Agenda packet — Oroville City Council, May 6, 2025 (part 3 of 4)

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: EMPLOYMENT CONTRACT AMENDMENTS WITH CONTRACTED

EMPLOYEES
DATE: MAY 6, 2025

SUMMARY
The Council shall consider contract amendments with all contracted employees, that would modify accrual language leave accruals, and language in the Non-Industrial Injury / Illness section of the agreements.

DISCUSSION
Currently, language for bereavement leave, vacation and sick leave is referenced in “days” in the employment agreement. The suggested edits will change the terminology used to “hours” (for example, “forty hours of Bereavement Leave” versus “five days of Bereavement Leave”).

In addition, it is recommended to change the provision in the Non-Industrial Injury / Illness.

Currently language provides up to six (6) month’s salary for situations when a contracted employees is unable to perform their duties due to non-industrial sickness, accident or injury and has exhausted all various leave accruals and has been on nonpaid status for four successive weeks. This change would remove the provision of up to six (6) month’s salary, after an individual has exhausted all leave accruals and have been on nonpaid status for four successive weeks.

FISCAL IMPACT
No immediate impact. Could provide savings in future.

RECOMMENDATION
Adopt Resolutions: No. 9368-9372
ATTACHMENTS:

Employment Agreement Amendment between the City and Ron Belser; and Resolution No. 9369 approving amendment of employment agreement with Ron Belser 626
Item 8.

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Employment Agreement Amendment between the City and Amy Bergstrand; and Resolution No. 9368 approving amendment of employment agreement with Amy Bergstrand.

Employment Agreement Amendment between the City and Pat Piatt; and Resolution No. 9370 approving amendment of employment agreement with Pat Piatt.

Employment Agreement Amendment between the City and Brian Ring; and Resolution No. 9371 approving amendment of employment agreement with Brian Ring.

Employment Agreement Amendment between the City and Alyssa Stutz; and Resolution No. 9372 Approving amendment of employment agreement with Alyssa Stutz.
627
Item 8.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF OROVILLE AND RON BELSER
(Agreement No. 3400-4)
This Amendment, dated May 6, 2025, is to the Employment Agreement (“Agreement”) which was initially amended on June 4, 2024, between the City of Oroville (“City”) and Ron Belser (“Belser”).

In consideration of the terms and conditions herein, the City and Belser agree that the Agreement shall be amended as follows:

1. SECTION 4 IS REPLACED WITH THE FOLLOWING:

Section 4. Non-Industrial Injury/ Illness:

If Belser becomes permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity, or health for a period of four successive weeks beyond exhaustion of any accrued leave, City shall have the option to terminate the Agreement without any lump sum payment due as articulated in section 2. C., provided, however City shall be required to comply with the provisions of the Americans with Disabilities Act and the California Fair Employment and Housing Act. Belser acknowledges and agrees that his position meets the definition of a “Key employee” for purposes of these laws.

2. SECTION 8 IS REPLACED WITH THE FOLLOWING:

Section 8. Bereavement Leave:

When compelled to be absent from work by reason of death of an immediate family member, or where death appears imminent, Belser shall be entitled to receive up to forty (40) hours of Bereavement Leave, which shall not be charged against her sick leave. Before taking such leave, Belser shall notify the City Administrator in writing of the time of absence needed and the expected date of return to work. For purposes of this section, immediate family is defined as spouse; natural, step or legal child; parent; brother; sister; grandparent; grandchild; mother-in-law or father-in-law.

3. SECTION 10 IS REPLACED WITH THE FOLLOWING:

Section 10. Vacation and Sick Leave:

Section 10.1 Sick Leave:

Belser shall continue to accumulate sick leave at the rate of eight (8) hours for each month of employment. Belser shall be permitted to accumulate an unlimited amount of sick leave.
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Item 8.

Section 10.2 Vacation Leave:

Belser shall accumulate vacation leave at the rate of one hundred seventysix hours (176) of vacation per year. Eight (8) additional hours per year shall be added to the accumulation rate, listed above, on the employees’ anniversary date in his department head position until a maximum rate of two hundred (200) hours per year is reached.

Beginning June 4, 2026, Vacation accruals shall be limited to a maximum of three times (3x) the annual accrual rate. Prior to such date, employees with excess accruals shall be paid out (at the then effective base hourly rate of pay) for accrued vacation above the 3x annual cap (referred to in this section as accrued excess vacation) on the following schedule:

Installment 1: On the payday for the period including November 21, 2024, 25% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 2: On the payday for the period including May 21, 2025, 33% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 3:On the payday for the period including November 21, 2025, 50% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 4:On the payday for the period including May 21, 2026, all remaining accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Following the fourth installment of payout of accrued excess vacation, there shall be no further accruals allowed that are above the 3x annual cap.

In addition to the above mandatory draw-down schedule for excess vacation, Belser may request to cash out up to 120 hours of accrued, unused vacation time in each fiscal year. The City’s retains sole discretion to approve or disapprove any request, in whole or in part, dependent on budget conditions.

Conflicts between this Amended Agreement and the Agreement shall be controlled by this Amendment. All other provisions within the Agreement not modified by this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
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CITY OF OROVILLE
David Pittman, Mayor Ron Belser, Director, Code Enforcement APPROVED AS TO FORM:

Scott E. Huber, City Attorney
630
Item 8.

R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9369

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXECUTE AMENDMENT TO THE EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF OROVILLE AND RON BELSER
(Amended Agreement No. 3400-4)
BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to execute amendment to the employment agreement between the City of Oroville and Ron Belser. A copy is attached hereto as Exhibit “A”.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on May 6, 2025 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________
Scott E. Huber, City Attorney Brian Ring, City Clerk
631
Item 8.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF OROVILLE AND AMY BERGSTRAND
(Agreement No. 3407-4)
This Amendment, dated May 6, 2025, is to the Employment Agreement (“Agreement”) which was initially amended on June 4, 2024, between the City of Oroville (“City”) and Amy Bergstrand (“Bergstrand”).

In consideration of the terms and conditions herein, the City and Bergstrand agree that the Agreement shall be amended as follows:

1. SECTION 4 IS REPLACED WITH THE FOLLOWING:

Section 4. Non-Industrial Injury/ Illness:

If Bergstrand becomes permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity, or health for a period of four successive weeks beyond exhaustion of any accrued leave, City shall have the option to terminate the Agreement without any lump sum payment due as articulated in section 2. C., provided, however City shall be required to comply with the provisions of the Americans with Disabilities Act and the California Fair Employment and Housing Act. Bergstrand acknowledges and agrees that her position meets the definition of a “Key employee” for purposes of these laws.

2. SECTION 8 IS REPLACED WITH THE FOLLOWING:

Section 8. Bereavement Leave:

When compelled to be absent from work by reason of death of an immediate family member, or where death appears imminent, Bergstrand shall be entitled to receive up to forty (40) hours of Bereavement Leave, which shall not be charged against her sick leave. Before taking such leave, Bergstrand shall notify the City Administrator in writing of the time of absence needed and the expected date of return to work. For purposes of this section, immediate family is defined as spouse; natural, step or legal child; parent; brother; sister; grandparent; grandchild; mother-in-law or father-in-law.

3. SECTION 10 IS REPLACED WITH THE FOLLOWING:

Section 10. Vacation and Sick Leave:

Section 10.1 Sick Leave:

Bergstrand shall continue to accumulate sick leave at the rate of eight (8) hours for each month of employment. Bergstrand shall be permitted to accumulate an unlimited amount of sick leave.

Section 10.2 Vacation Leave:
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Bergstrand shall accumulate vacation leave at the rate of one hundred seventy-six hours (176) of vacation per year. Eight (8) additional hours per year shall be added to the accumulation rate, listed above, on the employees’ anniversary date in his department head position until a maximum rate of two hundred (200) hours per year is reached.

Installment 1: On the payday for the period including November 21, 2024, 25% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 2: On the payday for the period including May 21, 2025, 33% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 3:On the payday for the period including November 21, 2025, 50% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 4:On the payday for the period including May 21, 2026, all remaining accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Following the fourth installment of payout of accrued excess vacation, there shall be no further accruals allowed that are above the 3x annual cap.

In addition to the above mandatory draw-down schedule for excess vacation, Bergstrand may request to cash out up to 120 hours of accrued, unused vacation time in each fiscal year. The City’s retains sole discretion to approve or disapprove any request, in whole or in part, dependent on budget conditions.

4. Conflicts between this Amended Agreement and the Agreement shall be controlled by this Amendment. All other provisions within the Agreement not modified by this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
633
Item 8.

CITY OF OROVILLE
David Pittman, Mayor Amy Bergstrand, Director, Business Assistance and Housing Development
APPROVED AS TO FORM:

Scott E. Huber, City Attorney
634
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R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9368

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXECUTE AMENDMENT TO THE EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF OROVILLE AND AMY BERGSTRAND (Amended Agreement No. 3407-4)
BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to execute amendment to the employment agreement between the City of Oroville and Amy Bergstrand. A copy is attached hereto as Exhibit “A”.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on May 6, 2025 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________
Scott E. Huber, City Attorney Brian Ring, City Clerk
635
Item 8.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF OROVILLE AND PAT PIATT
(Agreement No. 3464-2)
This Amendment, dated May 6, 2025, is to the Employment Agreement (“Agreement”) which was initially amended on August 20, 2024, between the City of Oroville (“City”) and Pat Piatt (“Piatt”).

In consideration of the terms and conditions herein, the City and Piatt agree that the Agreement shall be amended as follows:

1. SECTION 4 IS REPLACED WITH THE FOLLOWING:

Section 4. Non-Industrial Injury/ Illness:

If Piatt becomes permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity, or health for a period of four successive weeks beyond exhaustion of any accrued leave, City shall have the option to terminate the Agreement without any lump sum payment due as articulated in section 2. C., provided, however City shall be required to comply with the provisions of the Americans with Disabilities Act and the California Fair Employment and Housing Act. Piatt acknowledges and agrees that his position meets the definition of a “Key employee” for purposes of these laws.

2. SECTION 8 IS REPLACED WITH THE FOLLOWING:

Section 8. Bereavement Leave:

When compelled to be absent from work by reason of death of an immediate family member, or where death appears imminent, Piatt shall be entitled to receive up to forty (40) hours of Bereavement Leave, which shall not be charged against his sick leave. Before taking such leave, Piatt shall notify the City Administrator in writing of the time of absence needed and the expected date of return to work. For purposes of this section, immediate family is defined as spouse; natural, step or legal child; parent; brother; sister; grandparent; grandchild; mother-in-law or father-in-law.

3. SECTION 10 IS REPLACED WITH THE FOLLOWING:

Section 10. Vacation and Sick Leave:

Section 10.1 Sick Leave:

Piatt shall continue to accumulate sick leave at the rate of eight (8) hours for each month of employment. Piatt shall be permitted to accumulate an unlimited amount of sick leave.
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Section 10.2 Vacation Leave:

Piatt shall accumulate vacation leave at the rate of one hundred sixty hours (160) of vacation per year. Eight (8) additional hours per year shall be added to the accumulation rate, listed above, on the employees’ anniversary date in his department head position until a maximum rate of two hundred (200) hours per year is reached.

Installment 1: On the payday for the period including November 21, 2024, 25% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 2: On the payday for the period including May 21, 2025, 33% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 3:On the payday for the period including November 21, 2025, 50% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 4:On the payday for the period including May 21, 2026, all remaining accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Following the fourth installment of payout of accrued excess vacation, there shall be no further accruals allowed that are above the 3x annual cap.

In addition to the above mandatory draw-down schedule for excess vacation, Piatt may request to cash out up to 120 hours of accrued, unused vacation time in each fiscal year. The City’s retains sole discretion to approve or disapprove any request, in whole or in part, dependent on budget conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
637
Item 8.

CITY OF OROVILLE
David Pittman, Mayor Pat Piatt, Director, Community
Development
APPROVED AS TO FORM:

Scott E. Huber, City Attorney
638
Item 8.

R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9370

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXECUTE AMENDMENT TO THE EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF OROVILLE AND PAT PIATT
(Amended Agreement No. 3464-2)
BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to execute amendment to the employment agreement between the City of Oroville and Pat Piatt. A copy is attached hereto as Exhibit “A”.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on May 6, 2025 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________
Scott E. Huber, City Attorney Brian Ring, City Clerk
639
Item 8.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF OROVILLE AND BRIAN RING
(Agreement No. 3444-2)
This Amendment, dated May 6, 2025, is to the Employment Agreement (“Agreement”) which was initially amended on June 4, 2024, between the City of Oroville (“City”) and Brian Ring (“Ring”).

In consideration of the terms and conditions herein, the City and Ring agree that the Agreement shall be amended as follows:

1. SECTION 4 IS REPLACED WITH THE FOLLOWING:

Section 4. Non-Industrial Injury/ Illness:

If Ring becomes permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity, or health for a period of four successive weeks beyond exhaustion of any accrued leave, City shall have the option to terminate the Agreement without any lump sum payment due as articulated in section 2. C., provided, however City shall be required to comply with the provisions of the Americans with Disabilities Act and the California Fair Employment and Housing Act. Ring acknowledges and agrees that his position meets the definition of a “Key employee” for purposes of these laws.

2. SECTION 8 IS REPLACED WITH THE FOLLOWING:

Section 8. Bereavement Leave:

When compelled to be absent from work by reason of death of an immediate family member, or where death appears imminent, Ring shall be entitled to receive up to forty (40) hours of Bereavement Leave, which shall not be charged against his sick leave. Before taking such leave, Ring shall notify the Mayor in writing of the time of absence needed and the expected date of return to work. For purposes of this section, immediate family is defined as spouse; natural, step or legal child; parent; brother; sister; grandparent; grandchild; mother-in-law or father-in-law.

3. SECTION 10 IS REPLACED WITH THE FOLLOWING:

Section 10. Vacation and Sick Leave:

Section 10.1 Sick Leave:

Ring shall continue to accumulate sick leave at the rate of eight (8) hours for each month of employment. Ring shall be permitted to accumulate an unlimited amount of sick leave.
640
Item 8.

Section 10.2 Vacation Leave:

Ring shall accumulate vacation leave at the rate of one hundred sixty-eight hours (168) of vacation per year. Eight (8) additional hours per year shall be added to the accumulation rate, listed above, on the employees’ anniversary date in his department head position until a maximum rate of two hundred (200) hours per year is reached.

Installment 1: On the payday for the period including November 21, 2024, 25% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 2: On the payday for the period including May 21, 2025, 33% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 3:On the payday for the period including November 21, 2025, 50% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 4:On the payday for the period including May 21, 2026, all remaining accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Following the fourth installment of payout of accrued excess vacation, there shall be no further accruals allowed that are above the 3x annual cap.

In addition to the above mandatory draw-down schedule for excess vacation, Ring may request to cash out up to 120 hours of accrued, unused vacation time in each fiscal year. The City’s retains sole discretion to approve or disapprove any request, in whole or in part, dependent on budget conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
641
Item 8.

CITY OF OROVILLE
David Pittman, Mayor Brian Ring, City Administrator
APPROVED AS TO FORM:

Scott E. Huber, City Attorney
642
Item 8.

R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9371

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXECUTE AMENDMENT TO THE EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF OROVILLE AND BRIAN RING
(Amended Agreement No. 3444-2)
BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to execute amendment to the employment agreement between the City of Oroville and Brian Ring. A copy is attached hereto as Exhibit “A”.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on May 6, 2025 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________
Scott E. Huber, City Attorney Brian Ring, City Clerk
643
Item 8.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF OROVILLE AND ALYSSA STUTZ
(Agreement No. 3509-2)
This Amendment, dated May 6, 2025, is to the Employment Agreement (“Agreement”) which was initially amended on March 18, 2025, between the City of Oroville (“City”) and Alyssa Stutz (“Stutz”).

In consideration of the terms and conditions herein, the City and Stutz agree that the Agreement shall be amended as follows:

1. SECTION 4 IS REPLACED WITH THE FOLLOWING:

Section 4. Non-Industrial Injury/ Illness:

If Stutz becomes permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity, or health for a period of four successive weeks beyond exhaustion of any accrued leave, City shall have the option to terminate the Agreement without any lump sum payment due as articulated in section 2. C., provided, however City shall be required to comply with the provisions of the Americans with Disabilities Act and the California Fair Employment and Housing Act. Stutz acknowledges and agrees that her position meets the definition of a “Key employee” for purposes of these laws.

2. SECTION 8 IS REPLACED WITH THE FOLLOWING:

Section 8. Bereavement Leave:

When compelled to be absent from work by reason of death of an immediate family member, or where death appears imminent, Stutz shall be entitled to receive up to forty (40) hours of Bereavement Leave, which shall not be charged against her sick leave. Before taking such leave, Stutz shall notify the City Administrator in writing of the time of absence needed and the expected date of return to work. For purposes of this section, immediate family is defined as spouse; natural, step or legal child; parent; brother; sister; grandparent; grandchild; mother-in-law or father-in-law.

3. SECTION 10 IS REPLACED WITH THE FOLLOWING:

Section 10. Vacation and Sick Leave:

Section 10.1 Sick Leave:

Stutz shall continue to accumulate sick leave at the rate of eight (8) hours for each month of employment. Stutz shall be permitted to accumulate an unlimited amount of sick leave.
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Item 8.

Section 10.2 Vacation Leave:

Stutz shall accumulate vacation leave at the rate of one hundred twenty hours (120) of vacation per year. After three years as Assistant Director of Public Works / City Engineer, on the anniversary date, Stutz’s accrual shall increase from one hundred twenty (120) hours per year to one hundred sixty (160) hours per year. Thereafter, eight (8) additional hours per year shall be added to the accumulation rate, listed above, on the employees’ anniversary date in her assistant department head position until a maximum rate of two hundred (200) hours per year is reached.

Installment 1: On the payday for the period including November 21, 2024, 25% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 2: On the payday for the period including May 21, 2025, 33% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 3:On the payday for the period including November 21, 2025, 50% of the accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Installment 4:On the payday for the period including May 21, 2026, all remaining accrued excess vacation shall be paid out to the employee less applicable tax withholdings.

Following the fourth installment of payout of accrued excess vacation, there shall be no further accruals allowed that are above the 3x annual cap.

In addition to the above mandatory draw-down schedule for excess vacation, Stutz may request to cash out up to 120 hours of accrued, unused vacation time in each fiscal year. The City’s retains sole discretion to approve or disapprove any request, in whole or in part, dependent on budget conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF OROVILLE
David Pittman, Mayor Alyssa Stutz, Interim Director of Public Works
APPROVED AS TO FORM:

Scott E. Huber, City Attorney
646
Item 8.

R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9372

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXECUTE AMENDMENT TO THE EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF OROVILLE AND ALYSSA STUTZ (Amended Agreement No. 3509-2)
BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to execute amendment to the employment agreement between the City of Oroville and Alyssa Stutz. A copy is attached hereto as Exhibit “A”.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on May 6, 2025 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________
Scott E. Huber, City Attorney Brian Ring, City Clerk
647
Item 8.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN & COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: ALLEYWAY NAMING INITIATIVE
DATE: MAY 6, 2025

SUMMARY
At the request of Council Member Goodson and Council Member Webber, the Council will consider the installation and naming of signage in alleyways located within City limits. It is estimated approximately 195 signs would be needed with a materials cost of $35,000.

Labor is anticipated to be approximately five (5) hours per sign, or a total of 975 labor hours, or 24.4 weeks for one full-time laborer. Additionally, admin time is anticipated to also be approximately five (5) hours per sign, or a total of 975 labor hours, or 24.4 weeks for one full-time admin person.

DISCUSSION
Concerns have been raised about public safety issues associated with not having signage and names for alleyways located within City limits (not having the specific locations for service calls). There has been some analysis on the cost and magnitude of this project.

Preliminary figures estimate the following:
 195 signs
 $35,000 in materials (estimated $170.00 per sign)
 5 hours / labor per sign – total of 975 labor hours or 24.4 weeks  5 hours of admin time per sign – total of 975 admin hours or 24.4 weeks This project, in using the recent project priority criteria, ranks 54 out of 72 projects. Again this model was created to help prioritize projects and help provide clarity with regard to which projects staff are working on, as resources are limited.

Staff have indicated that, if there is Council direction to deviate from the recently adopted priority criteria and make this a priority project, funding would need to be budgeted and staff time would need to be allocated to get the project completed. Implementation could be spread over time as an option if there is a desire to prioritize this project (winter months). If 648
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there is a desire to make this a top priority and move it to the front of the priority list, the following projects would likely be delayed.
- Mugshots Storm Drain Issues
- Citywide ADA Compliance Baseline Study and Transition Plan - Argonaut Basin Piping Repair
- Drainage behind Stanford Elementary School
- Citywide Engineering and Traffic Survey
- Misc. Winter Public Works projects (clearing/inspecting storm drains, cleaning up debris in catch basins, hazardous tree inspections, repair of public buildings – museum leaks/maintenance, prepping/repairing outdoor facilities and parks for spring and summer use, etc.

Additionally, identifying a naming methodology for these alleyways would also need to be completed.

FISCAL IMPACT
The City typically has a budget of approximately $20,000.00 for maintenance of street signs and markings. Staff have requested an additional $40,000 in the next Fiscal Year for four (4) radar feedback signs, crosswalk beacons, and striping for a total of $60,000.00.

An additional $35,000.00 will need to be budgeted over a two to three year period or about $12,000 to $18,000 per year.

ACTION REQUESTED -
Provide direction to staff.

ATTACHMENTS
None.
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Item 9.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: ALYSSA STUTZ, ASSISTANT PUBLIC WORKS DIRECTOR / CITY

ENGINEER
RE: AWARD CONTRACT TO MARK THOMAS & COMPANY, INC. FOR

PRELIMINARY ENGINEERING AND ENVIRONMENTAL SERVICES FOR

THE WASHINGTON AVENUE AND TABLE MOUNTAIN BOULEVARD

COMPLETE STREETS PROJECT
DATE: MAY 6, 2025

SUMMARY
The Council shall consider authorizing the Mayor to sign Agreement No. 3546 for preliminary engineering and environmental services for the Washington Avenue and Table Mountain Boulevard Complete Streets project.

DISCUSSION
The purpose of this report is to seek approval from City Council to award a preliminary engineering contract for the Washington Avenue and Table Mountain Boulevard Complete Streets project (Project).

The Project is meant to develop and construct a new major north-south multimodal walking and biking path. This path creates a new "trunk" system for future expansion to east-west bicycle and pedestrian connectors.

This new facility will be the only developed north-south path for the community, which is bisected by the Feather River. It will provide the sole north-south connection for pedestrian and bicycling residents to the new State Route 162’s Pedestrian/Bicycle Disabled Mobility and Safety Improvements Project. No other reasonable connections would serve the low-income communities east of State Route 70 and north of the Feather River, providing access to schools and the downtown city center.

The Project limits include Washington Avenue between SR-162 (Oro Dam Boulevard) at the southern limit and Montgomery Street, and Table Mountain Boulevard between Riverview Terrace Drive and County Center Drive at the northern limit. 650
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Improvements include installing a Class I multi-use path, new crossings, potential roundabouts, high-visibility striping, rapid flashing beacons, curb extensions, street and pathway lighting, medians, landscaping, and shade trees.

A request for proposals (RFP) for the preliminary engineering services was issued on January 29, 2025, with a submission deadline of March 14, 2025. The RFP outlined the scope of work, which includes, but is not limited to:

1. Surveys and Mapping

2. Conducting traffic studies and data analysis

3. Environmental Studies and Documentation

4. Utility Coordination

5. Developing preliminary design concepts and alternatives

6. Coordination with local stakeholders and agencies

7. Preparing cost estimates and schedules for future phases A total of three firms submitted proposals: Harris and Associates, KPFF, and Mark Thomas. The evaluation committee, consisting of Alyssa Stutz, Tim Kaber, and Wes Ervin, reviewed the proposals based on the following criteria:
 Completeness of Response
 Qualifications and Experience
 Organization and Approach
 Scope of Services to be provided
 Scheule of Work
 Local Presence
 Interview Presentation
 Q&A Response to Panel Questions
After careful evaluation, the committee recommends awarding the contract to Mark Thomas & Company, Inc., as their proposal and interview demonstrated the strongest combination of experience, technical expertise, and understanding of the project’s objectives.

FISCAL IMPACT
The cost of the preliminary engineering contract is $2,439,998.51. Funding for this contract is available from CMAQ and HIP funds, and authorization for using these funds was received July 10, 2024. The City has until May 31, 2026 to use the funds or to request an extension from Caltrans.

RECOMMENDATION
AUTHORIZE THE MAYOR TO SIGN AGREEMENT NO. 3546 AND AWARD THE PROJECT TO MARK THOMAS & COMPANY, INC. FOR PRELIMINARY

ENGINEERING AND ENVIRONMENTAL SERVICES FOR THE WASHINGTON AVENUE AND TABLE MOUNTAIN COMPLETE STREETS PROJECT.
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ATTACHMENTS

1. ORIGINAL RFP

2. AGREEMENT WITH EXHIBITS A AND B
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CITY OF OROVILLE
1735 Montgomery St., Oroville, CA 95965
(530) 538-2429

REQUEST FOR PROPOSAL
WASHINGTON AVE. AND TABLE MOUNTAIN BLVD. COMPLETE

STREETS PROJECT

ENGINEERING & ENVIRONMENTAL SERVICES
Release Date: January 29, 2025
City of Oroville Public Works Department
Point of Contact: Alyssa Stutz
Proposal Due: March 14, 2025 by 3:00 PM PST
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Table of Contents
I. Introduction .............................................................................................................................................. 3 II. Background ............................................................................................................................................... 4 III. Scope of Work ........................................................................................................................................... 5 Appendices
A. Proposal Requirements
B. Proposal Evaluation
C. Project Schedule
Attachments

1. Location Maps and Conceptual Drawings

2. Sample Contract Agreement

3. Required Local Assistance Procedures Manual Exhibits 654
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I. Introduction
The City of Oroville (City) is requesting proposals from qualified firms to provide preliminary engineering services and environmental compliance services for the Washington Avenue and Table Mountain Boulevard Complete Streets project (Project).

The Project will be funded with Federal dollars requiring the Consultant to follow all pertinent local, State, and Federal laws and regulations. The Disadvantaged Business Enterprise (DBE) goal for this project is 21%.

Total amount payable to the Consultant shall not exceed $2,500,000 and with a performance period of the contract from the date approved by City Council to May 31, 2026 whichever is the lesser.

The proposals submitted in response to this RFP will be used as a basis for selecting the Consultant for this Project. The Consultant’s proposal will be evaluated and ranked according to the criteria provided in Appendix B, “Proposal Evaluation.”
It shall be the Consultant’s responsibility to check the Public Purchase website to obtain any addenda that may be issued.

The Consultant’s attention is directed to Appendix A, “Proposal Requirements.” Please submit one (1) copy in PDF format through the Public Purchase website. Do not include your Cost Proposal with the original Proposal. The Cost will be discussed as part of the interview process, should your company be selected for an interview.

The proposal must be submitted by 3:00 P.M. Pacific Standard Time on March 14, 2025. Proposals received after the time and date specified above will be considered nonresponsive. It is the Consultant’s responsibility to see that the proposal is received at the proper time. The submission of a proposal shall constitute a firm offer to the City for ninety (90) days from the submission deadline for proposals.

Any proposals received prior to the time and date specified above may be withdrawn or modified by written request of the Consultant. To be considered, however, the modified Proposal must be received prior to 3:00 P.M. on March 14, 2025.

Unsigned proposals or proposals signed by an individual not authorized to bind the prospective Consultant will be considered non-responsive and rejected.

This RFP does not commit the City to award a contract, to paying any costs incurred in the preparation of any proposal, or to procuring or contracting for services. The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Consultant, or to modify or cancel in part or in its entirety the RFP if it is in the best interests of the City to do so.

Furthermore, a contract award may not be made based solely on price.

The prospective Consultant is advised that should this RFP result in recommendation for award of a contract, the contract will not be in force until it is approved and fully executed by the City.

All products used or developed in the execution of any contract resulting from this RFP will remain in the public domain at the completion of the contract.
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After ranking, cost negotiations will begin with the most qualified consultant and only their cost proposal will be reviewed. Should negotiations fail or result in a price that the City does not consider fair and reasonable, negotiations will be formally terminated, and the City will then undertake negotiations with the second most qualified consultant.

If the negotiations with the second most qualified firm are not successful, negotiations will be formally terminated and the City will then undertake negotiations with the third most qualified consultant, and so on, until the price is determined to be fair and reasonable by the City.

The anticipated Consultant selection schedule is as follows:

Milestone Proposed Dates
Inquiry Deadline March 7, 2025
Proposal Due March 14, 2025
Proposal Review and Evaluation March 17, 2025 – March 21, 2025 Cost Negotiation with first ranked consultant March 24, 2025 – March 28, 2025 Tentative Contract Approval by City Council April 1, 2025 Contract Award and Notice to Proceed April 18, 2025
Any questions related this RFP shall be submitted in writing via the Public Purchase website by March 7, 2025.

II. Background
The Washington Ave. and Table Mountain Blvd. Complete Streets project aims to enhance transportation infrastructure within the City of Oroville. The project proposes to develop and construct a new major north-south multimodal walking and biking path, creating a new “trunk” system for future expansion. This new facility will improve the only developed north-south path for the community, which is bisected by the Feather River.

The Project construction limits include Washington Avenue between SR-162 (Oro Dam Boulevard) at the southern limit and Montgomery Street and Table Mountain Boulevard between Riverview Terrace Drive and County Center Drive at the northern limit. A project map and conceptual drawings are included in Attachment 1.

Proposed improvements include installing approximately 8,800 feet of Class 1 bike path, 29 crossings, 10 new ADA curb ramps, 41 curb ramp ADA upgrades, 12 Rectangular Rapid Flashing Beacons, 5 new crosswalks, 3 pedestrian refugee islands, landscaping, and shade trees. However, the City is open to additional suggestions, such as the addition of roundabouts, preemption at intersections, etc. should data show this would be more effective at improving public safety. The City is looking for a firm that is experienced in traffic engineering and will provide suggested alternatives.

The City has received authorization from Caltrans to proceed with the Preliminary Engineering Phase of the project using Congestion Mitigation and Air Quality (CMAQ) and Highway Infrastructure Program (HIP) funds.
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III. Scope of Work
The City is looking for a firm to provide preliminary engineering services and environmental compliance services for the Project. In addition, the City will be looking to this firm to assist the City in improving its grant application in the next Cycle of Active Transportation Program grant funding for construction.

The work shall comply with the requirements of all the following without limitation, and shall apply to this RFP and any subsequent contract as though incorporated herein by reference:
1) Federal laws
2) State laws
3) Local laws
4) Rules and regulations of governing utility districts 5) Rules and Regulations of other authorities with jurisdiction over the procurement of products.

The Consultant shall comply with all insurance requirements of the City, included in the sample contract in Attachment 2.

Services to be Provided:

The ideal Consultant will have extensive experience in professional civil engineering and environmental compliance with an emphasis in capital improvement projects and grant applications, knowledge of local conditions, and experience in similar federally funded transportation projects.

The Consultant will provide a Project Manager that will be individually responsible for all Consultant services.

Any modifications proposed to this solicitation are welcome provided they are innovative, advanced, and well thought out methodologies and shall be identified as optional and priced out separately in the fee proposal.

Preliminary Engineering tasks include but are not limited to items such as:
• Project Management and Compliance - The City Engineer will serve as the contract manager and direct liaison between the Consultant and Caltrans District 3 Division of Local Assistance. The consultant shall be responsible for project management activities throughout the life of the contract and the scope of activities includes but is not limited to: coordinating and being responsible for scheduling planning meetings, facilitating meetings (including the preparation and distribution of agendas and minutes), developing and managing the project schedule (identifying critical milestones and deliverables), field reviews and inspections, tracking action items, conducting/attending public meetings/hearings (formal or informal) and stakeholder consultations as necessary; preparing materials for public information sessions, advertising, and city council meetings, addressing concerns and feedback from stakeholders; identifying potential risks and mitigation strategies, preparing all submissions for the City to submit to Caltrans Local Assistance, and assisting the City in preparation of any ATP grant funding applications. Ensuring compliance with Federal Highway Administration standards and regulations in accordance with the Caltrans Local Assistance Procedures Manual (including Field Review process and associated forms, reports, 657
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other various documentation); Coordinating with stakeholders and obtaining necessary permits; Coordinating with regulatory agencies and authorities. Coordinate with adjacent properties to establish driveway locations and other modifications required in front of their property such as fence relocations, mailbox relocations, or tree removal. o Tasks will be split into 1.1 Project Management, 1.2 Meetings, 1.3 Quality Control, 1.4 - Stakeholder Database and Outreach Management, 1.5 - Public Workshops, 1.6 - Property Owner Coordination Meetings, 1.7 - City Council Presentations • Surveys and Mapping – The Consultant shall be responsible for data collection, mapping and surveying necessary for preliminary engineering, design, cost estimates, right-of-way impacts, and the level of environmental clearance. The scope of comprehensive base mapping and surveying includes but is not limited to Control Surveys, Aerial Photogrammetry, Limited Design Level Topographic Surveys, Right-of-Way Retracement, a Record of Survey, and GIS Mapping o Tasks will be split into 2.1 Control Surveys, 2.2 Record Level Right-of-Way Mapping, 2.3 Topographic Surveys and ROW Exhibits, 2.4 Orthoimagery, and 2.5 Utility Mapping • Environmental Studies and Documentation – Complete the environmental review; including submitting the Caltrans Preliminary Environmental Study and preparing any required technical studies to complete the NEPA and CEQA documentation. This includes: conducting environmental surveys (e.g., wetlands, endangered species, environmental or culturally sensitive areas, etc.); assessing potential impacts on air quality, water quality, and noise levels; preparing and obtaining environmental compliance documentation and permits, including all permits, forms, approvals, reports, and agreements in accordance with the Caltrans Local Assistance Procedures Manual and Caltrans Standard Environmental Reference (SER); developing an Environmental Management Plan outlining environmental protection measures; establishing procedures for managing hazardous materials and waste; providing information to stakeholders on environmental impacts and mitigation measures; attending planning meetings (including public hearings); preparing maps (Area of Potential Effect, etc.) and presentation materials as necessary. o Tasks will be split into 3.1 Preliminary Environmental Study (PES), 3.2 CEQA/NEPA Technical Studies, 3.2.1 - Visual Impact Assessment Technical Memo, 3.2.2 - Temporary Occupancy Memo, 3.2.3 - Construction Noise Technical Memo, 3.2.4 - Construction Air Quality Memo,

3.2.5 - Water Quality Memo, 3.2.6 - Community Impact Assessment Memo, 3.2.7 - CHRIS Data Request and Coordination, 3.2.8 - Initial Site Assessment, 3.2.9 - Location Hydraulic Study Form and Summary Floodplain Encroachment Report, 3.3 Environmental Assessment or Categorical Exemption, and 3.4 - Develop Environmental Review Record (ERR). • Utility Coordination – Submit improvement plans to utility companies in accordance with their requirements. Coordinate utility relocations, including relocation of the utility poles, as needed.

Identifying existing utility locations and potential conflicts; developing utility relocation plans if necessary.
o Tasks will be split into 4.1 – Prepare Conflict Mapping, 4.2 - Utility Coordination Meetings,

4.3 – Misc. Utility Documentation
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• Right of Way Phase & Determination – Consultant shall prepare a Request for Authorization to advance project to Right of Way Phase using procedures outlined in the Caltrans Local Assistance Procedures Manual. When authorized, the Consultant shall review right-of-way records and establish additional right-of-way along the entire alignment, if necessary. Identifying any preliminary right-of-way needs (title searches, deed review, etc.) o Tasks will be split into 5.1 - Determine New ROW Requirements, 5.2 - ROW Retracement, and 5.3 - ROW Engineering
• Preliminary Engineering Studies – Develop general project locations and design concepts and related activities needed to establish the parameters for final design such as Geometrics, Hydraulics, Geotechnical, Bridge, Landscape Architecture, Traffic Operations, Electrical, ITS Elements, etc.; gathering traffic volume and analysis data; preparing traffic flow diagrams/models; evaluating existing and future traffic patterns, signals and signage; evaluating drainage patterns and stormwater management.
o Tasks will be split into 6.1 - Traffic Analysis, 6.2 - Geotechnical Report, 6.3 - Preliminary Design, 6.4 - Storm Water Data Report, 6.5 - Roadway Drainage Memo • Design and Construction Preparation – Design the improvements and prepare the plans, specifications, and estimates in accordance with Caltrans Standards and AASHTO Geometric Design guidelines to achieve project objectives. Consultant shall examine and present project alternatives, as necessary, which complete project goals. Plans, Specifications, and Estimates shall be submitted to the City at 30%, 60%, 90%, and final contract documents. o Tasks will be split into 7.1 - 30% PS&E, 7.2 - 65% PS&E, 7.3 - 95% PS&E, 7.4 - 100% PS&E, 7.5 - Permits to Enter and Construct, 7.6 - Encroachment Permit, 7.7 - CPUC and/or UPRR Coordination, 7.8 - CVFPB Encroachment Permit (if required) • ROW and/or Construction Phase Authorization – Consultant shall assist the City in preparing required documents in obtaining/transferring funds for ROW should a need arise. Consultant shall prepare the Request for Authorization to advance the project to Construction using procedures outlined in the Caltrans Local Assistance Procedures Manual. • Task will be 8.1 – ROW Documentation and Construction Phase Authorization • Bid Process – Provide an electronic copy of the final approved plans and specifications, a mylar copy of the final approved plans, and a hard copy of the final approved specifications. The electronic copy of the plans shall be provided as both AutoCAD files and PDF files, and the electronic copy of the specifications shall be provided in both Microsoft Word format and PDF format. The City will be responsible for making copies of contract documents and will distribute them to plan rooms and contractors. The Consultant shall respond to questions that arise during the bid phase and prepare addendums which will be distributed by the City as necessary. o Tasks will be split into 9.1 - Responding to Bid Inquiries, 9.2 - Attending Pre-Bid Meetings,

9.3 - Preparing Addenda to PS&E documents
• Contract Term – Contract amendments are required to modify the terms of the original contract for changes such as extra time, added work, or increased costs and must be done prior to 659
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expiration of the original contract. Only work within the original advertised scope of services shall be added by amendment to the contract.
• Method of Payment – Lump Sum by Task as described in Chapter 10 of the Caltrans Local Assistance Procedures Manual.

Consultant shall identify in the proposal if there are any other items that they anticipate will need to be addressed in order to obtain an encroachment permit from Caltrans.

Minimum Qualifications of Personnel – The Consultant shall meet the appropriate minimum qualifications as required by this contract.

Equipment Requirements - The Consultant shall have and provide adequate office equipment and supplies to complete the work required by this Contract. Consultant shall have and provide adequate field tools, instruments, equipment, materials, supplies, and safety equipment to complete the required field work and that meet or exceed Caltrans Specifications per the Caltrans Manuals.

General/Design/Environmental/Surveying/Other Standards – City Improvement Standards, OSHA, AASHTO, MUTCD, ADA.

Quality Control/Assurance Measures – Implementing and maintaining quality control procedures to manage conflicts, insure product accuracy, and identify critical reviews and milestones. Also, provide knowledge, experience, and familiarity Quality Control and Quality Assurance (QC/QA) for California Test Methods and laboratory
Materials to be provided by the City - Unless otherwise specified in this Contract, the Consultant shall provide all materials to complete the required work in accordance with the delivery schedule and cost estimate outlined in each Task Order. Materials (if deemed applicable, necessary, and when available from the [agency]) that may be furnished or made available by the [agency] and where listed in the individual Task Orders and this Contract, are for the Consultant’s use only, shall be returned at the end of the Contract.

Work to be performed by the City – City staff will provide any existing or ongoing traffic studies and reports, any relevant maps, historical data, coordinate access to any facilities needed for consultant work, assist with community outreach, public meetings, stakeholder workshops, assist in identifying required permits/approvals, serve as primary point of contact for consultant, facilitate communication with other departments, agencies, provide admin support as needed, reviewing consultant deliverables in a timely manner, providing feedback, budgeting, etc.

Conflict of Interest Requirements - Throughout the term of the awarded contract, any person, firm or subsidiary thereof who may provide, has provided or is currently providing Design Engineering Services and/or Construction Engineering Services under a contractual relationship with a construction contractor(s) on any local project listed in this Scope of Work must disclose the contractual relationship, the dates and the nature of the services. The prime consultant and its subconsultants shall also disclose any financial or business relationship with the construction contractor(s) who are working on the projects that are assigned for material Quality Assurance services through task orders on the contract. 660
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Similar to the disclosures regarding contractors, all firms are also required to disclose throughout the term of the awarded contract, any Design Engineering services including claim services, Lead Project Management services and Construction Engineering Services provided to all other clients on any local project listed in this Scope of Work.

In addition to the disclosures, the Consultant shall also provide possible mitigation efforts, if any, to eliminate or avoid any actual or perceived conflicts of interest.

The Consultant shall ensure that there is no conflict before providing services to any construction contractor on any of the agency’s projects’ listed in this Scope of Work. The submitted documentation will be used for determining potential conflicts of interest.

If a Consultant discovers a conflict during the execution of an assigned task order, the Consultant must immediately notify the Contract Manager regarding the conflicts of interest. The Contract Manager may terminate the Task Order involving the conflict of interest and may obtain the conflicted services in any way allowed by law. Failure by the Consultant to notify the Contract Manager may be grounds for termination of the contract.

Some examples of conflict of interest are the following:
• Certified Materials Tester(s) or Plant Inspector(s) from the same company that performs Quality Control for the Contractor and Quality Assurance for the [local agency] on the same project. • Providing services to construction contractor’s subcontractors, fabricators, equipment installer, material suppliers and other firms associated with the projects listed in the Contract can be a potential conflict of interest when such contractor teams are identified.

Project Schedule – In order to assess duration and resources, the project planning and scheduling of tasks should be done using a Gantt chart.

Potential Future Services
The City of Oroville intends to retain the same firm for subsequent phases of the project, subject to the availability of funding and successful completion of the preliminary engineering phase. The selected firm for preliminary engineering and environmental services is encouraged to demonstrate their capability and interest in providing ROW acquisition, construction engineering, and project closeout services for this project.

The scope of future engineering services may include but is not limited to:
• ROW Aquisition
• Assisting with QA/QC compliance throughout construction • Working with the City and its Construction Management consultant to respond to RFIs, and review submittals, shop drawings, contractor invoices, etc. in a timely manner • Conducting regular site visits to monitor construction progress • Coordinating with the contractor and subcontractors
• Revising engineering designs and drawings as necessary • Preparing regular progress reports and updates
• Monitoring and reviewing construction schedules and milestones to keep the project on schedule
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• Reporting on deviations from the schedule or budget
• Reviewing and evaluating proposed changes to the contract • Documenting changes and updating project plans and specifications • Assisting in interpreting construction drawings and specifications • Addressing field changes and resolving design-related issues • Maintaining accurate records of construction activities • Obtaining aerial imagery (photos and video) on a biweekly basis throughout construction • Developing As-Builts
• Conducting final inspections and punch-list reviews
• Verifying completion of all construction work and compliance with specifications (including receipt of all required submittals)
• Assisting in the preparation of final acceptance documents • Working closely with the Construction Management company to develop a Final Construction Report
The scope of future environmental compliance services may include but is not limited to:
• Monitoring construction activities for environmental compliance • Implementing or ensuring implementation of erosion control measures and best management practices
• Coordinating with environmental agencies as necessary • Ensuring construction waste is being managed according to regulatory requirements • Monitoring impacts on wildlife and habitats, and implementing mitigation measures as necessary
• Conducting final inspections to ensure environmental compliance • Verifying that all mitigation measures were implemented as planned • Preparing documentation for certification of environmental compliance • Preparing monitoring reports detailing environmental conditions after project completion • Submitting reports to regulatory agencies as required • Documenting any changes or deviations from approved environmental plans • Preparing a comprehensive environmental compliance report for project closeout • Developing a plan for long-term maintenance (e.g., vegetation management, erosion control maintenance)
Additional Items Related to the Proposal
Contract & Insurance Requirements:

The City has stringent requirements in contracting with consultants and is unable to make substantial changes to the insurance requirements and the contract to be used for this project.

Attachment 2 contains a sample Agreement for Services. Respondents are strongly encouraged to have the contract reviewed by their insurance company. Please include any proposed exceptions or changes to the contract in your proposal. Any proposed exceptions or changes to these provisions will be subject to City approval.

The laws of the State of California shall govern the contract executed between the successful Consultant and the City and any interpretations or constructions thereof. Further, the place of 662
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performance and transaction of business shall be deemed to be in the City of Oroville, State of California, and in the event of litigation, the exclusive venue and place of jurisdiction shall be in the State of California, and more specifically, in Butte County.

Public Records
Each Consultant is hereby informed that, upon submittal of its proposal to the City in accordance with this RFP, the proposal is the property of the City.

Unless otherwise compelled by a court order, the City will not disclose any proposal while the City conducts its deliberative process in accordance with the procedures identified in this RFP.

However, after the City either awards an agreement to a successful Consultant, or the City rejects all proposals, the City shall consider each proposal subject to the public disclosure requirements of the California Public Records Act (California Government Code sections 6250, et seq.), unless there is a legal exception to public disclosure.

If a Consultant believes that any portion of its proposal is subject to a legal exception to public disclosure, the Consultant shall: (1) clearly mark the relevant portions of its proposal “Confidential”; and (2) upon request from the City, identify the legal basis for exception from disclosure under the Public Records Act; and (3) the Consultant shall defend, indemnify, and hold harmless the City regarding any claim by any third party for the public disclosure of the “Confidential” portion of the qualifications submittal.

Selection Procedure
City staff will review and rank the proposals. The evaluation process is designed to award the contract to the Consultant with most demonstrated competence and professional qualifications, at a fair and reasonable price.

If an agreement is not reached within a reasonable period, the City may reissue the RFP.

Selection Criteria
Refer to Appendix B – Proposal Evaluation
Oral Presentations
During the review process, the City may, at its discretion, request any one or all firms to make an oral presentation. Such a presentation will provide firms with an opportunity to answer any questions about its proposal. Not all firms may be asked to make an oral presentation.

Contract Provisions
A. Prevailing Wage
Consultants and subconsultants need to include their Prevailing Wage Policy if participation on the project includes prevailing wage work. The policy shall include information on the accounting treatment of delta base and delta fringe, and verify the accounting treatment is consistent every year.
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Appendix A – Proposal Requirements
These guidelines are provided for standardizing the preparation and submission of Proposal/Proposals by all Consultants. The intent of these guidelines is to assist Consultants in preparation of their proposals, to simplify the review process, and to help assure consistency in format and content.

Before preparing a proposal, the consultant shall carefully examine the entire RFP and become familiar with its contents.

Submission of a proposal shall be considered evidence that the consultant has fully studied the RFP and is familiar with the general conditions to be encountered in performing any services.

RFP Inquiries
The principal management contact with the City will be Alyssa Stutz ([email protected]), or a designated representative.

Inquiries on the contents and requirements of the RFP shall be submitted through the Public Purchase website prior to 4:00 PM Pacific Standard Time on March 7, 2025 after which time no further inquiries will be addressed. The City will make every effort to respond to inquiries within three business days.

Substantive requests for information received may be responded to in writing by the City in the form of an addendum to this RFP. It shall be the Consultant’s responsibility to check the Public Purchase website to obtain any addenda that may be issued.

Proposal Content and Format
General Information
To facilitate the evaluation of the proposals, Consultants should format their proposals using the following sections, and in the order shown.

1. Transmittal Letter
A transmittal letter introducing your firm, signed by an officer who is authorized to bind the Consultant, shall be included with the proposal and the letter must state that the proposal is binding for 90 days from the submission deadline for proposals.

Consultant Contact: Please provide the name, address, telephone number, and email address of the prime contact. This will be the individual who can be contacted during proposal evaluation if the City has questions about the proposal.

Location(s): Please provide the location of the Consultant’s headquarters. In addition, provide the location of any local support offices which will provide service to the City.

Company Management/Ownership: The City is looking for a consultant that can provide a measure of proven stability and reliability. Please describe the Company’s (and any sub-consultant’s) size, company management, and ownership.

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2. Executive Summary
A brief summary of the key characteristics of the proposal is required.

3. Consultant Information, Qualifications and Experience The City will only consider submittals from Consultants that demonstrate they have successfully completed comparable projects. These projects must illustrate the quality, type, and past performance of the project team. Submittals shall include a detailed description of a minimum of three (3) projects within the past five (5) years which include the following information:
1) Contracting Agency
2) Contracting Agency Project Manager
3) Contracting Agency Contact Information
4) Contract Amount
5) Funding Source
6) Date of Contract
7) Date of Completion
8) Consultant Project Manager and Contact Information
9) Project Objective
10) Project Description
11) Project Outcome
Please also provide a list of contracts terminated (partially or completely) by clients for convenience or default within the past three years, if applicable. Include contract value, description of work, sponsoring organization, contract number, and name and telephone number of contracting entity.

4. Project Staff
Identify the Project Manager and key personnel on the project team that will be assigned to the contract through its duration. For all project team members, describe specific services they will perform, and illustrate clearly the applicability of the individual’s background, education, and experience to his or her assigned role. Provide resumes for key personnel expected to expend significant effort on the project.

5. Subconsultants
If any part of the work described in the proposal is to be provided by subconsultants provide the following:
• A description of each subcontractor’s role
• A description of previous joint ventures between the consultant and subconsultant • The corporate or company name and names of officers or principals of companies proposed as subcontractors
• Particular experience of key personnel, including past projects and resumes. Show the key personnel in the organization chart.

6. Project Organization and Approach
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and environmental tasks. Note: All preliminary engineering and environmental compliance documentation must be complete by May 31, 2026.

7. Scope of Work
1) Include a detailed Scope of Work Statement describing all services to be provided. 2) Describe project deliverables for each phase of your work. 3) Describe your cost control and budgeting methodology for this project. 4) Provide responses to the following:
a. Describe critical engineering design issues associated with the project and how you will address these.
b. Describe critical environmental issues and how you will address these. c. How cost and schedule could be minimized.

8. Schedule of Work
Provide a detailed schedule for all phases of the project and the proposing Consultant’s services including time for reviews and approvals. The schedule shall meet the Project Schedule shown in Appendix C, however, expedited schedules are preferred with justification for timeline feasibility.

9. Quality Assurance / Quality Control
Describe how quality assurance (“QA”) and quality control (“QC”) will be provided for the Project.

Identify the individuals that will be involved in QA/QC services and at what milestones they will be provided. If your firm has a structured Quality Assurance/Quality Control Program, describe it briefly and show how it will be applied to the project.

10. Exceptions
Please include a statement regarding any proposed exceptions to the sample contract. If no exceptions are included, the City will expect the Consultant will be able to sign the City’s contract and provide the required insurance and indemnification. If there are any specific preliminary engineering tasks that are not included in the proposal, identify them.

11. Conflict of Interest Statement
The proposing Consultant shall disclose any financial, business or other relationship with the City that may have an impact upon the outcome of the contract or the construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this contract or the construction project that will follow. The proposing Consultant shall disclose any financial interest or relationship with any construction company that might submit a bid on the construction project.

12. Litigation
Indicate if the proposing Consultant was involved with any litigation in connection with prior projects. If yes, briefly describe the nature of the litigation and the result.

13. Contract Agreement
Indicate if the proposing Consultant has any issues or needed changes to the proposed contract agreement. The Consultant shall provide a brief statement affirming that the proposal terms shall remain in effect for ninety (90) days following the date proposal submittals are due. A contract will not be awarded to a consultant without an adequate financial management and accounting system as required by 48 CFR Part 31 and 2 CFR Part 200.
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14. Federal-Aid Provisions
The proposing Consultant’s services are federally funded, which necessitate compliance with additional requirements. Special attention is directed to Attachment 3 – Local Assistance Procedures Manual Exhibit (LAPM) 10-I, Notice to Proposers DBE Information. The proposing Consultant shall complete and submit the following forms with the proposal to be considered responsive. These forms and instructions are provided for the proposer in Attachment 3.
o Local Agency Proposer DBE Commitment (Consultant Contracts); (LAPM 10-O1). The local agency’s current contract DBE Goal is 21%.
o DBE Information - Good Faith Effort (LAPM 15-H) – Required only if DBE goal is not achieved.

It is recommended that proposer prepare and submit a GFE irrespective of meeting the DBE goal.
o Disclosure of Lobbying Activities (LAPM 10-Q)
Upon award and through completion of the project, the successful proposing Consultant will be required to follow applicable federal-aid requirements and shall complete and submit with the agreement the following forms at the time of award:
o Local Agency Proposer DBE Information (Consultant Contracts) (LAPM 10-02) o Any other relevant forms required during the project.

Consultant shall demonstrate familiarity of providing services for federally funded projects and has clear understanding of requirements/needs to facilitate the project through Caltrans Local Assistance and Local Assistance Procedures Manual

15. Cost Proposal
The consultant performs the services stated in the contract for an agreed amount as compensation, including a net fee or profit.

To assure that the City is able to acquire professional services based on the criteria set forth in the Brooks Act and Government Code 4526, the proposal shall include a cost proposal for each service of the proposal. Proposing Consultants will be required to submit certified payroll records, as required.

Cost proposal shall be submitted separate from the proposal and will be requested prior to the oral interview. The cost proposal is confidential and will be reviewed after the most qualified consultant has been selected. Reference sample cost estimate in Attachment 3 LAPM 10-H, Example #1. Consultant shall prepare a Lump Sum Fee estimate with progress payments at defined milestones/tasks.

Selected Consultant shall comply with Chapter 10 of the Local Assistance Procedures Manual regarding the A&E Consultant Contract Audit and Review process.
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Appendix B – Proposal Evaluation
Evaluation Process
All proposals will be evaluated by a City Selection Committee (Committee). The Committee may be composed of City staff and other parties that may have expertise or experience in the services described herein. The Committee will review the submittals and will rank the proposers. The evaluation of the proposals shall be within the sole judgment and discretion of the Committee. All contacts during the evaluation phase shall be made through the City Contract Administrator/Project Manager only.

Proposers shall neither contact nor lobby evaluators during the evaluation process. Attempts by Proposer to contact members of the Committee may jeopardize the integrity of the evaluation and selection process and risk possible disqualification of Proposer.

The Committee will evaluate each proposal meeting the qualification requirements set forth in this RFP.

Proposers should bear in mind that any proposal that is unrealistic in terms of the technical or schedule commitments may be deemed reflective of an inherent lack of technical competence or indicative of a failure to comprehend the complexity and risk of the City’s requirements as set forth in this RFP.

The selection process will include oral interviews. The consultant will be notified of the time and place of oral interviews and if any additional information that may be required to be submitted.

Consultants invited to interviews will be required to submit cost proposals in sealed envelopes during the interview. Upon completion of the evaluation and selection process, only the cost proposal from the most qualified consultant will be opened to begin cost negotiations. All unopened cost proposals will be returned at the conclusion of the procurement process. Upon acceptance of a cost proposal and successful contract negotiations, staff will recommend a contract be awarded.

Evaluation Criteria
Proposals will be evaluated according to each Evaluation Criteria and scored on a zero-to-five-point rating. The scores for all the Evaluation Criteria will then be multiplied according to their assigned weight to arrive at a weighted score for each proposal. A proposal with a high weighted total will be deemed of higher quality than a proposal with a lesser-weighted total. The final maximum score for any project is five hundred (500) points.

Rating Scale
0 Not Acceptable Non-responsive, fails to meet RFP specifications. The approach has no probability of success. For mandatory requirements, this score will result in disqualification of proposal.
1 Poor Below average, falls short of expectations, is substandard to that which is the average or expected norm, has a low probability of success in achieving project objectives per RFP.
2 Fair Has a reasonable probability of success, however, some objectives may not be met.
3 Average Acceptable, achieves all objectives in a reasonable fashion per RFP specification. This will be the baseline score for each item with adjustments based on interpretation of proposal by Evaluation Committee members. 668
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4 Above Average Very good probability of success, better than that which is average or expected as the norm. Achieves all objectives per RFP requirements and expectations.
5 Excellent Exceeds expectations, very innovative, clearly superior to that which is average or expected as the norm. Excellent probability of success in achieving all objectives and meeting RFP specification.

The Evaluation Criteria Summary and their respective weights are as follows:

No. Written Evaluation Criteria Weight
1 Completeness of Response Pass/Fail
2 Qualifications & Experience 20
3 Organization & Approach 15
4 Scope of Services to be Provided 15
5 Schedule of Work 10
6 Conflict of Interest Statement Pass/Fail
7 Local Presence 5
8 References 10
Subtotal: 75
No. Interview Evaluation Criteria Weight
9 Presentation by Team 10
10 Q&A Response to panel questions 15
Subtotal: 25
TOTAL: 100
1) Completeness of Response (Pass/Fail)
a) Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent addenda and do not address each of the items listed below will be considered incomplete, be rated a Fail in the Evaluation Criteria and will receive no further consideration. Responses that are rated a Fail and are not considered may be picked up at the delivery location within 14 calendar days of contract award and/or the completion of the competitive process.
2) Qualifications & Experience (20 points)
a) Relevant experience, specific qualifications, and technical expertise of the firm and subconsultants to conduct traffic engineering services on both federal and nonfederal-aid projects.
3) Organization & Approach (15 points)
a) Describes familiarity of project and demonstrates understanding of work completed to date and project objectives moving forward.
b) Roles and Organization of Proposed Team
i) Proposes adequate and appropriate disciplines of project team. ii) Some or all of team members have previously worked together on similar project(s). iii) Overall organization of the team is relevant to City’s needs. 669
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c) Project and Management Approach
i) Team is managed by an individual with appropriate experience in similar projects. This person’s time is appropriately committed to the project. ii) Team successfully addresses Site Planning and Programming efforts. iii) Project team and management approach responds to project issues. Team structure provides adequate capability to perform both volume and quality of needed work within project schedule milestones.
d) Roles of Key Individuals on the Team
i) Proposed team members, as demonstrated by enclosed resumes, have relevant experience for their role in the project.
ii) Key positions required to execute the project team’s responsibilities are appropriately staffed.
e) Working Relationship with the City
i) Team and its leaders have experience working in the public sector and knowledge of public sector procurement process.
ii) Team leadership understands the nature of public sector work and its decision-making process.
iii) Proposal responds to need to assist City during the project. 4) Scope of Services to be Provided (15 points)
a) Detailed Scope of Services to be Provided
i) Proposed scope of services is appropriate for all phases of the work. ii) Scope addresses all known project needs and appears achievable in the timeframes set forth in the project schedule.
b) Project Deliverables
i) Deliverables are appropriate to schedule and scope set forth in above requirements. c) Cost Control and Budgeting Methodology
i) Proposer has a system or process for managing cost and budget. ii) Evidence of successful budget management for a similar project. 5) Schedule of Work (10 points)
a) Schedule shows completion of the work within or preferably prior to the City’s overall time limits as specified in Appendix C.
b) The schedule serves as a project timeline, stating all major milestones and required submittals for project management and Federal-Aid compliance.
c) The schedule addresses all knowable phases of the project, in accordance with the general requirements of this RFP.
6) Conflict of Interest Statement (Pass/Fail)
a) Discloses any financial, business or other relationship with the City that may have an impact upon the outcome of the contract or the construction project. b) Lists current clients who may have a financial interest in the outcome of this contract or the construction project that will follow.
c) Discloses any financial interest or relationship with any construction company that might submit a bid on the construction project.
7) Local Presence (5 points)
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a) A statement addressing firm’s ability to establish an office within the County or surrounding area.
8) References (10 points)
a) Provide as reference the name of at least three (3) agencies you currently or have previously consulted for in the past three (3) years.
9) Presentation by Team (10 points)
a) Team presentation conveying project understanding, communication skills, innovative ideas, critical issues and solutions.
10) Q&A Response to Panel Questions (15 points)
a) Proposer provides responses to various interview panel questions.

Weighted scores for each Proposal will be assigned utilizing the table below:

No. Evaluation
Criteria
Rating (0-5) Weight Score (Rating *
Weight)
1 Completeness of
Response
N/A Pass/Fail Pass/Fail
2 Qualifications &
Experience
20 3 Organization &
Approach
15 4 Scope of Services
to be Provided
15 5 Schedule of Work 10
6 Conflict of
Interest
Statement
N/A Pass/Fail Pass/Fail
7 Local Presence 5
8 References 10
9 Presentation by
Team
10 10 Q&A Response to
Panel Questions
15 TOTAL: 100
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Appendix C – Draft Project Schedule
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ATTACHMENT 1
Project Map and Conceptual Drawings
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5TH AVE

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Location Map
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CITY OF OROVILLE SHEET OF
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APP'D DATE

REVISION
DATE OWN BY. NO. DESCRIPTION
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TABLE MOUNTAIN BOULEVARD

COMPLETE STREETS PROJECT
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APP'D DATE

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CITY OF OROVILLE SHEET OF
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CITY OF OROVILLE SHEET OF
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CITY OF OROVILLE SHEET OF
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OROVILLE, CALIFORNIA

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TABLE MOUNTAIN BOULEVARD

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CITY OF OROVILLE SHEET OF
DRAWING NO.

OROVILLE, CALIFORNIA

APP'D DATE

REVISION
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TABLE MOUNTAIN BOULEVARD

COMPLETE STREETS PROJECT
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City of Oroville
Request for Proposal
Washington Ave. and Table Mountain Blvd. Complete Streets Project Engineering & Environmental Services
ATTACHMENT 2
Sample Contract Agreement
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CITY OF OROVILLE

AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made on this ___th day of _____________, 2025, at Oroville, California, by and between the City of Oroville, a California Charter City, 1735 Montgomery Street, Oroville California, 95965 (hereinafter referred to as the “CITY”) and XYZ Company, 1500 Main Street, City, CA 90000 (hereinafter referred to as the “CONSULTANT”).

The Project Manager for the “CONSULTANT” will be _________________________.

The Contract Administrator for the City will be _______________________.

RECITALS
A. The CITY proposes to contract for professional services as outlined below; B. The CITY conducted an RFP issued in January, 2025, and selected CONSULTANT as the preferred service provider;
C. The CONSULTANT is willing to perform such services and has the necessary qualifications by reason of experience, preparation, and organization to provide such services; NOW, THEREFORE, the CITY and the CONSULTANT, mutually agree as follows:

1. SERVICES.

The CONSULTANT shall perform those services set forth in “Exhibit A,” which is attached hereto and incorporated herein by reference.

1.1 CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the CITY’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.

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

1.3 This AGREEMENT provides for visits to the site as needed, and inspection of the work by representatives of the CITY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

1.4 The method of payment for this AGREEMENT will be based on lump sum for each Task.

The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between 683
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CONSULTANT and CITY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by CITY.

2. TERM OF AGREEMENT.

The term of this contract shall commence upon execution by both parties and shall expire on June 30, 20___ unless extended in writing in advance by both parties.

3. TIME OF PERFORMANCE.

The services of the CONSULTANT are to commence upon receipt of a notice to proceed from the CITY and shall continue until all authorized work is completed to the CITY’s satisfaction, in accordance with the schedule incorporated in “Exhibit A,” unless extended in writing by the CITY.

4. PAYMENT FOR SERVICES.

The CONSULTANT shall be compensated in an amount not to exceed $__________ for services provided pursuant to this Agreement as described in “Exhibit A.” Compensation shall under no circumstances be increased except by written amendment of this Agreement. The CONSULTANT shall be paid within thirty (30) days of presentation of an invoice to the CITY for services performed to the CITY’s satisfaction. The CONSULTANT shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the CITY. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth, CITY shall have the right to delay payment or terminate this AGREEMENT.

4.1 Invoices shall detail the work performed on each milestone, on each task as applicable.

Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due CITY. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the CITY.

4.2 If the CITY fails to pay promptly, the CITY 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 CITY shall act in accordance with both of the following:
(1) The CITY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The CITY must return any payment request deemed improper by the CITY 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.

4.3 PROMPT PAYMENT CERTIFICATION
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the CITY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any 684
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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 CITY 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 CITY 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.

5. CONTRACT ADMINISTRATION.

5.1. The CITY’s Representative. Unless otherwise designated in writing,_____________________ shall serve as the CITY’s representative for the administration of the project. All activities performed by the CONSULTANT shall be coordinated with this person.

5.2. Manager-in-Charge. For the CONSULTANT, _____________________ shall be in charge of the project on all matters relating to this Agreement and any agreement or approval made by her/him shall be binding on the CONSULTANT. The Manager-in Charge shall not be replaced without the written consent of the CITY.

5.3. Responsibilities of the CITY. The CITY shall provide all relevant documentation in its possession to the CONSULTANT upon request in order to minimize duplication of efforts. The CITY’s staff shall work with the CONSULTANT as necessary to facilitate performance of the services.

5.4. Personnel. The CONSULTANT represents that it has or will secure at its own expense all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by the CONSULTANT or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The CONSULTANT reserves the right to determine the assignment of its own employees to the performance of the CONSULTANT’s services under this Agreement, but the CITY reserves the right, for good cause, to require the CONSULTANT to exclude any employee from performing services on the CITY’s premises.

6. TERMINATION.

6.1. Termination for Convenience. Either party may terminate this Agreement without cause and in its sole discretion at any time by giving the other party thirty (30) days' written notice of such termination. In the event of such termination, the CONSULTANT shall cease services as of the date of termination and shall be compensated for services performed to the CITY's satisfaction up to the date of termination.

6.2. Termination for Cause. All terms, provisions, and specifications of this Agreement are material and binding, and failure to perform any material portion of the work described herein shall be considered a breach of this Agreement. Should the Agreement be breached in any manner, the CITY may, at its option, terminate the Agreement not less than five (5) days after 685
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written notification is received by the CONSULTANT to remedy the violation within the stated time or within any other time period agreed to by the parties. In the event of such termination, the CONSULTANT shall be responsible for any additional costs incurred by the CITY in securing the services from another CONSULTANT.

6.3 Upon termination, CITY 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.

6.4 CITY may temporarily suspend this AGREEMENT, at no additional cost to CITY, provided that CONSULTANT is given written notice of temporary suspension. If CITY 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.

6.5 Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to CITY 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.

7. INDEMNIFICATION.

CONSULTANT shall indemnify and hold harmless CITY from and against all liability arising out of or in connection with CONSULTANT's negligent or wrongful acts, errors or omissions in the performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement. In the event that CITY is named as a party defendant in a lawsuit alleging injury as a result of CONSULTANT’s negligent or wrongful performance under this Agreement, CONSULTANT shall defend CITY with counsel approved by CITY, which approval will not be unreasonably withheld, and bear responsibility for attorney’s fees, expert fees and all other costs and expenses of litigation. Should conflict of interest principles preclude a single lawyer from representing both CITY and CONSULTANT, or should CITY otherwise find CONSULTANT’s legal counsel unacceptable, then CONSULTANT shall reimburse the CITY its costs of defense, including without limitation reasonable attorney’s fees, expert fees and all other costs and expenses of litigation. CONSULTANT shall promptly pay any final, non-appealable judgment rendered against the CITY. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California but the indemnity obligation will exclude such loss or damage which is determined to be caused by the sole negligence or willful misconduct of the CITY.

The obligations established by this paragraph will survive termination of this Agreement. For purposes of this paragraph:
• CITY means the CITY Council and its subordinate bodies, elected and appointed CITY officials and officers, CITY employees and authorized agents and volunteers of the CITY.
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• Liability means any claims or causes of action raised or asserted by, damage to, loss or expense incurred by or judgments rendered in favor of persons or entities not a party to this Agreement.
• The types of damages included within this indemnity obligation include, but are not limited to, personal injury, bodily injury, death, loss of use, and damage to or loss of real and personal property.
• The indemnity obligation of this paragraph includes all forms of negligent acts, errors and omissions, wrongful behavior and willful misconduct (including but not limited to breaches of professional standards of care, if applicable, and breach of contract) by CONSULTANT and any of its officers, agents employees and subCONSULTANTs.

8. INSURANCE REQUIREMENTS.

8.1. The CONSULTANT, at the CONSULTANT’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies:

8.1.1. Workers’ Compensation Coverage. The CONSULTANT shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for its employees in accordance with the laws of the State of California. In addition, the CONSULTANT shall require any and every subCONSULTANT to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all the subCONSULTANT’s employees. Any notice of cancellation or nonrenewal of all Workers’ Compensation policies must be received by the CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, agents, employees, and volunteers for losses arising from work performed by the CONSULTANT for CITY. This provision shall not apply if the CONSULTANT has no employees performing work under this Agreement.

Prior to commencement of the work described herein, CONSULTANT shall furnish CITY a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not less than one million dollars ($1,000,000) per occurrence.

The Certificate of Insurance will provide:

1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to CITY.

2. That CITY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.

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

CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said 687
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expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of CITY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, CITY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.

8.1.2. General Liability Coverage. The CONSULTANT shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.

8.1.3. Automobile Liability Coverage. The CONSULTANT shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the CONSULTANT arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than three hundred thousand dollars ($300,000) combined single limit for each occurrence. If CONSULTANT or CONSULTANT’s employees will use personal autos in any way on this project, CONSULTANT shall obtain evidence of personal auto liability coverage for each such person.

8.1.4. Professional Liability Coverage. The CONSULTANT shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from the CONSULTANT’s operations under this Agreement, whether such operations be by the CONSULTANT or by its employees, subCONSULTANTs, or subconsultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis.

8.2. Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below.

CONSULTANT also agrees to require all CONSULTANTs, and subCONSULTANTs to do likewise.

8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work or operations.”

8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance 688
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maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy.

8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.

8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONSULTANT acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY.

8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subCONSULTANTs to do likewise.

8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its elected or appointed officers, officials, employees, agents, or volunteers.

8.2.7. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided.

8.2.8. CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this agreement. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

8.3. Self Insured Retention/Deductibles. All policies required by this Agreement shall allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the CITY Attorney. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CONSULTANT’s behalf upon the CONSULTANT’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
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8.4. Certificates of Insurance. The CONSULTANT shall provide certificates of insurance with original endorsements to the CITY as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Agreement. The CONSULTANT shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement.

8.5. Failure to Procure Insurance. Failure on the part of the CONSULTANT to procure or maintain required insurance shall constitute a material breach of contract under which the CITY may terminate this Agreement pursuant to Section 6.2 above.

9. ASSIGNMENT AND SUBCONTRACTING.

The parties recognize that a substantial inducement to the City for entering into this Agreement is the professional reputation, experience, and competence of the CONSULTANT. Assignments of any or all rights, duties, or obligations of the CONSULTANT under this Agreement will be permitted only with the express consent of the CITY. The CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the CITY. If the CITY consents to such subcontract, the CONSULTANT shall be fully responsible to the CITY for all acts or omissions of the subCONSULTANT. Nothing in this Agreement shall create any contractual relationship between the CITY and subCONSULTANT nor shall it create any obligation on the part of the CITY to pay or to see to the payment of any monies due to any such subCONSULTANT other than as otherwise is required by law.

9.1 Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the CITY 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 CITY 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 CITY’s obligation to make payments to the CONSULTANT.

9.2 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 CITY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

9.3 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.

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

9.5 Any substitution of Subconsultants must be approved in writing by the CITY Contract Administrator in advance of assigning work to a substitute Subconsultant. 690
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9.6 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.

9.7 Prompt Payment of Withheld Funds to Subconsultants
No retainage will be held by the CITY from progress payments due to CONSULTANT. Any retainage kept by CONSULTANT or by a subconsultant must be paid in full to the earning subconsultant within 15 days after the subconsultant’s work is satisfactorily completed. Any delay or postponement of payment may take place only for good cause and with the CITY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

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.

10. COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND REGULATIONS.

The CONSULTANT shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.

10.1. Taxes. The CONSULTANT agrees to pay all required taxes on amounts paid to the CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent CONSULTANT relationship created by this Agreement. In the event that the CITY is audited by any Federal or State agency regarding the independent CONSULTANT status of the CONSULTANT and the audit in any way fails to sustain the validity of a wholly independent 691
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CONSULTANT relationship between the CITY and the CONSULTANT, then the CONSULTANT agrees to reimburse the CITY for all costs, including accounting and attorneys’ fees, arising out of such audit and any appeals relating thereto.

10.2. Workers’ Compensation Law. The CONSULTANT shall fully comply with the workers’ compensation law regarding the CONSULTANT and the CONSULTANT’s employees. The CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of the CONSULTANT to comply with applicable workers’ compensation laws. The CITY shall have the right to offset against the amount of any compensation due to the CONSULTANT under this Agreement any amount due to the CITY from the CONSULTANT as a result of the CONSULTANT’s failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section.

10.3. Licenses. The CONSULTANT represents and warrants to the CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of the CONSULTANT to practice its profession. The CONSULTANT represents and warrants to the DISTRICT that the CONSULTANT shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required of the CONSULTANT to practice its profession.

10.4 The CITY 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 CITY as to the designation of tasks to be performed and the results to be accomplished.

10.5 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 CITY 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.

10.6 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 CITY. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the CITY.

10.7 CONSULTANT shall be as fully responsible to the CITY 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.

10.8 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. 692
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10.9 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.

10.10 The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost. 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. 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 CITY. 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.

11. CONFLICT OF INTEREST.

The CONSULTANT confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. The CONSULTANT shall not during the term of this Agreement knowingly obtain such an interest or incur such an obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation.

12. NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE.

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.

12.1 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.

12.2 CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by CITY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 693
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(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.

12.3 CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the CITY 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 CITY shall require to ascertain compliance with this clause.

12.4 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.

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

12.6 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.

12.7 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.

12.8 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 CITY 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.

13. RECORDS AND AUDITS.

All records shall be made available at the request of the CITY, with reasonable notice, during regular business hours, and shall be retained by the CONSULTANT for a period of three years after the expiration of this Agreement.
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13.1 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 CITY Finance Department.

13.2 Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by CITY’s Finance Department of unresolved audit issues. The request for review will be submitted in writing.

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

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

Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, CITY 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.

13.5 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 CITY 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, CITY will reimburse the CONSULTANT at an 695
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accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

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

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter.

IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph 13.5, 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 13.5.1. 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 CITY 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 CITY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO CITY 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 CITY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

14. OWNERSHIP OF DOCUMENTS.

It is understood and agreed that the CITY shall own all documents and other work product of the CONSULTANT, except the CONSULTANT’s notes and workpapers, which pertain to the work performed under this Agreement. The CITY shall have the sole right to use such materials in its 696
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discretion and without further compensation to the CONSULTANT. The CONSULTANT shall at its sole expense provide all such documents to the CITY upon request.

15. INDEPENDENT CONSULTANT.

The CONSULTANT is and shall at all times remain as to the CITY a wholly independent CONSULTANT. Neither the CITY nor any of its agents shall have control over the conduct of the CONSULTANT or any of the CONSULTANT’s employees or agents, except as herein set forth. The CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are in any manner agents or employees of the CITY. The CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent unless that authority is expressly authorized in writing by CITY. By executing this Agreement, CONSULTANT confirms and asserts that A) they shall be responsible to direct their own work and are free from CITY control in the precise manner and details of how the work is carried out; B) that the work performed by CONSULTANT is understood to be outside the scope of the usual course of business carried out by the CITY; and C) that CONSULTANT is customarily engaged in an independently established trade, occupation, or business of the same nature of that performed for the CITY.

15.1 If CONSULTANT, at any time comes to believe that they are an employee and not an independent CONSULTANT, CONSULTANT shall immediately notify the CITY of such belief.

All work to be performed by CONSULTANT under this Agreement shall be immediately suspended. CONSULTANT agrees to indemnify and hold harmless the Company from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, provided that such claims arise out of or are based upon the CONSULTANT's designation as an independent CONSULTANT and not as an employee of the Company.

CONSULTANT waives any right to recover from the Company any expenses or losses, including but not limited to those arising from claims that CONSULTANT was misclassified as an independent CONSULTANT unless such indemnification is prohibited by law. In the event CONSULTANT notifies CITY of a purported misclassification, the CITY may elect to immediately terminate this Agreement.

16. EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES
Prior authorization in writing by CITY’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.

16.1 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 CITY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

16.2 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 697
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and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, CITY 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 CITY 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 CITY procedures; and credit CITY 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 CITY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by CITY.

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.

17. 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 CITY employee. For breach or violation of this warranty, CITY 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.

18. PROHIBITION OF EXPENDING CITY, STATE, OR FEDERAL FUNDS FOR

LOBBYING
The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or CITY 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.

18.1 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 698
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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.

18.2 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.

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

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

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

3. Does not have a proposed debarment pending; and

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

19.1 Any exceptions to this certification must be disclosed to CITY. 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.

19.2 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.

20. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION CONSULTANT, subrecipient (CITY), 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 CITY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

Additionally, the CONSULTANT is responsible to document the verification record by printing 699
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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 CITY in a good faith effort to achieve California's statewide overall DBE goal.

20.2 The goal for DBE participation for this AGREEMENT is 21%. 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.

20.3 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.

20.4 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.
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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

20.5 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 CITY’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 CITY. Unless the CITY’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 CITY:

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

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

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

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

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

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

7. Listed DBE becomes bankrupt or insolvent 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 CITY 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 701
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above. Simultaneously send a copy of this written notice to the CITY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the CITY 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 CITY 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 CITY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the CITY’s written authorization of DBE termination request, CONSULTANT must obtain the CITY’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 CITY 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
• 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 CITY's authorization to terminate the DBE. CONSULTANT may request the CITY's approval to extend this submittal period to a total of 14 702
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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 selfperform, 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 CITY 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 CITY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.

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

The CITY shall request CONSULTANT to:

1. Notify the CITY’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.

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 CITY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business 703
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Enterprises (DBE) Certification Status Change and submit the form to the CITY 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 CITY within 90 days of contract acceptance. The CITY will withhold $10,000 until the form is submitted. The CITY will release the withhold upon submission of the completed form.

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

20.7 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 CITY 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 704
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LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the CITY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

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

The CITY 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 CITY evaluations.

The CITY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The CITY 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 CITY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the CITY 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 CITY’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 CITY 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. CITY may deny payment for the noncompliant portion of the work. CITY 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. CITY 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 CITY's approval. The CITY 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.
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20.8 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.

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

20.10 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.

20.11 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 CITY’s Contract Administrator within thirty (30) calendar days.

20.12 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 CITY 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.

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

21. FUNDING REQUIREMENTS

21.1 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.

21.2 This AGREEMENT is valid and enforceable only if sufficient funds are made available to CITY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any 706
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additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or CITY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

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

21.4 CITY 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.

22. DISPUTES

22.1 Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of CITY’s Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

22.2 Not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by CITY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

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

23. SAFETY

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

23.2 Pursuant to the authority contained in Vehicle Code §591, CITY 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.

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

24. TITLE VI ASSURANCES – APPENDICES A-E of the TITLE VI ASSURANCES 707
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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. 708
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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, Nondiscrimination 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 709
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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 above- mentioned non-discrimination conditions, the Department will have a right to enter or reenter 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].* (*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 Non- discrimination 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 Nondiscrimination 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.*
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(*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, 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 non- discrimination 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); 711
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• 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 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).

25. NOTICE.

All Notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable party’s representative as provided in this Agreement.

Additionally, such notices may be given to the respective parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose. Such notices shall be deemed made when personally delivered or when mailed forty-eight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address.

CITY:

City of Oroville,
1735 Montgomery Street,
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Oroville, California, 95965
Attention: City Administrator
CONSULTANT:

Organization Name
Street Address,
State ZIP
Attention: __________________________

26. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of California. The venue shall be the County of Butte, California

27. ENTIRE AGREEMENT; MODIFICATION.

This Agreement supersedes any and all other agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties.

28. WAIVER.

Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this agreement. Payment of any invoice by the CITY shall not constitute a waiver of the CITY’s right to obtain correction or replacement of any defective or noncompliant work product.

29. 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 hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

30. AUTHORITY TO ENTER AGREEMENT.

The CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.
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IN WITNESS WHEREOF, the parties have executed this Agreement the ____ day of ________________, 2025.

CONSULTANT:
_____________________________________
{Name, Title}
CITY OF OROVILLE:
_____________________________________
Brian Ring, City Administrator
APPROVED AS TO FORM:
_____________________________________
Scott Huber, City Attorney
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City of Oroville
Request for Proposal
Washington Ave. and Table Mountain Blvd. Complete Streets Project Engineering & Environmental Services
ATTACHMENT 3
Required Local Assistance Procedures Manual Exhibits
715
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Local Assistance Procedures Manual Exhibit 10-I
Notice to Proposers DBE Information

Page 1 of 2 ends

January 2025
Exhibit 10-I: Notice to Proposers DBE Information
(federally funded projects only)
The Local Public Agency (LPA) has established a DBE goal for this Contract of ____________%

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

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

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

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

3. SUBMISSION OF DBE INFORMATION
If there is a DBE goal on the contract, Exhibit 10-O1: Consultant Proposal DBE Commitment must be included in the Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must document adequate good faith efforts. All DBE participation will be counted towards meeting the contract goal; therefore, all DBE participation must be collected and reported.

Exhibit 10-O2: Consultant Contract DBE Information must be included in best qualified consultant’s executed consultant contract. Even if no DBE participation will be reported, the successful proposer must execute and return the form.

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

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

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

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

1. The proposer is a DBE and will meet the goal by performing work with its own forces. 21 716
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2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or trucking companies.

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

D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest.

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

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

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

5. COUNTING DBE PARTICIPATION
Materials or supplies purchased from DBEs count towards the DBE goal under the following conditions:

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

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

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

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

6. RESOURCES
A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please email [email protected] for assistance.

B. Access the CUCP database from the Department of Transportation, Office of Civil Rights website. For guidance on how to search for certified firms using the CUCP database, please visit: DBE Goal Setting | Caltrans
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Exhibit 9-G: Sample Procedure for Good Faith Efforts
This sample procedure is recommended based on 49 CFR 26.53(d). It can be used verbatim or modified as necessary to fit the Local Agency’s particular requirements and project. If modifications are necessary, please ensure that they are compatible with 49 CFR 26.

Demonstration of Good Faith Efforts §26.53(a)-(c)
The obligation of the bidder/offeror is to make good faith efforts. The bidder/offeror can demonstrate that it has done so either by meeting the contract goal or documenting good faith efforts.

The administering Local Agency reviews all DBE commitment information submitted as a result of bid when a contract goal is assigned. When reviewing a good faith effort submission, the Local Agency reviews several factors in determining whether a bidder has demonstrated adequate good faith efforts to meet the contract goal.

DBE information that bidders must submit within 5 calendar days of bid opening includes but is not limited to:

1. The bidder/offeror’s overall DBE commitment.

2. Items of work the bidder/offeror has made available to DBE firms. The bidder/offeror identifies and describe those items of work the bidder/offeror might otherwise perform with the bidder/offeror’s own forces and those items that have been broken down into economically feasible units to facilitate DBE participation. For each item listed, the bidder/offeror must show the dollar value and percentage of the total contract. It is the bidder/offeror’s responsibility to demonstrate that sufficient work to meet the goal was made available to DBE firms.

3. Names of certified DBEs, dates on which they were solicited to bid on the project, and the North American Industry Classification System (NAICS) and California Work Category codes that the DBEs are certified in. The bidder/offeror must include the items of work offered. The bidder/offeror must describe the methods used for following up initial solicitations to determine with certainty if the DBEs were interested, and the dates of the follow-up. The bidder/offeror must attach supporting documents such as copies of letters, memos, facsimiles sent, telephone logs, telephone billing statements, and other evidence of solicitation. The bidder/offeror is reminded to solicit certified DBEs through all reasonable and available means and provide sufficient time to allow DBEs to respond.

4. Name of selected firm and its status as a DBE for each item of work made available. The bidder/offeror must include name, address, and telephone number of each DBE that provided a quote and their price quote. If the firm selected for the item is not a DBE, the bidder/offeror must provide the reasons for the selection. 718
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5. Name and date of each publication in which the bidder/offeror requested DBE participation for the project. The bidder/offeror must attach copies of the published advertisements.

Names of agencies and dates on which they were contacted to provide assistance in contacting, recruiting, and using DBE firms. If the agencies were contacted in writing, the bidder/offeror must provide copies of supporting documents.

6. List of efforts made to provide interested DBEs with adequate information about the plans, specifications, and requirements of the contract to assist them in responding to a solicitation.

If the bidder/offeror has provided information, they must identify the name of the DBE assisted, the nature of the information provided, and date of contact. The bidder/offeror must provide copies of supporting documents, as appropriate.

7. List of efforts made to assist interested DBEs in obtaining bonding, lines of credit, insurance, necessary equipment, supplies, and materials, excluding supplies and equipment that the DBE subcontractor purchases or leases from the bidder/offeror or its affiliate. If such assistance is provided by the bidder/offeror, they must identify the name of the DBE assisted, nature of the assistance offered, and date assistance was provided. Provide copies of supporting documents, as appropriate.

8. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet a contract goal.

9. Written confirmation from each listed DBE firm that it is participating in the contract in the kind and amount of work provided in the bidder/offeror’s commitment.

10. Written documentation of reason(s) for rejecting DBE quotes.

11. Any additional data to support demonstration of good faith efforts.

The bidder/offeror can use Caltrans LAPM Exhibit 15-H: PROPOSER/CONTRACTOR GOOD FAITH EFFORTS, and any agency-approved forms to provide such information listed above. In its determination, the Local Agency ensures the completeness and accuracy of documents such as the contact lists, publication proof, solicitation letters, fax/email transmissions, and quotes from DBEs and non-DBEs.

For trucking bid items, the Local Agency will verify the DBE trucking firm is certified to perform the work.

The Local Agency will contact the bidder to determine how it used the DBE’s quote to arrive at its commitment amount. The Local Agency will question the bidder on how many and what types of trucks are needed to do the work and the number of trucks owned by the DBE trucker. The Local Agency will get copies of the current registration(s) or non-operating permit(s) for each truck. The Local Agency will ask the bidder if the DBE trucker will be brokering any trucks, if so, verify the certification, registration(s) and non-use permit(s) and brokerage fee credit for non-DBE trucks.

For DBE bulk suppliers the Local Agency will verify the DBE has enough trucks or existing lease agreements for enough trucks to perform the work. The Local Agency will also have the DBE sign a written declaration declaring their drivers will be driving the leased trucks if the DBE operates any leased trucks. The Agency will get clarification on the origin and destination of the materials to be supplied. The Agency will question the bidder on who will be paying for the material. 719
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Sample Procedure for Good Faith Efforts

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Once a determination is made the Local Agency writes a letter with its findings and supporting data to the bidder. Should the good faith effort of a bidder be rejected the Local Agency will include in their decision letter the areas of deficiency by the bidder. This may include, but not limited to, bidder comparison of DBE quotes accepted by another bidder/proposer, list of available DBEs based on the work codes and work area in the California Unified Certification Program (CUCP) database.

Per Chapter 9.8 (Good Faith Efforts) of the Local Assistance Procedure Manual (LAPM), Caltrans provides review and feedback on the Local Agency’s determinations of the bidder/proposer’s GFE for consultant contracts greater than $500,000 and construction contracts greater than $2 million. Caltrans’ Office of Civil Rights (OCR), Contract Evaluation Branch (CEB) can assist the local agencies by reviewing their evaluations. The CEB reviews the GFE determination of the Local Agency and analyzes the bidders/proposer’s GFE submittal to the Local Agency. The CEB will draft a memo either concurring or not concurring with their determination. The CEB will provide feedback on improving the local agencies GFE evaluation when applicable.

Design-Build (DB) and Construction Manager General Contractor (CMGC) contracts require a slightly different Good Faith Effort documentation process. Instructions to Proposers of the RFP directs all proposers to submit a DBE Performance Plan which includes the following DBE information:

1. An estimated dollar amount to be awarded to DBE firms.

2. Identification of the areas of work to be subcontracted to DBE firms, specifying the areas DBE firms have been selected and the areas DBE firms are anticipated to be used. It is the proposer’s responsibility to demonstrate sufficient work to facilitate DBE participation was made or will be made available to DBE firms.

3. A description of the good faith efforts the proposer has made as of the date of the proposal and good faith efforts the proposer will make in the future to meet the DBE goals.

The DBE Performance Plan, (must at minimum demonstrate the proposer’s intent to meet the contract goal) when fully implemented, results in the proposer meeting the DBE goal, unless the proposer can demonstrate afterwards that they made good faith efforts throughout the contract period. In addition to the DBE Performance Plan, proposers submit good faith efforts documentation demonstrating their efforts to achieve the DBE goal up to the proposal due date.

Administrative Remedies for noncompliance §26.53(f)(3)
The following is the applicable process if the contractor fails or refuses to comply with the substitution process in the specified time. The Local Agency must provide a warning to the contractor. If the first warning is provided verbally, the resident engineer or contract manager must document the warning in their daily contract reports.

If the prime contractor replaces a listed DBE without written approval from the resident engineer, payment for the items of work committed to the DBE must be temporarily withheld from the next progress payment. The Local Agency will send the prime contractor written notice of the improper substitution and payment withhold. In addition, if the DBE is also a subcontractor required to be listed at bid time by the Fair Practices Act, the substitution process must comply with Sections 4100 through 4114 of California Public Contract Code, “Subletting and Subcontracting Fair Practices Act”. 720
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Sample Procedure for Good Faith Efforts

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If the substitution is found to be in violation of the Fair Practices Act, the Local Agency’s hearing officer may assess the prime contractor a penalty of up to 10 percent of the subcontract amount. Any temporary withholds become permanent when a violation is confirmed. Federally funded contracts require the contractor to report a DBE firm that becomes certified or decertified during the course of the project. A DBE subcontractor that becomes decertified during the course of the project must notify the contractor in writing with the date of decertification. In the same manner, a subcontractor that becomes a certified DBE during the course of the project must notify the contractor in writing with the date of certification. The prime contractor must notify the resident engineer if the contractor becomes aware of a DBE obtaining or losing its certification during construction.

The contractor must still honor contractual commitments with a DBE firm performing work on the contract even if the DBE loses its certification during construction. No substitution is required. For reporting purposes only, DBE credit for the Local Agency will be limited to payments made while the firm was certified.

Good Faith Efforts when a DBE is replaced on a contract §26.53(f)(g) The Local Agency will require a contractor to make good faith efforts to replace a DBE that is terminated or otherwise failed to complete its work on a contract with another certified DBE, to the extent needed to meet the contract goal. Contractors are required to notify the contract’s resident engineer or contract manager immediately of the DBE’s inability or unwillingness to perform or provide reasonable documentation.

The contractor is required to obtain prior written approval of the substitute DBE from the contract administrator. These approvals come from either the resident engineer or contract manager for the agency’s contracts. Should the contractor be unsuccessful in replacing the committed DBE with another DBE, then it is the responsibility of the resident engineer or contract manager to ensure the contractor has submitted sufficient documentation of good faith efforts. If the contractor is able to replace the committed DBE with another DBE, the resident engineer or contract manager must collect copies of the new or amended subcontracts.

The contractor is required to notify the original DBE of their intent to use other forces or material sources and provide the reasons. The contractor needs to provide the DBE with 5 business days to respond to their notice and advise the contractor and the Local Agency of the reasons why the use of other forces or sources of materials should not occur. The contractor’s request to use other forces or material sources must include:
• One or more of the reasons listed in the preceding paragraph; • Notices from the contractor to the DBE regarding the request; and • Notices from the DBE to the contractor regarding the request.

If the Local Agency authorizes the termination or substitution of a listed DBE, make good faith efforts to find another DBE. The substitute DBE must (1) perform at least the same dollar amount of work as the original DBE under the contract to the extent needed to meet the DBE goal and (2) be certified as a DBE with the work code applicable to the type of work the DBE will perform on the contract at the time of the contractor’s request for substitution. The contractor needs to submit their documentation of good 721
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Local Assistance Procedures Manual Exhibit 9-G
Sample Procedure for Good Faith Efforts

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faith efforts within 7 days of the contractor’s request for authorization of the substitution. The Local Agency may authorize a 7-day extension of this submittal period at the contractor’s request. Refer to 49 CFR 26 app A for guidance regarding evaluation of good faith efforts to meet the DBE goal.

Unless the Local Agency authorizes a request to terminate or substitute a listed DBE, the Local Agency does not pay for work unless it is performed or supplied by the DBE listed on the DBE Commitment form. The contractor may be subject to other sanctions under 49 CFR 26.

It is the responsibility of the Local Agency’s construction staff to either approve or deny any good faith efforts submitted in an attempt to substitute a DBE on a contract. A copy of the GFE and all relevant documentation, including the approval or denial of the GFE are to be kept in the contract file and reported to the contract administration branch or staff for tracking.

DBE Prime Credit §26.53(i)
If the bidder is a DBE firm, the Local Agency will review the firm’s DBE certification. The Local Agency will review the work codes assigned to the DBE firm and compare the codes to the bid items on the contract. The DBE bidder must be certified to perform/provide at least 30 percent of the work on the project. On average the DBE prime most likely has met the DBE goal with their own forces.

Subcontracts §26.53(j)
The Local Agency’s contracts will require the contractor awarded a federal-aid contract to make a copy of all DBE subcontracts available upon request. The subcontractor shall ensure that all subcontracts or an agreement with DBEs to supply labor or materials require that the subcontract and all lower tier subcontractors be performed in accordance with this part's provisions. 722
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CITY OF OROVILLE

AGREEMENT FOR PROFESSIONAL SERVICES
Agreement No. 3546
This Agreement is made on this 6th day of May, 2025, at Oroville, California, by and between the City of Oroville, a California Charter City, 1735 Montgomery Street, Oroville California, 95965 (hereinafter referred to as the “CITY”) and Mark Thomas & Company, Inc., 701 University Avenue, Suite 200, Sacramento, CA 985825 (hereinafter referred to as the “CONSULTANT”).

The Project Manager for the “CONSULTANT” will be Daniel Blomquist.

The Contract Administrator for the City will be Alyssa Stutz.

1. SERVICES.

The CONSULTANT shall perform those services set forth in “Exhibit A,” which is attached hereto and incorporated herein by reference.

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

1.4 The method of payment for this AGREEMENT will be based on lump sum for each Task as described in “Exhibit B”. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, unless there 723
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is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and CITY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by CITY.

2. TERM OF AGREEMENT.

The term of this contract shall commence upon execution by both parties and shall expire on May 6, 2030 unless extended in writing in advance by both parties.

3. TIME OF PERFORMANCE.

4. PAYMENT FOR SERVICES.

The CONSULTANT shall be compensated in an amount not to exceed $2,439,998.51 for services provided pursuant to this Agreement as described in “Exhibit A.” Compensation shall under no circumstances be increased except by written amendment of this Agreement. The CONSULTANT shall be paid within thirty (30) days of presentation of an invoice to the CITY for services performed to the CITY’s satisfaction. The CONSULTANT shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the CITY. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth, CITY shall have the right to delay payment or terminate this AGREEMENT.

4.1 Invoices shall detail the work performed on each milestone, on each task as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due CITY. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the CITY.

A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

4.3 PROMPT PAYMENT CERTIFICATION
CONSULTANT must submit Exhibit 9-P to the CITY 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 724
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“no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

5. CONTRACT ADMINISTRATION.

5.1. The CITY’s Representative. Unless otherwise designated in writing, Alyssa Stutz, shall serve as the CITY’s representative for the administration of the project. All activities performed by the CONSULTANT shall be coordinated with this person.

5.2. Manager-in-Charge. For the CONSULTANT, Daniel Blomquist, shall be in charge of the project on all matters relating to this Agreement and any agreement or approval made by her/him shall be binding on the CONSULTANT. The Manager-in Charge shall not be replaced without the written consent of the CITY.

6. TERMINATION.

6.1. Termination for Convenience. Either party may terminate this Agreement without cause and in its sole discretion at any time by giving the other party sixty (60) days' written notice of such termination. In the event of such termination, the CONSULTANT shall cease services as of the date of termination and shall be compensated for services performed to the CITY's satisfaction up to the date of termination.

6.2. Termination for Cause. All terms, provisions, and specifications of this Agreement are material and binding, and failure to perform any material portion of the work described herein shall be considered a breach of this Agreement. Should the Agreement be breached in any manner, the CITY may, at its option, terminate the Agreement not less than five (5) days after written notification is received by the CONSULTANT to remedy the violation within the stated time or within any other time period agreed to by the parties. In the event of such termination, the 725
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CONSULTANT shall be responsible for any additional costs incurred by the CITY in securing the services from another CONSULTANT.

7. INDEMNIFICATION.

With all matters related to Design Professional Services, as defined by California Civil Code 2782.8, CONSULTANT shall indemnify and hold harmless CITY from and against all liability arising out of or in connection with CONSULTANT’s negligent or wrongful acts, errors or omissions in the performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement. In the event that CITY is named as a party defendant in a lawsuit alleging injury as a result of CONSULTANT’s negligent or wrongful performance under this Agreement, CONSULTANT shall defend CITY with counsel approved by CITY, which approval will not be unreasonably withheld, and bear responsibility of attorney’s fees, expert fees and all other costs and expenses of litigation. CONSULTANT shall promptly pay any final, nonappealable judgment rendered against the CITY. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California but the indemnity obligation will exclude such loss or damage which is determined to be caused by the negligence or willful misconduct of the CITY.

The obligations established by this paragraph will survive termination of this Agreement. For purposes of this paragraph:
• CITY means the CITY Council and its subordinate bodies, elected and appointed CITY officials and officers, CITY employees and authorized agents and volunteers of the CITY. • Liability means any claims or causes of action raised or asserted by, damage to, loss or expense incurred by or judgments rendered in favor of persons or entities not a party to this Agreement.
• The types of damages included within this indemnity obligation include, but are not limited to, personal injury, bodily injury, death, loss of use, and damage to or loss of real and personal property.
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• The indemnity obligation of this paragraph includes all forms of negligent acts, errors and omissions, wrongful behavior and willful misconduct (including but not limited to breaches of professional standards of care, if applicable, and breach of contract) by CONSULTANT and any of its officers, agents employees and subCONSULTANTs.

8. INSURANCE REQUIREMENTS.

8.1. The CONSULTANT, at the CONSULTANT’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies:

The Certificate of Insurance will provide:

1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to CITY.

2. That CITY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.

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

CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of CITY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, CITY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event. 727
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8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy.

8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.

8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONSULTANT acknowledges that the insurance coverage and policy 728
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limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY.

8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its elected or appointed officers, officials, employees, agents, or volunteers.

8.4. Certificates of Insurance. The CONSULTANT shall provide certificates of insurance with original endorsements to the CITY as evidence of the insurance coverage required herein.

9. ASSIGNMENT AND SUBCONTRACTING.

9.3 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.

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

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

10. COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND REGULATIONS.

The CONSULTANT shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.

CONSULTANT’s failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section.

CITY. 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.

11. CONFLICT OF INTEREST.

12. NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE.

12.2 CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by CITY 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.

12.4 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. 733
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12.5 CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

13. RECORDS AND AUDITS.

The CONSULTANT shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY or any authorized representative. All records shall be made available at the request of the CITY, with reasonable notice, during regular business hours, and shall be retained by the CONSULTANT for a period of three years after the expiration of this Agreement.

13.1 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 CITY Finance Department.

13.2 Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by CITY’s Finance Department of unresolved audit issues.

The request for review will be submitted in writing.

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

13.4 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 734
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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, CITY, 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 CITY 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 CITY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, CITY 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.

If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, CITY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 735
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IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

14. OWNERSHIP OF DOCUMENTS.
except the CONSULTANT’s notes and workpapers, copyright and IP which pertain to the work performed under this Agreement. The CITY shall have the sole right to use such materials in its discretion and without further compensation to the CONSULTANT. Consultant shall grant CITY an irrevocable, non-exclusive, non-transferable, royalty-free license to use the Proprietary Intellectual Property developed under this Agreement. CITY shall indemnify, defend and hold harmless Consultant for any use or re-use of said final professional work product for any other purpose than its original intended use. Any use or re-use for another project or project location shall be at CITY’s sole risk. The CONSULTANT shall at its sole expense provide all such documents to the CITY upon request.

15. INDEPENDENT CONSULTANT.

The CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are in any manner agents or employees of the CITY. The CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent unless that authority is expressly authorized in writing by CITY. By executing this Agreement, CONSULTANT confirms and asserts that A) they shall be responsible to direct their own work and are free from CITY control in the precise manner and details of how the work is carried out; B) that the work performed by CONSULTANT is understood to be outside 736
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the scope of the usual course of business carried out by the CITY; and C) that CONSULTANT is customarily engaged in an independently established trade, occupation, or business of the same nature of that performed for the CITY.

15.1 If CONSULTANT, at any time comes to believe that they are an employee and not an independent CONSULTANT, CONSULTANT shall immediately notify the CITY of such belief.

16.2 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, CITY 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 CITY 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 CITY procedures; and credit CITY 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 CITY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by CITY.
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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.

For breach or violation of this warranty, CITY 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.

18. PROHIBITION OF EXPENDING CITY, STATE, OR FEDERAL FUNDS FOR LOBBYING The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

18.1 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.

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

19.2 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.

CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

20.1 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”. 739
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CONSULTANTs who enter into a federally-funded agreement will assist the CITY in a good faith effort to achieve California's statewide overall DBE goal.

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.

20.4 Contract Assurance
Under 49 CFR 26.13(b):

Termination of DBE Subconsultants
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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 CITY: