.

ARTICLE XXVIII PROMPT PAYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment request, the LOCAL AGENCY shall act in accordance with both of the following:
(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.

ARTICLE XXIX TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES
[The U.S. Department of Transportation Order No.1050.2A requires all federal-aid Department of Transportation contracts between an agency and a consultant to contain Appendices A and E of the Title VI Assurances. Include Appendices B, C, and D if appliable as shown below. In addition, the consultant must include the Title VI Assurances Appendices A and E, and if applicable Appendices B, C, and D in all subcontracts to perform work under the contract.

The clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a LOCAL AGENCY.

ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
The clauses set forth in Appendix C and Appendix D of this Assurance shall be included as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the LOCAL AGENCY with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.]

APPENDIX A
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.
b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.
e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part.

ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S.

Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the recipient will use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the abovementioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].*
ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.)

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.

Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE

ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by the recipient pursuant to the provisions of Assurance 7(b):

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, ATTACHMENT 3
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above Non-discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.*
C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:
 Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);  Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
 Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27;  The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
 Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);  The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
 Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of ATTACHMENT 3

May 2023
public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;  The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;  Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
 Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

ATTACHMENT 3
05/14
Insurance Requirements for Professional Services

INSURANCE REQUIREMENTS
Consultants shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or subcontractors.

Minimum Limits of Insurance: Coverage shall be at least as broad as:

Commercial General Liability



Commercial General Liability Insurance with $2,000,000 minimum limit per occurrence.

If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Commercial General Liability Additional Insured Endorsement naming the following as insured on 2001 or earlier issued endorsement forms:
“City of Manteca, its officers, officials, employees, agents, and volunteers”.

Automobile Liability
If the vehicles are brought onto city facilities, covering any auto, or of Contractor has no owned autos, hired, and non-owned autos, the Contractor shall maintain automobile liability with limits no less than:


Automobile Liability Insurance with $1,000,000 minimum limit per accident for bodily injury and property damage.

Automobile Liability Additional Insured Endorsement naming the following as additional insured:
“City of Manteca, its officers, officials, employees, agents, and volunteers”.

Worker’s Compensation
As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

Professional Liability (Errors and Omissions)
Insurance appropriates to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate
Other Insurance Provisions:

The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. 2.

The City of Manteca, its officers, officials, employees, agents and volunteers are to be covered as insured’s as respect to: liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance at least as broad as CG 20 10 and CG 20 37 if completed operations coverage is required.

For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers, shall ATTACHMENT 3
05/14
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Manteca reserves the right to require complete, certified copes of all required insurance policies, including endorsements required by these specifications, at any time.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Manteca
Waiver of Subrogation
Consultant hereby grants to The City of Manteca a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that The City of Manteca is an additional insured on insurance required from subcontractors.

SPECIAL RISKS OR CIRCUMSTANCES
The City of Manteca reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances. be excess of the Consultant’s insurance and shall not contribute with it.

3. The applicant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City of Manteca.

ATTACHMENT 3

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
11/27/2024
Edgewood Partners Insurance Agency
3780 Mansell Rd. Suite 370
Alpharetta GA 30022
Jerry Noyola 7702207699 [email protected] National Union Fire Ins Co of Pittsburg 19445 TRCCOMP New Hampshire Insurance Company 23841 TRC Engineers, Inc.; TRC Solutions, Inc.

TRC Companies, Inc.
6 Executive Circle, Suite 200
Irvine CA 92614-0000
AIU Insurance Company 19399 Steadfast Insurance Company 26387 Allied World Assurance Co (U.S.) Inc. 19489 Gotham Insurance Company 25569 447925442 A X 2,000,000 X 500,000 X Contractual Liab 25,000 2,000,000 4,000,000 X X Y GL5341999 4/1/2024 4/1/2025
4,000,000
A
A
5,000,000 X
X X
CA4773667 (AOS)
CA4773668 (MA)
4/1/2024
4/1/2024
4/1/2025
4/1/2025
E
F
X X 5,000,000 X
03127873
EX202400003211
4/1/2024
4/1/2024
4/1/2025
4/1/2025
5,000,000 X
10,000 Each Occur./Aggregate $4M/$4M
B
C
X
N
WC022298274 (AOS)
WC022298275 (CA)
4/1/2024
4/1/2024
4/1/2025
4/1/2025
2,000,000 2,000,000 2,000,000
D Professional Liability incl.

Pollution Liability
PEC019684308 4/1/2024 4/1/2025 Per Claim
Aggregate
$5,000,000
$5,000,000
Re: TRC Project #632587.9990.0000 - Traffic Signal Update Project CIP 17058 HSIPL 5242(034). The City, its elected and appointed officers, officials, employees, agents and volunteers are named as Additional Insureds with respects to General & Automobile Liability where required by written contract. The above referenced liability policies with the exception of workers compensation & professional liability are primary & non contributory where required by written contract. Waiver of Subrogation in favor of Additional Insured(s) where required by written contract & allowed by law. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder.

City of Manteca
1001 W. Center Street
Manteca CA 95337
ATTACHMENT 3
POLICY NUMBER:

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations

COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 534-19-99
Any person or organization whom you
become obligated to include as an
additional insured as a result of any
contract or agreement you have entered
into.

Per the contract or agreement
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

CG 20 10 12 19 Insurance Services Office, Inc., 2018 Page of 12 GL5341999
ATTACHMENT 3
A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury",
"property damage" or "personal and advertising
injury" caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on
your behalf;
in the performance of your ongoing operations
for the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury"
or "property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at
the location of the covered operations has
been completed; or

2. That portion of "your work" out of which
the injury or damage arises has been put to
its intended use by any person or
organization other than another contractor or
subcontractor engaged in performing
operations for a principal as a part of the
same project.

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

Page of 22 Insurance Services Office, Inc., 2018 CG 20 10 12 19 ATTACHMENT 3

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations

COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
POLICY NUMBER: 534-19-99
Any person or organization whom you
become obligated to include as an
additional insured as a result of any
contract or agreement you have entered
into
Per the contract or agreement
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part,
by "your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products-completed operations
hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.

B. With respect to the insurance afforded to
these additional insureds, the following is
added to Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

CG 20 37 12 19 Insurance Services Office, Inc., 2018 Page of 11 GL5341999
ATTACHMENT 3



















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ATTACHMENT 3