Attachment 4 - Transtech PSA.pdf — Rialto City Council, July 25, 2023

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PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF RIALTO AND
TRANSTECH ENGINEERS, INC.

THIS SERVICES AGREEMENT ( herein “Agreement”) is made and entered into this 25th day of J uly, 2023, by and between the City of Rialto, a m unicipal corporation and California general law city (“City”), and Transtech Engineers, Inc., (“Consultant”). City and Consultant are sometimes individually re ferred to as “Party” or collectively as “Parties”.

RECITALS
A. City has sought, by Request for Proposals No. 23-016, the performance of professional services related to provid ing full-servic e construction management, inspection and mater ials testing ser vices for the Baseline Road Median Projec t, City Project No. 170813, as defined and described particularly in Article 1 of this Agreement.

B. Following the submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, Consultant was selected by the City to perform those services.

C. Pursuant to Chapter 2.48 of the Rialto Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to for malize t he selection of Consultant for the performance of thos e services defined and descr ibed particularly in Article 1 of this Agreement and desire that the te rms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 S cope of Services.

In compliance with all term s and conditions of this Agr eement, Consultant shall provide those professional services associat ed with (providing full-service constr uction management, inspection and m aterials testing services for the Baseline Road Median Project, City P roject No. 170813, and as specifi ed in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which services may be referred to herein as the “ser vices” or “work” hereunder. As a material inducement for City to enter into this A greement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessar y to properly perform the services required under this Agreement in a thor ough, competent, and professional manner, it meets all local, state, and f ederal requir ements in performing the services, and it is Page-2 Revised 3/8/23
experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, com petently, and to the best of its ability, experience, and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for th e purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals No. 23-016; and, (4) the Consultant’s signed, original proposal submitt ed to the City (“Consultant’s Proposal”), (collectively referred to as th e “Contract Documents”). The Contract Documents and Accepted Proposal shall be inco rporated herein by this reference as though fully set forth herein. In the event of any incons istency between the Scope of Services, Consultant’s Proposal, and/or this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed c oncerning, and shall re nder all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any federal, state, or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees, and Assessments.

Consultant shall obtain, at its sole co st and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consult ant warrants that Consultant (i) has thoroughly investigated and cons idered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions a ttending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencem ent of services hereunder . If Consultant discovers any latent or unknown conditions that will materially affect the performance of the services hereunder, then Cons ultant shall immediately in form the City of such fact Page-3 Revised 3/8/23
and shall not proceed except at City’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the wo rk, and the equipment, materials, papers, documents, plans, studies, and/or other co mponents thereof, to prevent losses or damages, and shall be responsible for all su ch damages to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Prevailing Wages.

Consultant is aware of the requirements of California Labor Code Section 1720, et seq. and 1770, et seq., as well as California Code of R egulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of pr evailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” projects. It is the understandi ng of City and Consultant that the Prevailing Wage Laws may not apply to this Agreement because t he Agreement does not involve any services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder. However, Consultant shall defend, indemnify, and hold City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or all eged failure to comply with the Prevailing Wage Laws.

1.8 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless specified in this Agreement, neither Party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to , or deducting from said work. No such extra work or change may be undertaken unless a written order is first given by the Contract Officer to the Consultant, describin g in detail the extra work or change and the reason(s) therefor and incorpor ating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work or change, and/or (ii) the time to perform this Agreement, which said adjustments shall be reflected in an amendment to the Agreement subject to the written approval of the Parties. Any amendment to this Agreement shall be reviewed and approved by the City Manager. In accordance with Rialt o Municipal Code section

2.48.180, increases in compensation of th is Agreement may be approved by the City Manager provided: (a) the initial Contract Sum was less than One Hundred Thousand Dollars ($100,000) and the amended Contract Sum when considering any or all amendments will not exceed One Hundred T housand Dollars ($100,000); or (b) the Page-4 Revised 3/8/23
agreement was approved by the City Council and the increas es in compensation taken either separately or cumulativ ely do not exceed One Hundred Thousand Dollars ($100,000). Any greater increases, taken either separately or cumulatively must be approved by the City Council. Payment for additional services rendered by Consultant under this Agreement requires the submission of the actual cost s of Consultant’s performance of the extra work with the invoice(s) for the extra work claim(s), as provided in Section 2.4. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specific ally set forth in the S cope of Se rvices. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.

No claim for an adjustment in the contract amount or time for performance shall be valid unless the procedures established in this Section are followed.

ARTICLE 2. COM PENSATION AND METHOD OF PAYMENT

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Cos t P roposal” attached hereto as Exhibit “B” and incorporated herein by this reference. For the Initial Phase of Services (Pre- Construction), upon com mencement of this Agreement the total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Thirty-Six Thousand Two Hundred Dollars and No cents ($136,200) (the “Contract Sum”). The Contract Sum may also be increased for additional services pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compens
ation may includ e: (i) a lump sum payment upon
completion; (ii) payment in accordance wi th specified tas ks or the percentage of completion of the serv ices; (iii) paym ent for time and materials based upon the Consultant’s rates as specified in the Sc hedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for r eproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expens es of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall in clude the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

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Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual ex penses by the following categories: labor (by sub-category), travel, materials, equipmen t, supplies, and sub-contractor contracts.

Sub-contractor charges shall al so be detailed by such catego ries. Consultant shall not invoice City for any duplicate services performed by more than one person.

City may independently review each invoic e submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within thirty (30) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice sh all be returned by City to Consultant for correction and resubmission.

2.5 No Waiver.

Review and payment by City to Consultant of any invoic e for work performed by Consultant pursuant to this Agreement shall not be deemed a waiver of any defects in work performed by Consultant or of any ri ghts or remedies prov ided herein or any applicable law.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perfor m all services within the time period(s) established in the “Schedule of Pe rformance” attached hereto as Exhibit “C” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performanc e may be approved in writing by the Contract Officer.

3.3 Force Majeure.

The time period(s) specified in the Sc hedule of Performance for performance of the services rendered pursuant to this Ag reement shall be extended because of any delays due to unforeseeable causes bey ond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embar goes, wars, litigation, and/or acts of any Page-6 Revised 3/8/23
governmental agency, including t he City, if the Consultant s hall, within ten (10) days of the commencement of such delay, notify the Cont ract Officer in writing of the causes of the delay. The Contract Officer shall ascert ain the facts and the ex tent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer shall extend the time for performance in accordanc e with the procedures set forth in Section

1.9. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Cons ultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through completion of the services related to Request for Proposals No. 23-016, (the “Project”), and as identified in the Schedule of Performance, Exhibit “C”.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Ahmad Ansari Principal

Okan Demirci Principal Pro ject Manager

It is expressly understood that the ex perience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, t he Principals shall be responsib le during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only co mpetent personnel to perform services pursuant to this Agreement . Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the serv ices required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Ag reement, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or subcontractor of Consultant, Consultant shall, immediately upon a Reassign Notice from City of such desire of City, reassign such persons or persons.

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4.2 Status of Consultant.

Consultant shall have no authority to bi nd City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressl y conferred under this Agreement or is otherwise expressly conferred in writing by City. C onsultant shall not at any time or in any manner represent that Cons ultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers , employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care, or any other benefits whic h may otherwise accrue to City’s employees. Consultant expressly waives an y claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the City Manager or other such person designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.

Unless otherwise specified herein, any appr oval of City requir ed hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City M anager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, it s agents or employees, perform the services required herein, except as otherwise set fort h herein. City shall have no voice in the selection, discharge, supervi sion or control of Consult ant’s employees, servants, representatives, or agents, or in fixing their number, compensat ion, or hours of service.

Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contra ctor with only such obligations as are consistent wit h that role. Consultant sha ll not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a join t venturer or a me mber of any joint enterprise with Consultant.

4.5 Prohibition Against Subc ontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals and employees were a substantial inducement fo r the City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written appr oval of the City. In addition, neither this Agreement nor any in terest herein may be transferred, assigned, conveyed, hypothecated, or enc umbered voluntarily or by oper ation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty fi ve percent (25%) of the pres ent ownership and/or control Page-8 Revised 3/8/23
of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the C onsultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, I NDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Cit y, during the entire term of this Agreement including any extension thereof, the following policies of in surance which shall cover all elected and appointed officers, employees, and agents of City:
(a) Comprehensive General Liabili ty Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensiv e general liability insurance written on a per occurrence basis for bodily injury, personal injury, and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then th e general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insur ance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall i ndemnify, insure, and provi de legal defense for both the Consultant and the City against any loss, clai m, or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, and hired cars.
(d) Professional Liabilit y. Professional liability insurance appropriate to the Consultant’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liabili ty. The professional liability insurance required by this Agreement must be endors ed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreemen t. During this additional 5-year period, Consultant shall annually and up on request of the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements.
(f) Subcontractors. Consultant s hall include all subcontractors as insureds under its policies or shall furn ish separate certific ates and certified Page-9 Revised 3/8/23
endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

All of the above policies of insurance s hall be primary insurance and shall name the City, its elected and appointed officers, employees, and agents as additional insureds, and any insurance maintained by City or its officers, employees, or agents shall apply in excess of, and not contribute with, Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees, and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any time.

Any failure to comply with t he reporting or other provisi ons of the policies including breaches or warranties shall not affect coverage provided to City.

City, its respective elected and appointed offi cers, directors, officials, employees, agents and volunteers are to be co vered as additional insureds as respects: liability arising out of activities Consultant perfo rms; products and comple ted operations of Consultant; premises owned, occupied or us ed by Consultant; or automobiles owned, leased, hired or borrowed by Consultan t. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the r equirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit t he Consultant’s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Ag reement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance Page-10 Revised 3/8/23
that the Consultant is required to maintain pu rsuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Cons ultant agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against any and all actions, either judi cial, administrative, arbitr ation or regulatory claims, damages to persons or property, losses, cost s, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claim s or liabilities”) that may be asserted or claimed by any pers on, firm or entity arising out of or in connection with the negligent performance of the work, operations, or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors ”), arising from Consultant’s reckless or willful misconduct, or arising from Consultant ’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will prom ptly pay any judgment rendered against the City, its officers, agents, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Cons ultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its offi cers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents, or employees, any and all costs and expenses incurred by the City, its officers, agents, or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar, indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional serv ices hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest ex tent permitted by law, shall appl y to claims and liabilities resulting in part from City’s negligence, except that desi gn professionals’ indemnity hereunder shall be limited to claims and li abilities arising out of the negligence, recklessness, or willful misconduct of the des ign professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

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5.4 Sufficiency of Insurer or Surety.

Insurance required by this Agreement s hall be satisfactory only if issued by companies qualified to do business in California , rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the Cit y (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years dur ation, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of lo ss to the City, the Consult ant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager Consultant.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled c hecks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.

Any and all such documents shall be maintai ned in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy , audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissoluti on of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the serv ices required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledg es that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or event s that may or will materially increase or decrease the cost of the work or services contemplated herein or , if Consultant is providing design services, the cost of th e project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consul tant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

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6.3 Ownership of Documents.

All drawings, specifications, maps, designs , photographs, studies, surveys, data, notes, computer files, reports, records, documents and ot her materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any us e, reuse or assignment of such completed documents for other projects and/ or use of uncomplet ed documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Cons ultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts em bodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Cons ultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work produc t to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employ ees, agents or subcontractors, shall not, without prior written authoriz ation from the Contract Offi cer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of su ch court order or subpoena.
(c) If Consultant, or any officer, em ployee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subc ontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, in terrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed ther e under. City retains th e right, but has no obligation, to represent Cons ultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to disco very requests provided by Consultant.

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However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, c onstrued, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or ma tter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Eastern Division.

7.2 Disputes; Default.

In the event that Consult ant is in default under the te rms of this Agreement, the City shall not have any obligat ion or duty to continue com pensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under th is Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

Page-14 Revised 3/8/23

7.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provisio n or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by Cit y of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of t he Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any defaul t, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other re medy consistent with the purposes of this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for terminati on for cause. City re serves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termi nation is due to the fault of the Consultant, the period of notice may be such shorter ti me as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of not ice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compens ation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedul e of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of th e work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 7.2.

Page-15 Revised 3/8/23

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to comple tion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigat e such damages), and City may withhold any payments to the Consultant fo r the purpose of set-off or par tial payment of the amounts owed the City as previously stated.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indi rectly, which would conflict in any manner with the interests of City or wh ich would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontract or without the express writt en consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such offi cer or employee participate in any decision relating to the Agreement which effects his financ ial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third par ty any money or other consideration for obtaining this Agreement.

Additionally, pursuant to Rialto Munici pal Code section 2.48. 145, Consultant represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the City by blood or marriage within the third degree which would subject such officer or employee to the pr ohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Consultant attests under penalty of perjury, personally and on behalf of Consultant, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in Ca lifornia Government Section 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section Page-16 Revised 3/8/23
1090, with any City of Rialto el ected or appointed official or employee, except as specifically disclosed to the City in writing.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itse lf, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, gender identity, marital status , national origin, ancestry, or other protected class in the performance of this Agreem ent. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their ra ce, color, creed, religion, sex, sexual orientation, gender, gender identity, marital st atus, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized a liens for the performance of work and/or services covered by this Agreement, and should any liabili ty or sanctions be imposed against City for such use of unauthorized ali ens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanc tions imposed, together with any and all costs, including attorney’s fees, incurred by City.

ARTICLE 9. MISCE LLANEOUS PROVISIONS

9.1 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space (“City Facilities”), as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The locati on, quality, and time of furnishing of City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any di rect expense, including but not limited to computer, long distance teleph one, network data, internet, or other communication charges, vehicles, and reproduction facilities.

9.2 Payment of Taxes.

Consultant is solely responsible for t he payment of employment taxes incurred under this Agreement and any federal and state taxes.

9.3 Notices.

All notices or other comm unications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid Fi rst Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent Page-17 Revised 3/8/23
by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by mess enger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notic e, request, demand, di rection, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not accept able manners of notice required hereunder.

Notices or other communications shall be addressed as follows:

If to City: City of Rialto
150 S. Palm Ave.

Rialto, CA 92376
Attn: Acting City Manager
Tel: (909) 820-2525
Fax: (909) 820-2527

With copy to: Burke, Williams & Sorensen, LLP
1770 Iowa Avenue, Suite 240
Riverside, CA 92507
Attn: Eric S. Vail, City Attorney
Tel: (951) 788-0100
Fax: (951) 788-5785

If to Consultant: Transtech Engineers Inc.
13367 Benson Avenue
Chino, CA 91710
Attn: Ahmad Ansari, Principal
Tel: (909) 595-8599
Fax: (909) 590-8599

Either Party may change its address by notif ying the other Party of the change of address in writing.

9.4 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.5 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.6 Integration; Amendment.

Page-18 Revised 3/8/23
This Agreement including the attachment s hereto is the entir e, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between t he Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between t he Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City. The Parties agree that this requirement fo r written modifications cann ot be waived and that any attempted waiver shall be void.

9.7 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared in valid or unenforceable by a valid judgment or decree of a court of co mpetent jurisdiction, such invalidity or unenforceability shall not affect any of th e remaining phrases, sentences, clauses, paragraphs, or sections of th is Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.8 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]

Page-19 Revised 3/8/23
IN WITNESS WHEREOF , the parties hereto have exec uted and entered into this Agreement on the date first written above.

CITY: CONSULTANT:

CITY OF RIALTO, a municipal TRANSTECH ENGINEERS, INC.
corporation

B
y: B y:

Arron Brown Ahmad Ansari
Acting City Manager Principal

ATTEST:

B
y: B y:

Barbara A. McGee Okan Demirci
Cit y Clerk Principal Pro ject Manager

APPROVED AS TO FORM:

Burke, Williams & Sorensen, LLP

B
y: **Two signatures are required if a
corporation** Eric S. Vail
Cit y Attorney

A-1
EXHIBIT “A“

SCOPE OF SERVICES

Consultant shall provide providing full-service construction management, inspection and materials testing services for the Baseline Road Median Project, RFP 23- 016, City Project No. 170812 . Specifically, Cons ultant shall provide those services as outlined in its proposal dated March 16
th, 2023, included on the following pages.

C. UNDERSTANDING CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES C.2 Work Proposal
RFP #23-016, BASELINE ROAD MEDIAN PROJECT

CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES

APPROACH
Project Execution Approach:

We have a structured approach to execute projects in an efficient manner that makes Transtech capable of providing the City with an efficient and quality product. Transtech has established guidelines and policies, including written manuals on quality control, project management, and design procedures for its staff and for its contract cities. These guidelines ensure a consistent approach to the execution of assignments undertaken by our organization in compli ance with City’s specific procedures, standards and requirements. The following paragraphs describe our ge neral approach to deliver projects in an efficient and cost-effective manner.
x Project Management: Our approach is to provide proactive management and attempt to identify potential issues and problems in advance and take corrective actions be fore they become problems. This requires extensive hands-on knowledge, experience and management skills of the people involv ed in managing the project. Our team members have extensive experience and proven trac k record in managing large and complex projects and bringing them to a completion on time and within budget. x Approach to Cost Control and Change Orders: We evaluate project costs and develop feasible mitigation measures to minimize additional costs. We work as a tea m to solve problems or make modifications in the field to address unforeseen conditions or owner generated changes in a cost-effective manner. x Approach to Scheduling and Timely Completion of Project and Schedule Recovery: The baseline schedule should properly identify the project scope, critical path, projec t milestones, target dates, phases and sequences of work, and activity durations. When significant activities show that they are slipping from the baseline, we work with the contractor to develop recovery plans.
x Management of Documents: We use an electronic file management syst em. All construction forms, daily dairies, weekly statement of working days, etc. are stored in our electronic file system, and are per Caltrans documentation system. We provide these documents at the end of the project to the client in organized files as well as pdf files. x Safety and Security: We hold meetings with the contractor to review and discuss safety and security requirements, OSHA conformance, emergency security and safety procedures, and enforce security and safety responsibilities. x Funding Closeout: We prepare necessary closeout documentation required by the funding agencies, submit final reimbursement documentation, follow-up on the reimbursements, and final funds balance report. x Project Closeout: We recognize that closeout is an important part of the construction process. It signifies that the new facility structure is ready to use. We methodically ha ndle all closeout tasks to ensure a smooth transition from construction to occupancy.
x Methodology for Communication to Inform City on Work Progress: Key project team members will attend periodic project progress meetings with City staff throughout the project duration. x Electronic common project information and file sharing platform: We create and provide access to project participates a common project information and file sharing platform.

Work Plan/Scope of Work:

For construction contract administration, we follow guidelines described in Caltrans Local Assistance Procedures Manual (LAPM). Maintaining complete an d accurate files is a very important aspect of managing federally funded projects. Generally, whenever the local agency is unable to produce requested data or information, it is assumed by review ing personnel that the required actions were either never performed or not properly recorded. Orga nized project files can minimize these negative assumptions. Organization and content of the project file is one indicator of effective and efficient management of the project by the resident engineer.

Caltrans Local Assistance Procedures (LAPM):

LAPM has been prepared to aid California local ag encies scope, organize, design, construct and maintain their public transportation facilities when they seek Federal Highway Admi nistration (FHWA) funded federal- aid or state funding. This manual describes the pr ocesses, procedures, documents, authorizations, approvals and certifications, which are required in order to receive federal-aid and/or state funds for many types of local transportation proj ects. Chapter 16 of LAPM covers the topics beginning with project supervision, contract time, subcontractors, Engineer’s daily reports, projects files, construction records and procedures, safety provisions, labor compliance, eq ual opportunity employment, disadvantaged business enterprise, contract change orders, material sampling and testing, and traffic safety in the highway and C. UNDERSTANDING CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES C.3 Work Proposal
RFP #23-016, BASELINE ROAD MEDIAN PROJECT

CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES street zones. Maintaining complete and accurate file s is a very important aspect of managing federally funded projects. Generally, whenever the lo cal agency is unable to produce requested data or information, it is assumed by reviewin g personnel that the required action s were either never performed or not properly recorded. Organized project files can mi nimize these negative assumptions. Organization and content of the project file is one indicator of effect ive and efficient management of the project by the resident engineer.

FOR REFERENCE, FOLLOWING IS A SUMMARY OF LA PM “CHAPTER 16-ADMINISTER CONSTRUCTION CONTRACTS” ON FEDERALLY FUNDED PROJECTS:

On Federally Funded Projects, the process shall comply with and follow policies and procedures described in the Caltrans Local Assistance Procedures Manual (LAPM) with special attention to Chapter 16 to ensure the project complies with federal funding requirements.

Bidding: Bidding phase is covered in Chapter 15 of LAPM. The administering agency is required to retain the following completed documents for the successful bidder in the project file:
x Exhibit 15-G1: Construction Contract DBE Commitment
x A list of bidders and total amounts bid with an item-by-item breakdown x The Non-collusion Affidavit
x Exhibit 15-I: Local Agency Bid Opening Checklist
Contract Award: The contract award is a critical milestone for all fe deral-aid projects. At this point, the administering agency must have a complete financial package assuring adequate funding for the project. The administering agency shall award federal-aid contracts on the basis of the lowest responsive and responsible bidder. It is the administering agency’s responsibility to assure that all successful bidde rs are licensed contractors upon award of any contract incorporating State or federal-aid funds. No project shall be advertised for bids , nor shall any project work (by contract or other than contract) be undertaken, and no materials shall be purchased on any federal-aid project, prior to issuance of Authorization to Proceed by Ca ltrans or the FHWA. Violation of this requirement will result in the project ineligible for federal funding.

Post-Award Reviews: The administering agency should conduct post-award bid evaluations to assure against bid rigging. An adequate number of projects awarded over a sufficient time period should be evaluated. A period of approximately 5 years should be selected for an initial evaluation to determine if any abnormal competitive bid patterns exist.

Award Package: Prior to submitting the first invoice for the construction phase, and within sixty (60) days of contract award.

Resident Engineer: The Resident Engineer (RE) responsibilities include to identify changes in work activities, approve of alternate methods of construction, issue field orders, draft change orders, and file project records.

Pre--Construction Meeting: Coordinate and hold a pre -construction meeting between the City, including all relevant City department representatives, the design engineer, an d the chosen contractor. A ttendees may also include representatives from Metro, Caltrans, RR, utility companie s, Police and Fire Departments, PW Maintenance, Various other City Departments as necessary, Regulatory Agency Re presentatives, and any other Stake Holders as necessary.

This includes identifying a meeting location, prepar ing an agenda, attendance and participation in the pre-construction conference. Prepare meeting minutes for distribution to attendees.

Contract Administration: Assign Resident Engineer (RE) administers the construction contract.

Project Files: The project files should contain all data pertin ent to the work and to the requirements of the specifications. In general, project files will support:
x adequacy of file control
x conformance to contract specifications, and
x contract payments to the contractor
Organization of Files: Project files should be organized in a format similar order to include the information listed below:

1. Award Package
C. UNDERSTANDING CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES C.4 Work Proposal
RFP #23-016, BASELINE ROAD MEDIAN PROJECT

CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES

2. Project Personnel

3. Correspondence

4. Weekly Statement of Working Days

5. Quality Assurance

6. Engineer’s Daily Reports

7. Photographs

8. Contract Item Pay Quantity Documents

9. Monthly Progress Payment Item Qu antity Calculation Sheet, or similar

10. Change Orders (CO)

11. Progress Pay Estimates and Status of Funds

12. Labor Compliance and Equal Employment Opportunity (EEO) records

13. Disadvantaged Business Enterprise (DBE) Records
Construction Observation and Inspection: Assign an inspector to the project for inspection for the duration of construction. The Inspector shall be primarily responsible for the day -to-day observation of construction activities, including coordination of all construction methods, compliance with National Pollutant Discharge Elimination System (NPDES) / Storm Water Pollution Prevention Plan Best Management Practices, proper implementation of traffic control according to the latest California Manual on Uni form Traffic Control Devices and project plans, and verification that the overall work is completed in conformance with contract documents and applicable standards. Consultant Inspector will enforce compliance with contract terms through performance measurements, progress pay assessment, coordination, and progress meetings. Inspector will also monitor the Contractor’s progress of work and compare the progress of work against the approved baseline schedule. Inspector shall have required experience to inspect all elements of the project, including civil improvements, traffic signal improvements, roadway lighting systems, landscaping and irrigation, signi ng and striping, traffic control, and shall provide other elements included in the construction project.

Daily Reports: On federally funded projects, the LPA must write daily reports to document the work in progress. These daily reports may be written by the constr uction inspector, the Assistant RE and/or the RE, as project and staffing needs dictate. The daily report must document what work wa s performed, where and how it was performed, and who performed it. The details would be sufficient so that someon e not familiar with the project could re-create the events that occurred and review of the contractor’s costs to perform the work in a manner similar to force account. The report would also document significant events or conversations, and activities performed to ensure contract compliance.

Contract Time Monitoring: Review working days, contract time requirements, and document time extensions according to the requirements set forth in the bid specifications. Any contract time extension approvals should only be made if the justification demonstrates a delay to the controlling item(s ) of work in the contractor’s schedule. We will maintain a written record of project progress. This record should in dicate factors which may affect the work, such as, weather conditions, utility delays, strikes or labor disputes, and material shortages. Based on these factors a record of working days should be maintained, including Weekly Statement of Working Days.

Payment Source Documents: Prepare source documents to support payments made to the contractor.

Labor Compliance: Conduct random spot interviews with the Contractor’s employees and subcontractor’s employees on the project. On average, one report per week for each ope ration being performed is anticipated. The interview shall contain information similar to Caltrans Form CEM-2504.

Quality Assurance: Oversee that materials incorporated into the project are in conformance with the contract specifications and the City’s Quality Assurance Program (QAP). On certain projects an Independent Assurance (IA) may be required under federal guidelines. The IA pr ogram consists of activities that are unbiased and are an independent evaluation of all the sampling and testing procedures used in the acceptance program.

Progress Meetings: Once the Contractor is on site, arrange and conduct bi -weekly progress meetings with the City, Contractor, and other relevant project contributors.

Public Outreach: During construction, provide public outreach support for the City to nearby residents and businesses to provide project information, schedule, and street closure information to affected residents and businesses and other members of the public.

C. UNDERSTANDING CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES C.5 Work Proposal
RFP #23-016, BASELINE ROAD MEDIAN PROJECT

CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES Project Punch List: Conduct a final compliance inspection with the contractor and prepare a final list of items to be completed or corrected.

Record Drawings: Coordinate preparation of record drawings for the Project to ensure that markups provided by the Contractor and Consultant Inspector are int egrated by the design engineer into project as -built plans and cross-checked with construction submi ttals, RFIs, and change orders.

Acceptance Testing (AT) and City’s QAP: For the Acceptance Testing (AT), per approved City’s QAP, use materials laboratory certified to perform the required. The tests results are used to ensure that materials incorporated into the project are in compliance with the contract specifications. Testing methods will be in accordance with the CT Methods or a national recognized standard (i.e., AASHTO, ASTM, etc.) as specified in the contract specifications.

Sample locations and frequencies may be in accordance with the contract specifications. If not so specified in the contract specifications, samples shall be taken at the locations and frequencies as shown in City’s approved QAP.

Final Report of Expenditures: As described in Chapter 17 of LAPM, the lo cal agency is responsible for preparing and submitting to the DLAE the final report documents which co llectively constitute the Final Report of Expenditures. The final report provides key information required to initiate timely project closure and payment. The Report of Expenditures is required to be submitted within 6 months of project completion or completion of the last federally reimbursable phase if no Federal funds are utilized for Construction.

2. SCHEDULE AND BUDGET CONTROL
Schedule Control:

Transtech has a proven track record for completing projects on time. Part of our role as Project Managers is to develop, review, update and manage the project schedules and confirm that tasks are scheduled within reasonable and appropriate time frames. We constant ly review, monitor, and update the schedule to confirm it is in compliance with the original schedule and that related coordination with external/3 rd parties/regulatory agencies/utility companies, etc. are on track. If the look ahead schedule is not in compliance with the original schedule, we take appropriate actions to avoid potential delays. Our approach to Scheduling and Timely Completion of Project and Schedule Recovery includes having the contractor prepare a baseline schedule, which identifies the project scope, critical path, project milestones, target dates, phases an d sequences of work, and activity dura tions. When significant activities show that they are slipping from the baseline, we work with the contractor to develop recovery plans.

Cost Control and Change Order Management:

We evaluate project costs and develop feasible mitigation measures to minimize additional costs. We work as a team to solve problems or make modifications in the field to address unforeseen conditions or owner generated changes in a cost-effective manner.

A number of different factors can influence Costs an d the development of Change Orders on projects, which can result from either forese en or unforeseen condit ions. Our approach and strategy is structured based on minimizing cost and schedule impacts, while evaluating change orders in a timely, fair and equitable manner.

Our initial evaluation of a change order request incudes various elements:
x Is the proposed change order necessary to complete the work as contemplated at the time the plans and specifications were approved?
x Is the proposed work already covered in the contract? x What is the overall impact on the planned work?
x Will the proposed change order affect or chan ge the contractor’s planned method of performing the work?
x Will the ordered change cause a work-character change? x Will the contract time be affected?
x What are the impacts of adjusting contract time?
B-1
EXHIBIT “B”
“COST PROPOSAL”

Hourly rate Schedule 2
Work Proposal
RFP #23-016, BASELINE ROAD MEDIAN PROJECT

CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES Classification Classification Classification Classification Sr. Eng, PM, RE
Project
Management and
Controls
CM, Sr.

Supervising
Inspector
Sr. Inspector Office Eng/Insp
Support
Av. Hrly Rate Av. Hrly Rate Av. Hrly Rate Av. Hrly Rate $200 $175 $165 $150
30 20 5 20 75 $13,325
Duration
specfied in RFP 40 work days 40 40 320 160 560 $91,800
10 10 5 10 35 $6,075
80 70 330 190 670
$16,000 $12,250 $54,450 $28,500 $111,200
$20,000 14.68% $20,000
$5,000 3.67% $5,000
$136,200Total Estimated Budget (Transtech + Subconsultants) Sub-Consultants
Budget Allocation
MTGL, Inc. (DBE Firm)
DBE
Goal 18.00% DBE
Participation 18.36%
AVANT-GARDE, INC., (DBE Firm)
Post-Construction Phase Services (Project Close-out)
Total Hours (Transtech)
Total Fee (Transtech)
FEE

PROPOSAL
Total
Fee
Total
Hours
Construction Phase
Services
Pre-Construction Phase Services
C-1
EXHIBIT “C”
“SCHEDULE OF PERFORMANCE”
C. UNDERSTANDING CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES C.5 Work Proposal
RFP #23-016, BASELINE ROAD MEDIAN PROJECT

2. SCHEDULE AND BUDGET CONTROL
Schedule Control:

Cost Control and Change Order Management:

CONSTRUCTION MANAGEMENT, INSPECTION AND MATERIALS TESTING SERVICES x What methods of payment should be used?
x Are there sufficient contingency funds? If not, ca n additional funds be obtained soon enough to prevent delays?
x Does the proposed change adhere to the approved environmental document, existing permit conditions, utility obligations, and right-of-way agreements? Approach to efficient change order resolution:
x For the negotiations to be successful, it is import ant that the owner and the contractor be objective in their analysis of the cost and time to complete the work scope that is defined by the potential Change Order. Frequently, the process suffers because of diff ering personalities and from heightened emotions.

To be productive, the focus of the negotiations shou ld remain on the factual circumstances that are related to the Change Order.
x During negotiations, disagreements are often experienced, which can impede the progress for finalizing the Change Order. It is important to actively resolv e any disputes as they develop so that an accord between parties can be reached in a timely manner. This attention by the parties will help to minimize the filing of claims on a project.
x It is advantageous to both the owner and the contractor that potential Change Orders on a project are processed in a fair, equitable, and timely manner. The failure to do so most often results in an increased probability of extended disputes and claims between the owner and the contractor.

Project Partnering: Based on project’s size and complexity, Project Partnering may also be considered:
x Partnering is a relationship between the owner and the contractor, formed in order to effectively complete the contract to the benefit of both parties. Through trust, cooperation and teamwork, the goal is to resolve conflicts at the lowest possible level. x Generally, the costs related to Project Partnering ar e shared between the owner and the contractor. If formal Project Partnering is desired, it should be specified in the contract specifications. Informal partnering may also be beneficial and does not require contract provisions to be implemented.

3. PROJECT MANAGEMENT TOOLS
Experience and Knowledge in Utilizing Project Control Systems:

Project controls are essential to keep complex construc tion projects on budget and on time. They help teams and stakeholders identify emerging risks earl y, before they become expensive, time-consuming problems. With advance warning, these issues can be mitigated or avoided altogether. Project controls also give leadership the data they need to set realis tic expectations, manage subcontractors, and plan with confidence. During the course of a project, projec t managers use controls to monitor time and cost expenditures and compare them to project lifecycle foreca sts. They also rely on them to coordinate onsite execution with the milestones established during the design, procurement, entitlement, and pre- construction stages.

Our staff has experience with all of the major docu ment control software systems including Procore, Autodesk ConstructWare (which has now become Construction Cloud), and Primavera P6. In our experience, all major control software programs w ork basically the same way and adapting from one software offering to another has a fairly small lear ning curve. Because the specific software is generally a choice made by the prime contractor, our staff is ready to partner with any user of any program.

4. PROJECTS THAT RESULTED IN DEFAULT OR TERMINATION OF PRIME CONTRACTOR None.

Rialto City CouncilJuly 25, 2023

Rialto City Council
July 25, 2023