Santa Rosa City Council
September 24, 2024

MASTER FUNDING AGREEMENT

BETWEEN THE METRO POLIT AN TRANSPORTATION COMMISSION
AND

THE CITY OF SANTA ROSA

PLANNING, PROGRAMMING,

TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
FOR
FISCAL YEARS 2018-19 through 2027-28
ATTACHMENT 1

TABLE OF CONTENTS

ARTICLE PAGE

1. 0 GENERAL......................................................................................................................... 1

2. 0 INTERAGENCY AGREEMENT ADMINISTRATION .............................................. 2

3. 0 FUNDING..............:...........::....:......................................................................................... 2

4. 0 TERM:...:...........:.:..................................................:.:.:.:.:................................................... 2

5. 0 PAYMENT ............. ....................................................... ..................................... ............ ... 3

6. 0 DELAYS AND FAILURE TO PERFORM ................ :............................. ...:::::::.::::.::.:.. 3 7, 0 AMENDMENTS ................................................... ...........................................

8. 0 TERMINATION....................................................... ....................................... :.:...:.:.:.:.::. 4

9. 0 USE OF THIRD PARTY CONTRACTS............................................................:.....:.... 4

10. 0 INDEMNIFICATION...................................................................................................... 4

11. 0 LAWS AND REGULATIONS......................................................................................... 4

12.0 RECORDS......................................................................................................................... 5

13. 0 AUDITS............................................................................................................................. 5

14. 0 SUBCONTRACTS............................................................................................................ 5

15. 0 PROHIBITED INTERESTS........................................................................................... 6

16. 0 ORGANIZATIONAL CONFLICTS OF INTEREST .................................................. 7

17. 0 CHOICE OF LAW........................................................................................................... 7

18. 0 PARTIAL INVALIDITY..............::......................`................................................. 8

19. 0 NO THIRD PARTY BENEFICIARIES......................................................................... 8

20. 0 ORDER OF PRECEDENCE; EXHIBITS ....... :.:.......... .................................................. 8 EXHIBIT A, FORM OF SUPPLEMENT.................................. s.............................:..:::.::.,::.:.. 9 EXHIBIT B- 1, ADDITIONAL TERMS AND CONDITIONS ( GENERAL) ....................... 11 EXHIBIT B- 2, ADDITIONAL TERMS AND CONDITIONS ( FEDERALLY REQUIRED CLAUSES)...........................................................................:....................................................... 12 CERTIFICATION OF RESTRICTIONS ON LOBBYING .................................................. 20 EXHIBIT B-3, ADDITIONAL TERMS AND CONDITIONS ( STATE REQUIRED CLAUSES)................................................................................................................................... 21 EXHIBIT B- 4, ADDITIONAL TERMS AND CONDITIONS ( PREVAILING WAGE

RATES, APPRENTICESHIPS, AND PAYROLL RECORDS, NON FEDERALLY FUNDEDAGREEMENTS) ......... ..:.................................................:......................................... 34 EXHIBIT 0- 5, ADDITIONAL TERMS AND CONDITIONS ( PREVAILING WAGE

RATES, APPRENTICESHIPS, AND PAYROLL RECORDS, FEDERALLY FUNDED AGREEMENTS)......................................................................................................................... 35 EXHIBIT B- 6, ADDITIONAL TERMS AND CONDITIONS ( RMI, RM2, AB 1171) ....... 40 EXHIBIT B- 7, ADDITIONAL TERMS AND CONDITIONS ( STP) .................................... 47 EXHIBIT C, FORM 10- C ................................................ ...................................... .... .................. 51

MASTER FUNDING AGREEMENT

BETWEEN METROPOLITAN TRANSPORTATION COMMISSION

AND THE CITY OF SANTA ROSA

FOR PLANNING, PROGRAMMING,

TRANSPORTATION, TRANSIT, LAND USE AND OTHER PROJECTS
This MasterFundingAgreement, effectiveasof September1, 2018 (this "MasterFunding Agreement" or " Agreement"), is entered into by and between the Metropolitan Transportation Commission ( hereafter " MTC"), a regional transportation planning agency established pursuant to California Government Code sections 66500 et seq., and the City of SantaRosa, a municipal corporation ( hereafter " AGENCY"). MTC andAGENCY arecollectively referredto hereinas "the Parties."

WITNESSETH
WHEREAS, MTC has been designated as the Metropolitan Planning Organization MPO" - federal) andthe RegionalTransportationPlanningAgency ("RTPA" - state) for the San Francisco Bay Region; and
WHEREAS, MTC from time to time expects to provide funds available to it as the MPO, the RTPA, or otherwise; to AGENCY; and
WHEREAS, it is expectedthat thesefundswill beusedfor planning, programming, transportation, transit, land use or other projects relevant to MTC or its statutory purposes (the Project" or " Projects"); and
WHEREAS, the Parties wish to set forth the terms and conditions under which MTC may from time to time provide funding to AGENCY for the period from September 1, 2018 through June 30, 2028; and
WHEREAS, before MTC will make Project funds available under this Agreement, MTC and AGENCY will enter into a Supplement to this Master Funding Agreement in substantially the same form as Exhibit A to this Agreement (" Supplement" or " Project Supplement') to establish the terms and conditions governing each Project.

NOW, THEREFORE, the Parties hereto agree as follows:

1. 0 GENERAL
This MasterFundingAgreementshall haveno force andeffect with respectto a Projector anyportion thereofunlessanduntil a Supplementin substantiallythe sameform asExhibit A to this MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19 to FY 2027-28

Agreement has been fully executed by both MTC and AGENCY with respect to each Project funded under this Agreement. Each Project Supplement shall include the following:
a. Project description or scope of work;
b. Maximum Project funding;
C. The terms and conditions reflected in Exhibits B- 1 through B- 7 to this Agreement, when required;
d. Additional covenants, conditions, restrictions or reporting requirements, when required or desired;
e. Identification of MTC and AGENCY Project managers; and f. The estimated Project budget and payment milestones.

Upon execution by MTC and AGENCY. of a Project Supplement, AGENCY shall complete the particular Project and MTC shall fund the Project in accordance with the terms of this Agreement and the Project Supplement.

2. 0 INTERAGENCY AGREEMENT ADMINISTRATION
The administration of this Agreement shall be performed by MTC staff. Day- to-day management of individual Projects shall be assigned to the AGENCY and MTC Project Managers identified in the particular Project Supplement.

3. 0 FUNDING
A. Funding to AGENCY shall bethe sumof thefunding payableto AGENCY under each Supplement.

B. AGENCY andMTC jointly agreeto exerttheir bestefforts to manageeachProjectin such a way that prevents costs from exceeding estimated Project budgets.

C. AGENCY travel expensesandper diem ratesshallnot exceedthe ratesspecifiedby the State of California Department of Personnel Administration for similar employees (i.e. non- representative employees).

4. 0 TERM
The term of this Agreement shall commence on September 1, 2018 and end on June 30, 2028 Term"), unless sooner terminated as provided herein,. The Term may be extended by mutual written agreement of both Parties prior to the expiration of the Term.

MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

5. 0 PAYMENT
AGENCY shall submit Project. invoicesto MTC in the format andat the frequencyprovided in therespectiveProjectSupplement. PaymentshallbecontingentuponAGENCY'ssatisfactory completion of the Project or Project milestones. Requests for reimbursement of travel expenses shall include supportingdocumentation. Invoicesshallbereviewedandapprovedby MTC assoonas practicable, which approvalshallnot be unreasonablywithheld. MTC shallpromptly notify AGENCY in the event payment of all or part of an invoice is not approved and the reasons therefor.

Upon suchnotice, the Partiesshallpromptly endeavorto resolvethe issuepreventingpayment.

Invoicesshallbe paid by MTC within thirty (30) daysof receiptof invoice or approvalof payment previously withheld, which shall be subject to the review and approval of MTC' s Project Manager or a designatedrepresentative. AGENCY may submit invoicesvia email to MTC at acctpayna,mtc.ca.gov or by U.S. Mail asfollows:

Attention: Accounting Section
Metropolitan Transportation Commission
Bay Area Metro Center
375 Beale Street, Suite 800
San Francisco, CA, 94105

6. 0 DELAYS AND FAILURE TO PERFORM
WhenevertheAGENCY encountersanydifficulty thatwill significantly delaytimely performance of work, the AGENCY shall notify MTC in writing. The parties agree to cooperate to work out a mutually satisfactory course of action.

If MTC determinesthat (a) theAGENCY' s failure to completeaproducton a timely basisis due to causessolely within the AGENCY' s control; and/or (b) the AGENCY has failed to reasonablymitigate suchfailure, MTC may imposesuchsanctionsasit may determineappropriate.

Sanctionsmay includewithholding of commensuratepaymentdueunderthis Agreementuntil compliance is achieved.

7. 0 AMENDMENTS
This Agreement or any Supplement may be amended by agreement of the Parties. All such amendmentsshall bein writing andexecutedby the authorizedrepresentativesof eachParty. The MTC Project Manager is not an authorized representative.

MTC/City of SantaRosa
Funding Agreementfor FY 2018-19to FY 2027-28

8. 0 TERMINATION
Either party may terminate this Agreement, or applicable Supplement(s), at any time without cause upon ninety ( 90) days' written notice to the other party. Upon termination, AGENCY shall invoice MTC for anamountrepresentingtheactualcostof work performedup to thedateof termination for which AGENCY has not been previously reimbursed. In no event shall the maximum funding payableunderthis Agreement, asit may be adjustedby awritten amendment, be exceeded. Upon payment of the amount due, MTC shall be under no further obligation to AGENCY, monetarily or otherwise. Additionally, if a party fails to perform as specified in this Agreement, the other party may terminate all or part this Agreement for default. Termination shall be effected by serving a thirty ( 30). day advance written notice of termination on the defaulting party, setting forth the manner in which party is in default. If the defaulting party does not cure the breach or describe to the other party' s satisfaction a plan for curing the breach within the thirty ( 30) day period, the non -defaulting party may terminate this Agreement for cause. In the event of such termination for cause, defaulting party will be entitled only, to those costs incurred for already completed work, not to exceed the maximum amount payable under this Agreement for such work, however, in noeventshallthenon -defaultingpartyberequiredto reimbursethedefaultingpartyfor any costs incurred for work causing or contributing to the default.

9. 0 USE OF THIRD PARTY CONTRACTS
Subject to the terms of this Agreement and the applicable Project Supplement, AGENCY maysubcontractor subvenefundsto localagencies, consultantsorcontractorsfor to performwork or complete Projects pursuant to Project Supplements, without the prior written consent of MTC, providedAGENCYcomplieswith anyotherapplicablerequirementsof thisAgreementandthe applicable Supplement. hereto, and applicable federal and state requirements.

10. 0 INDEMNIFICATION
Except where prohibited by law, AGENCY shall indemnify, defend, and hold harmless MTC, its Commissioners, representatives, agentsandemployeesfrom andagainstall claims, injury, suits, demands, liability, losses, damagesand expenses, whether direct or indirect, including any and all costsandexpensesin connectiontherewith), incurredby reasonof anyactor failure to act of AGENCY, its officers, employeesor agents, or subconsultantsor any of them in connectionwith this Agreement.

11. 0 LAWS AND REGULATIONS
AGENCY shall comply with any and all laws, statutes, ordinances, rules, regulations or requirements of the federal, State of California ( State) and/or a local government, and of any agency MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027=28

thereof, including but not limited to the California Department of Transportation ( Caltrans) Local AssistanceProceduresManual, asthey existas of the effective dateof this Agreementand asthey may be amended in the future, which relate to or in any manner affect the performance of this Agreement or Supplement( s).

12. 0 RECORDS
AGENCY agreesto establish and maintain an accounting system conforming to generally accepted accounting principles ( GAAP) that is adequateto accumulate and segregatereasonable, allowable, and allocable Project costs. AGENCY further agreesto keep all records pertaining to all Project(s) for audit purposesfor aminimum of. (a) three (3) yearsfollowing final paymentto AGENCY, ( b) four ( 4) years following the last fiscal year under the Agreement; or (c) completion of any litigation, claim or audit, whichever is longest.

13. 0 AUDITS
AGENCY shall maintain and permit accessto AGENCY' s books, records, accounts, and any and all work products, materials, and other data related to this Agreement to MTC and MTC' s authorized representatives during all reasonable times during the Term and for the periods specified in Article 12for thepurposeof making anaudit, examination, excerptandtranscription. Such requirements shall extend to books, records, accounts, and any and all work products, materials, and other data of AGENCY' s subconsultants, if any. If applicable, should MTC request accessto the construction site and related field operations, MTC shall provide reasonable notice to AGENCY, and AGENCY shallprovide accessasit deemsreasonableandsafe, subjectto therights of theproperty owner if such owner is not AGENCY.

AGENCY further agrees to include in all its subcontracts hereunder exceeding $25,000 a provision to the effect that the subconsultant agreesthat MTC or any of MTC' s duly authorized representatives shall have accessto and the right to examine any directly pertinent books, documents, papers, and records of such subconsultant for the term specified above. " Subconsultant" is defined in Article 14.0 Subcontracts, below.

14. 0 SUBCONTRACTS
A. For purposes of this Agreement, " subconsultant" shall mean any consultant or contractor under contract with the AGENCY to perform Project work. Any subconsultants must be engaged under written contract with AGENCY with provisions allowing AGENCY to comply with all requirements of this Agreement. Failure of a subconsultant to provide any insurance required under MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

this Agreement shall be at the risk of AGENCY. MTC' s Project Manager shall be notified in writing of any substitution or addition of subconsultants.

For any Projectfundedby FTA, FHWA or Caltrans, AGENCY shall completeForm 10-C, asmay be revised by Caltrans from time to time, within thirty ( 30) days of executing an agreement with a subconsultant and submit it to MTC' s Project Manager, The current version of Foran 10- C is attached hereto as Exhibit C. MTC will not process payment of any invoice under the applicable Supplement relating to work by a subconsultant unless AGENCY shall have submitted to MTC a Form 10- C with respect to its contract with such subconsultant.

B. Nothing contained in this Agreement or otherwise, shall create any contractual relation between MTC and any subconsultants, and no subcontract shall relieve AGENCY of his/her responsibilities and obligations hereunder. AGENCY agreesto be as fully responsible to MTC for the actsandomissionsof its subconsultantsandof personseitherdirectly or indirectly employedby anyof them asit is for the actsandomissionsof personsdirectly employedby AGENCY.

AGENCY' s obligation to pay its subconsultants is an independent obligation from MTC' s obligation to make payments to AGENCY.

C. Applicable provisions of this Agreement shall be included in any subcontract or subconsultant agreement in excess of $ 25, 000 entered into under of this Agreement.

15. 0 PROHIBITED INTERESTS
No member, officer, employee or agent of MTC, during his/her tenure shall have any prohibited interestasdefinedby California GovernmentCodeSections1090, et seq., direct or indirect, in the Agreement or the proceeds thereof. Prohibited interests include interests of immediate familymembers, domesticpartners, and their employers or prospective employers.

Accordingly, AGENCY further covenantsthat it hasmadea completedisclosureto MTC of all facts of which AGENCY is awareupondueinquiry bearinguponanypossibleinterest, director indirect, that it believesanymember, officer, agentor employeeof MTC (or an immediatefamily member, domestic partner or employer or prospective employer of such member, officer, agent or employee) presently has, or will have in the Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to make such disclosure, if any, shall constitute grounds for cancellation and termination hereof by MTC.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

16. 0 ORGANIZATIONAL CONFLICTS OF INTEREST
AGENCY shall take all reasonable measures to preclude the existence or development of an organizationalconflict of interestin connectionwith work performedby subconsultantsunderthis Agreement. An organizational conflict of interest occurs when, due to other activities, relationships, or contracts, a firm or person is unable, or potentially unable, to render impartial assistanceor advice to MTC or AGENCY; a firm or person'sobjectivity in performingthe contractwork is or might be impaired; or afirm orpersonhasanunfaircompetitiveadvantagein proposingfor awardof a contract as a result of information gained in performance of this or some other agreement.

AGENCY shall not engage the services of any subconsultant on any work related to this Agreement if the subconsultant, or any employee of the subconsultant, has an actual or apparent organizational conflict of interest related to work or services contemplated under this Agreement.

If at any time during the term of this Agreement AGENCY becomes aware of an organizationalconflict of interestin connectionwith thework performedby a subconsultant hereunder, AGENCY shall immediately provide MTC with written notice of the facts and circumstances giving rise to this organizational conflict of interest. AGENCY' s written notice will also describe alternatives for addressing or eliminating the organizational conflict of interest. If at any time during the period of performance of this Agreement, MTC becomes aware of an organizationalconflict of interestin connectionwith performanceof anywork hereunderby a subconsultant, MTC shall similarly notify AGENCY: In the event a conflict is presented, whether disclosedby AGENCYor itssubconsultant, ordiscoveredby MTC, MTCwill considertheconflict presented and any alternatives proposed and meet with AGENCY to determine an appropriate course of action. MTC' s determination as to the manner in which to address the conflict shall be final.

Failure to comply with this section may subject AGENCY or its subconsultant or subcontractor to damages incurred by MTC in addressing organizational conflicts that arise out of work.,performed by, such subconsultant or.subcontractor, or to termination of this Agreement for breach.

17. 0 CHOICE OF LAW
All questions pertaining to the validity and interpretation of the Agreement shall be determined in accordance with the laws of the State of California applicable to agreements made and to be performed within the State.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

18. 0 PARTIAL INVALIDITY
If any term or condition of this Agreement is found to be illegal or unenforceable, such term or condition shall bedeemedstrickenandthe remainingtermsandconditionsshall remainvalid and in full force and effect.

19. 0 NO THIRD PARTY BENEFICIARIES
This Agreementisnot for thebenefit of any personor entity otherthanthe Parties.

20. 0 ORDER OF PRECEDENCE; EXHIBITS
The exhibits to this Agreement are incorporated and made part of this Agreement. In the event of a conflict in the provisions of this Agreement, any Supplement hereto, or the exhibits hereto incorporatedby referenceinto suchSupplement, the followingorder of priority shall beusedin resolving such conflict: the applicable Supplement shall have first priority, then the exhibits incorporated into such Supplement, then this Agreement.

IN WITNESS WHEREOF, this Agreementhasbeenexecutedby thepartiesheretoasof the day and year first written above.

METROPOLITAN TRANSPORTATION

COMMISSION
Steve He r, Executive Director

CITY OF SANTA ROSA
Clerk Attestation
JACONTRACnContracts-NewWasterFundingAgreements\City of SantaRosa\MasterAgreement. MTC. SantaRosafinal.docx

EXHIBIT A
MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

FORM OF SUPPLEMENT

SUPPLEMENT ONE TO MASTER FUNDING AGREEMENT
This Supplement Number 1 to Master Funding Agreement (" Supplement or " Project Supplement") is entered into this dayof , 2018, by and between the Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to California GovernmentCodesections66500et seq (hereafter "MTC") andthe City of SantaRosa, a municipal corporation ( hereafter " AGENCY") and supplements the Master Funding Agreement, dated , 2018, by andbetweenMTC andAGENCY.

Pursuant to this Supplement, MTC agrees to provide an amount not to exceed xxxx dollars xxx,xxx) in [describefunding source] to AGENCY to fund the [brief descriptionor title of project] asmore fully describedin Annex I hereto, the "Project"). The estimated budget and payment milestones for the Project are attached as Annex II hereto.

MTC will reimburse AGENCY for its actual eligible costs incurred for completed Project milestones or deliverables described in Annex II.

Project work will commence [ date]; and be completed no later than March 31, 2021.

The exhibitsto the MasterFundingAgreementthat areselectedbelow areattachedto this Supplement and incorporated herein by this reference:

Exhibit B- 1, Additional Terms and Conditions ( General), Paragraph A Exhibit B- 1, Additional Terms and Conditions ( General), Paragraph B Exhibit B-2, Additional TermsandConditions (FederallyRequiredClauses) Exhibit B- 3, Additional Terms and Conditions ( State Required Clauses) Exhibit B-4, Additional TermsandConditions (Prevailing WageRates, Apprenticeships, and Payroll Records, Non -Federally -Funded Agreements)
Exhibit B-5, Additional Terms and Conditions ( Prevailing Wage Rates, Apprenticeships; and Payroll Records, Federally -Funded Agreements)
Exhibit B-6, Additional Terms and Conditions ( Regional Toll Funds including RMI, RM2, and AB 117 1)
Exhibit B-7, Additional Terms and Conditions ( Regional Discretionary Federal Funds including STP and CMAQ)
Insert any additional covenants, conditions, restrictions or reporting requirements that apply to the Projectscopeof work or funding MTC is providing to,AGENCY.] Describe/attach any MTC or AGENCY resolutions, authorizations or approvals, or any otherkey documents, relevantto the applicableProjectscopeof work or funding sourceMTC is providing to AGENCY.]
MTC/ City of SantaRosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

The MTC Project Manager for the Project is Ada Chan, ( 415) 820- 7958, achan@bayareametro. gov. The AGENCY Project Manager for the Project is Patrick Streeter, ( 707) 543-4323, pstreeter@srcity. org.

This Supplementis supplementalto theMasterFundingAgreement. All termsand conditions of the Master Funding Agreement, as may be amended, remain unchanged.

Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Master Funding Agreement.

METROPOLITAN TRANSPORTATION

COMMISSION
Steve Heminger, Executive Director

CITY OF SANTA ROSA
Chris Cour'sey, Mayor
Approved as to Form:

Name, Title
Clerk Attestation
Name, Title
J:\CONTRACT\ Contr'acts-New\Master Funding Agreements\City of SantaRosa\Master Agreement.MTC. SantaRosafinal.doex MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28
Page i l
EXHIBIT B- 1

ADDITIONAL TERMS AND CONDITIONS ( GENERAL)
A. INSURANCE REQUIREMENTS
AGENCY shall, at its own expense, obtain and maintain ( and/ or cause its subconsultant( s) to obtain and maintain, as applicable) the types of insurance and financial security listed ( if any) in the applicable attachment or exhibit to the relevant Supplement against claims, damages and losses due to injuries to persons or damage to property or other lossesthat may arise in connection with the performance of work under such Supplement, and in effect at all times for the duration of such Supplement. All policies will be issued by insurers acceptable to MTC, generally with a Best's Rating of A- or better with a Financial Size Category of VIII or better, or as otherwise specified in the applicable Supplement. Notwithstanding anything to the contrary, AGENCY may satisfy the insurancerequirementshereinutilizing self-insuranceproviding equivalentcoverage.

B. CLAIMS OR DISPUTES
Unless otherwise directed in writing by MTC, AGENCY shall continue performance under this Agreementwhile anymattersin disputearebeing resolved. Further, MTC shallpay AGENCY for any undisputed work performed by AGENCY prior to or during the resolution of the matters in dispute. In the event there is a dispute concerning the interpretation of this Agreement or any aspect of the Project that the Project Managers are unable to resolve, the Project Manager for either MTC or AGENCY may request that an ad hoc Dispute Resolution Committee (" DRC") be convened to resolve the dispute. The DRC shall consist of two members, one appointed by the MTC Executive Director and the other appointed by the Chief Executive Officer of AGENCY. The responsibility of chairing each ad hoc DRC shall alternate between the agencies, beginning with MTC. Further, disputes between MTC and AGENCY that cannot be resolved by the DRC may be submitted to alternative dispute resolution, as agreed to by the parties. Fees and expensesof the mediator will be borne equally.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

EXHIBIT B- 2

ADDITIONAL TERMS AND CONDITIONS

FEDERALLY REQUIRED CLAUSES

1. EQUAL EMPLOYMENT OPPORTUNITY
In accordance with Title VI of the Civil Rights Act, as amended ( 42 U. S.C. § 2000d); Section VII of the Civil Rights Act of 1964, as amended ( 42 U. S.C. § 2000e); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the Americans with Disabilities Act of 1990 (42 U. S.C: § 12132); arid, for FTA -funded projects, 49 U.S.C. § 5332 and anyimplementing requirementsthat FTA may issue. AGENCY agreesthat it will not, on the groundsof race; religious creed, color, nationalorigin, age, physicaldisability or sex, discriminateor permit discrimination against any employee or applicant for employment.

2. DISADVANTAGED BUSINESS ENTERPRISE ( DBE) POLICY
It is thepolicy of MTC andthe U.S. Departmentof Transportationto ensure nondiscrimination in the award and administration of DOT - assisted contracts and to create a level playing field on which disadvantaged business enterprises, asdefined in.49 Code of Federal RegulationsPart26, cancompetefairly for contractsandsubcontractsrelating to. MTC' s procurement and professional services activities.

AGENCY shall not discriminate on the basis of race, color, national origin or sex in the performanceof the applicableSupplement.'AGENCY shall carry out applicablerequirementsof 49 CFR Part 26'in the award, andadministrationof DOT -assistedcontracts. Failure by AGENCY to carry out these -requirementsis a materialbreachof contract, which may result in the terminationof the applicable Supplement or this Agreement, or such other remedy as MTC deems appropriate.

3. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
AGENCY agreesto comply with all the requirementsments imposed by Title VI of the Civil Rights Act of 1964 ( 42 U. S. C. § 2000( d)) and the regulations of the Department of Transportation issued thereunder ( 49 CFR Part 21). For FTA -funded projects, AGENCY further agreesto comply with the current FTA Circular 4702. 1A, " Nondiscrimination Guidelines for FTA Recipients," the U. S. DOT Order to Address Environmental Justice in Minority Populations and Low -Income Populations, and the U. S. DOT Policy Guidance Concerning Recipients' Responsibilities to Limited English Proficient ( LEP) Persons.

MTC/ City of Santa Rosa
FundingAgreementfor FY 2018-19to FY 2027-28

4. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES AGENCY agreesto comply with all applicable requirements of the Americans with Disabilities Act of 1990 ( ADA), as amended, 42 U. S. C. § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U. S. C. § 794; Section 16 of the Federal Transit Act, as amended, 49 U. S. C. § 5310(f); and their implementing regulations.

5. STATE ENERGY CONSERVATION PLAN
AGENCY shall comply with all mandatory standards and policies relating to energy efficiency that arecontainedin the Stateenergyconservationplan issuedin compliancewith the Energy Policy and Conservation Act ( 42 U. S.C. § 6321).

6. ALLOWABILITY OF COSTS
AGENCY shall comply with the costprinciples (asapplicable) in Office of Managementand Budget ( OMB) Circulars A- 87, or A- 122, or 48 Code of Federal Regulations Chapter I Part 31, or 49 Code of Federal Regulations Part 18, or in 2 Code of Federal Regulations Parts 200 and 1201, as applicable. In addition, all subcontracts must be in accordance with 2 Code of Federal Regulations Part 200, as applicable, MTC' s funding agreement with DOT and any regulations, guidelines and circulars of DOT, applicable as a result of such funding agreement. Further, all subconsultants shall' agree to comply with 48 Code of Federal Regulations, Chapter 1, Part 31.

7. LICENSE FOR FEDERAL GOVERNMENT PURPOSES
FTA/ FHWA reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: ( a) the copyright in anywork developedunderthe applicableSupplement; and (b) anyrights of copyrightto which MTC or AGENCY purchases ownership under the applicable Supplement.

8. IDENTIFICATION OF DOCUMENTS
All reports and other documents completed as part of the applicable Supplement shall carry the following notation on the front cover or title page:

The preparation of this report has been financed in part by grants from the: [ select appropriate agency] FederalTransit Administration/FederalHighway Administration, U.S.

Department of Transportation. The contents of this report do not necessarily reflect the official views or policy of the U. S. Department of Transportation."
MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

9. AUDITS
AGENCY agrees to grant MTC, the U. S. DOT, FTA or FHWA, as applicable, the Comptroller General of the United States, the State of California, and their authorized representativesaccessto AGENCY' sbooks, records, accounts, andanyandall work products, materials, andotherdatarelevantto the Supplement, for thepurposeof making an audit, examination, excerpt and transcription during the term of the applicable Supplement and for the periodspecifiedinArticle14. AGENCYshallinnoeventdisposeof, destroy, alter, ormutilatesaid books, records, accounts, work products, materials and data for that period of time. If, as a result of anyaudit, it is determinedby theauditorthat reimbursementof any costsincluding profit or fee underthe applicableSupplementwasin excessof thatrepresentedand relied uponduring price negotiations or represented as a basis for payment, AGENCY agrees to reimburse MTC for those costswithin sixty (60) daysof written notification by MTC.

AGENCY further agreesto includein all its subcontractshereunderexceeding $25,000a provision to the effect that the subrecipient agrees that MTC the U.S. DOT, FTA or FHWA, as applicable, the Comptroller General of the United States, the State of California, and their authorized representativesshall haveaccessto andtheright to examineanydirectly pertinentbooks, documents, papers, and records of such subrecipient for the term specified above.

10. FLY AMERICA REQUIREMENTS.

AGENCY agrees to comply with 49 U. S.C. 40118 (the "Fly America Act") in accordance with the General Services Administration' s regulations at 41 CFR Part 301 - 10, which provide that recipientsandsubrecipientsof Federalfundsandtheir consultantsarerequiredto useU.S. flag air carriers for U.S. Government -financed international air travel and transportation of their personal effectsor propertyto the extentsuchserviceis available, unlesstravel by foreign air carrier is a matter of necessity as defined by the Fly America Act. AGENCY shall submit, if a foreign air carrier was used, an appropriate certification or memorandumadequately explaining why service by a U. S. flag air carrier was not available or why it was necessaryto use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements, if used.

AGENCY agreesto. includetherequirementsof this Sectionin all subcontractsthatmay involve international air transportation.

11. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS.

A. AGENCY acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U. S.C. § 3801 et seq. and U.S. DOT regulations, " Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Project. Upon MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

execution of the underlying Supplement, AGENCY certifies or affirms the truthfulness andaccuracyof any statementit hasmade, it makes, it may make, or causesto be.made, pertaining to the underlying Supplement or the FTA assisted project for which work is beingperformedundertheSupplement. In additionto otherpenaltiesthatmaybe applicable, AGENCY further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on AGENCY to the extent the Federal Government deems appropriate.

B. AGENCY also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federalassistanceoriginally awardedby FTA underthe authority of 49 U.S.C. § 5307, the Federal Government reserves the right to impose the penalties of 18 U. S. C. § 1001 and 49 U. S. C. § 5307( n)( 1) on AGENCY, to the extent the Federal Government deems appropriate.

C. AGENCY agrees to include the above two clauses in each subcontract financed in whole or in part with Federalassistanceprovidedby FTA. It is further agreedthat theclauses shallnot be modified, exceptto identify thesubconsultantwho will besubjectto the provisions.

12. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
MTC andAGENCY acknowledgeand agreethat, notwithstandingany concurrenceby the FederalGovernmentin or approvalof the Supplementor theMasterFundingAgreement, absentthe expresswritten consentby the FederalGovernment, theFederalGovernmentis not aparty to the MasterFundingAgreementor to the Supplementandshall not besubjectto anyobligationsor liabilities to MTC, AGENCY or anyotherparty (whetheror not aparty to the MasterFunding Agreementor of the Supplement) pertainingto anymatterresultingfrom the MasterFunding Agreement or of the Supplement.

13. DEBARMENT
This Article is only applicable if the Supplement exceeds $25,000. AGENCY certifiesthat neither it, nor any of its participants, principals or subrecipients is or has been debarred, suspended, proposedfor debarment, declaredineligible, or voluntarily excludedfrom coveredtransactions, as they aredefinedin 2 CFR Parts180and 1200, by any Federalagencyor department.

14. CLEAN AIR AND WATER POLLUTION ACTS
MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

This Article is only applicable if the Supplement exceeds $100,000. AGENCY agrees to comply with the applicable requirements of all standards, orders, or requirements issued under the Clean Air Act ( 42 U. S. C. § 7501 et seq.), the Clean Water Act ( 33 U. S.C. § 1251 et seq.), Executive Order 11738, andEnvironmentalProtectionAgency regulations (40 CFR Part 15).

15. LOBBYING
This Article is only applicable if the Supplement exceeds $100,000. AGENCY agreesto comply with therestrictionson the useof federalfundsfor lobbying activities setforth in 31 United States Code § 1352 and 49 C. F. R. Part 20.

Attachments:

Attachment A — Federally Required Certifications ( AGENCY shall either provide these certificationsto MTC or shall provide copiesof suchcertificationsAGENCY hasindependently made to the Federal Government)
MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

EXHIBIT B- 2
Attachment A
Federally Required Certifications

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER

RESPONSIBILITY MATTERS
Instructions for Certification:

1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participantknowingly renderedanerroneouscertification, in addition to otherremediesavailableto the Federal Government, MTC may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to MTC if at anytime the prospectivelower tier participant learnsthat its certification waserroneouswhen submitted or has become erroneous by reason of changed circumstances.

4. The terms " covered transaction," " debarred," " suspended," " ineligible," " lower tier covered transaction," " participant," " persons," " lower tier covered transaction," " principal," " proposal," and voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coveragesectionsof rules implementingExecutiveOrder 12549 [49 CFR Part29]. You may contact MTC for assistancein obtaining a copy of thoseregulations.

5. The prospective lower tier participant agreesby submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by MTC.

6. The prospective lower tier participant further agreesby submitting this proposal that it will includethe clausetitled " Certification RegardingDebarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excludedfrom the coveredtransaction, unlessit knows thatthe certification is erroneous.

A participant may decidethemethodandfrequencyby which it determinestheeligibility of its principals. Eachparticipantmay, butisnotrequiredto, checktheNon -procurementList issuedby U. S. General Services Administration.

8. Nothing containedin the foregoingshall beconstruedto requireestablishmentof systemof records in order to render in good faith the certification required by this clause. The knowledge and MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

informationof aparticipantisnotrequiredto exceedthatwhichisnormallypossessedby aprudent person in the ordinary course of business dealings.

9. Except for transactions authorized under Paragraph 5' of these instructions, if a participant in a covered transaction knowingly enters: into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excludedfrom participationin this transaction, in addition to all remediesavailableto the FederalGovernment, MTC may pursueavailableremedies including suspension and/or debarment.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

CERTIFICATION REGARDING DEBARMENT, SUSPENSION,

INELIGIBILITY AND VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTION
1) Theprospectivelower tier participantcertifies, by submissionof this bid or proposal, that neither it nor its " principals" [ asdefinedat 49 C.F.R. Section29.105(p)] is presently debarred, suspended, proposedfor debarment, declaredineligible, or voluntarily excludedfrom participationin this transaction by any Federal department or agency.
2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Date signature of authorized official).
type/ print name and title)
MTC/City of SantaRosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

CERTIFICATION OF RESTRICTIONS ON LOBBYING
I, herebycertify on behalfof
name and title of grantee
official)
name of grantee)
that:

1. No Federalappropriatedfundshavebeenpaid or will bepaid; by or on behalfof the undersigned, to any. personfor influencing or attemptingto influencean officer or employeeof any agency, a Memberof Congress, anofficer or employeeof Congress, or anemployeeof a Memberof Congressin connectionwith the awardingof any Federalcontract, the making of anyFederalgrant, themaking of anyFederalloan, the enteringinto of anycooperativeagreement, andthe extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any fundsotherthan Federalappropriatedfundshavebeenpaid or will bepaid to any personfor influencing or attemptingto influence anofficer or employeeof anyagency, aMember of Congress, an officer.or employeeof Congress, or anemployeeof a Memberof Congressin connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, " DisclosureForm to ReportLobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers ( including subcontracts, sub grants, and contracts under grants, loans, andcooperativeagreements) andthat all subrecipientsshall certify anddisclose accordingly.

This certification is a material representation of fact upon which reliance is placed when this transactionwasmadeor enteredinto. Submissionof this certification is aprerequisitefor making or enteringinto this transactionimposedby Section1352, Title 31, U.S. Code. Any personwho fails to file the requiredcertification shallbe subjectto a civil penaltyof not lessthan $10,000andnot more than $ 100, 000 for each such failure.

Executed this day of 20_
signature of authorized official)
title of authorized official)
MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

EXHIBIT B- 3

ADDITIONAL TERMS AND CONDITIONS

STATE REQUIRED CLAUSES
1) Attachment A — Fair Employment Practices Addendum
2) Attachment B — Nondiscrimination Assurances
a. Appendix A — Clauses to be inserted in every agreement subject to the ACT, as defined in Attachment B of this Exhibit and REGULATIONS, also as defined in Attachment B
b. Appendix B — To be includedascovenantrunningwith the land, in anydeed affecting a transferof real property, structures, or improvementsthereon, or interest therein
c. Appendix C — To be included for subsequent transfer of real property acquired or improved under federal - aid Program
d. Appendix D — To be included for the construction or use of or access to space on, over, or underreal propertyacquiredor improvedunderthefederal -aid Program 3) Attachment C — State Department of Transportation Requirements MTC/ City of SantaRosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

EXHIBIT B- 3

ATTACHMENT A

FAIR EMPLOYMENT PRACTICES ADDENDUM

1. In the performanceof the Supplement, AGENCY shall not discriminateagainstany employeefor employment becauseof sex, race, color, ancestry, religious creed, national origin, physical disability including HIV andAIDS), mental disability, medicalcondition (e.g. cancer), age (over 40), marital status, and denial of family care leave. AGENCY shall take affirmative action to ensure that employeesaretreatedduring employmentwithout regardto their race, sex,:sexualorientation, color, religion, ancestry, or national origin, physicaldisability, medical condition,'marital status, political affiliation; family andmedical careleave, pregnancyleave, or disability leave. Suchactionshall include; but not be limited to, the following; employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoffor, termination; rates of pay or other forms of compensation; andselectionfor training, includingapprenticeship. AGENCYshallpostin conspicuous places, available to employees for employment, notices to be provided by STATE settingforththeprovisionsof thisFaitEmploymentsection.'

2. AGENCY and .its consultantsshall: complywith the provisions of the Fair Employmentand HousingAct (GovernmentCodeSection12900etseq.), and the applicable regulations promulgated thereunder ( California Code of. Regulations. Title 2, section 7285.0. et seq.). The applicable regulationsof theFairEmploymentandHousingCommissionimplementingGovernmentCode section 12900( a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulationsareincorporatedinto the Supplementby referenceandmadea parthereofasif setforth in full. Each of the AGENCY' S consultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements as appropriate.

3. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all contracts to perform work under the Supplement.

4. AGENCY shall permit access to the records of employment, employment advertisements, application forms, andotherpertinentdataandrecordsby STATE, the StateFair Employmentand Housing Commission, or any other agencyof the Stateof California designatedby STATE, for the purposes of investigation to ascertain compliance with the Fair Employment section of the applicable Supplement.

5. Remedies for Willful Violation:
a) STATE may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which AGENCY was a party, or uponreceiptof a written noticefrom the Fair EmploymentandHousing Commissionthat it has investigated and determined that AGENCY has violated the Fair Employment Practices Act and had issued an order under Labor Code Section 1426 which has become final or has obtained an injunction under Labor Code Section 1429.

MTC/Cityof SantaRosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

b) For willful violation of this Fair Employment Provision, STATE shall have the right to terminate funding for theapplicableSupplementeitherin whole or in part, andany lossor damagesustained by STATE in securing the goods or services thereunder shall be borne and paid for by AGENCY andbythesuretyundertheperformancebond, if any, andSTATEmaydeductfromanymoneysdue or thereaftermay becomedueto AGENCY, thedifferencebetweentheprice namedin the Agreement and the actual cost thereof to STATE to cure AGENCY' s breach of the applicable Supplement.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

EXHIBIT B- 3

ATTACHMENT B

NONDISCRIMINATION ASSURANCES
AGENCY HEREBY AGREES THAT, asa condition to receiving any federalfinancial assistance fromtheSTATE, actingfor theU.S. Departmentof Transportation, it will complywith Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U. S. C. §§ 2000d - 2000d- 4 ( hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Departmentof Transportation, SubtitleA, Office of the Secretary, Part21, "Nondiscrimination in Federally -Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964" ( hereinafterreferredto asthe REGULATIONS), theFederal -aid Highway Act of 1973, and other pertinent directives, to the end that in accordance with the ACT, REGULATIONS, and other pertinent directives, no person in the United States shall, on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be deniedthe benefitsof, or beotherwisesubjectedto discriminationunderanyprogramor activity for which AGENCY receives federal financial assistance from the Federal Department of Transportation. AGENCY HEREBY GIVES ASSURANCE THAT AGENCY shallpromptly take any measures necessaryto effectuate the applicable Supplement. This assuranceis required by subsection 21. 7( a) ( 1) of the REGULATIONS.

Morespecifically, andwithoutlimiting theabovegeneralassurance, AGENCYherebygivesthe following specific assuranceswith respect to its federal -aid Program:
1 That AGENCY agreesthat each "program" andeach "facility" asdefinedin subsections21.23 (e) and 21. 23 ( b) of the REGULATIONS, will be ( with regard to a " program") conducted, or will be with regard to a "facility") operated in compliance with all requirements imposed by, or pursuant to, the REGULATIONS.

2. That AGENCY shall insertthefollowing notification in all solicitations for bidsfor work or material subject to the REGULATIONS made in connection with the federal - aid Program and, in adaptedform, in all proposalsfor negotiatedagreements: AGENCY herebynotifies all biddersthat it will affirmatively insurethat in any agreemententeredinto pursuantto this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, national origin, religion, age, or disability in consideration for an award.

3. That AGENCY shall inserttheclausesof Appendix A of this assurancein everyagreement subject to the ACT and the REGULATIONS.

4. That the clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein.

MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

5. That where AGENCY receives federal financial assistanceto construct a facility, or part of a facility, the Assurance shall extend to the entire facility and facilities operated in connection therewith.

6. That where AGENCY receives federal financial assistance in the form, or for the acquisition, of real property or an interest in real property, the Assurance shall extend to rights to space on, over, or under such property.

7. That AGENCY shall include the appropriate clauses set forth in Appendix C and D of this Assurance, asa covenantrunning with the land, in anyfuture deeds, leases, permits, licenses, and similar agreements entered into by the AGENCY with other parties:

Appendix C;
a) for the subsequenttransfer of real property acquired or improved under the federal -aid Program; and
Appendix D;
b) for theconstructionor useof or accessto spaceon, over, or underrealpropertyacquired, or improved under the federal - aid Program.

8. That this assuranceobligates AGENCY for the period during which federal financial assistanceis extended to the program, except where the federal financial assistance is to provide, or is in the form of, personal property or real property or interest therein, or structures, or improvements thereon, in which casethe assuranceobligatesAGENCY or anytransfereefor the longerof the following periods:
a) the period during which the property is used for a purpose for which the federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or
b) the period during which AGENCY retains ownership or possession of the property.

9. That AGENCY shall provide for such methods of administration for the program as are found by the U. S. Secretary of Transportation, or the official to whom he delegates specific authority, to give reasonable guarantee that AGENCY, other recipients, sub - grantees, applicants, sub - applicants, transferees, successors in interest, and other participants of federal financial assistance under such program will comply with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the Agreement.

10. That AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter arising under the ACT, the REGULATIONS, and this Assurance.

11. AGENCY shall not discriminate on the basis of race, religion, age, disability, color, national origin or sex in the award and performance of any STATE assisted contract or in the administration MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

on its DBE Program or the requirements of 49 CFR Part 26. AGENCY shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of STATE assisted contracts. The California Department of Transportation Disadvantaged Business Enterprise Program Implementation Agreement for Local Agencies is incorporated by reference in the Supplement. Implementation of this program is a legal obligation and failure to cant' out its terms shall be treated as a violation of the Supplement. Upon notification to the recipient of its failure to carry out the Implementation Agreement, STATE may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and/ or the Program Fraud Civil Remedies Act of 1985 ( 31 USC §§ 3801 et seq.) THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all federal grants, loans, agreements, property, discounts or other federal financial assistanceextended after the date hereof to AGENCY by STATE, acting for the U. S. Department of Transportation, and is binding on AGENCY, other recipients, subgrantees, applicants, sub -applicants, transferees, successorsin interest and other participants in the federal -aid Highway Program.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

APPENDIX A TO ATTACHMENT B
During the performanceof the Supplement, AGENCY, for itself, its assigneesandsuccessorsin interest (hereinaftercollectively referredto asAGENCY) agreesasfollows:
1) Compliance with Regulations: AGENCY shall comply with the regulations relative to nondiscriminationin federally assistedprogramsof the Departmentof Transportation; Title 49, Code of FederalRegulations, Part21, asthey may beamendedfrom time to time, (hereinafterreferredto as the REGULATIONS), which are herein incorporated by reference and made a part of the Supplement.
2) Nondiscrimination: AGENCY, with regardto thework performedby it underthe Supplement, 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 leasesof equipment. AGENCY shall not participateeither directly or indirectly in thediscrimination prohibitedby Section21.5 of the REGULATIONS, including employmentpracticeswhenthe agreement covers a program set forth in Appendix B of the REGULATIONS. 3) Solicitations for Sub -agreements, Including Procurements of Materials and Equipment: In all solicitationseitherby competitivebiddingornegotiationmadebyAGENCYfor workto be performedunder a Sub -agreement, including procurementsof materialsor leasesof equipment, each potentialsub -applicantor suppliershallbenotified by AGENCY of theAGENCY' s obligations under the Supplement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.
4) Information and Reports: AGENCY shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to AGENCY' s books, records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives.

Whereanyinformation requiredof AGENCY is in the exclusivepossessionof anotherwho fails or refuses to furnish this information; AGENCY shall so certify to STATE or the FHWA as appropriate, and shall set forth what efforts AGENCY has made to obtain the information. 5) Sanctions for Noncompliance: In the event of AGENCY' s noncompliance with the nondiscrimination provisions of the Supplement, STATE shall impose such agreement sanctions as it or the FHWA may determineto beappropriate, including, but not limited to:
a) withholding of payments to AGENCY under the Agreement within a reasonable period of time, not to exceed 90 days; and/ or
b) cancellation, termination or suspension of the Agreement, in whole or in part. 6) Incorporation of Provisions: AGENCY shall include the provisions of paragraphs ( 1) through ( 5) in every sub -agreement, including procurementsof materialsandleasesof equipment, unlessexempt by the REGULATIONS, or directivesissuedpursuantthereto.

AGENCY shall take such action with respect to any sub -agreement or procurement as STATE or FHWA may direct asa meansof enforcing suchprovisionsincluding sanctionsfor noncompliance, MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

provided, however, that, in the event AGENCY becomes involved in, or is threatened with, litigation with a sub -applicantor supplier asa resultof suchdirection, AGENCY may requestSTATE enter into such litigation to protect the interests of STATE, and, in addition, AGENCY may request the United States to enter into such litigation to protect the interests of the United States.

MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

APPENDIX B TO ATTACHMENT B To be included as covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein) The following clausesshall be includedin any andall deedseffecting or recordingthetransferof PROJECTreal property, structuresor improvementsthereon, or interestthereinfrom the United States.

GRANTING CLAUSE)
NOW, THEREFORE, the U. S. Department of Transportation, as authorized by law, and upon the condition that AGENCY shall accept title to the lands and maintain the project constructed thereon, in accordance with Title 23, United States Code, the Regulations for the Administration of federal - aid for Highways and -the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and, also in accordance with and in compliance with the Regulationspertainingto andeffectuatingtheprovisions of Title VI of the Civil RightsAct of 1964 78 Stat. 252; 42 U. S. C. §§ 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto AGENCY 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 parthereof.

HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto AGENCY and its successors forever, subject, however, to the covenant, 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 servicesor benefitsandshallbebinding on AGENCY, its successors and assigns.

AGENCY, in consideration of the conveyance of said lands and interests in lands, does hereby covenantandagreeasacovenantrunning with the landfor itself, its successorsandassigns, 1) that no person shall on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regardto any facility locatedwholly or in part on, over, or undersuchlands hereby conveyed (;) ( and) *
2) that AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirementsimposedby or pursuantto Title 49, Codeof FederalRegulations, Departmentof Transportation, SubtitleA, Office of the Secretary, Part21, Non-discrimination in federally -assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, andassaidRegulationsmay beamended (;) and
3) that in the eventof breachof anyof theabove-mentionednondiscriminationconditions, theU.S.

Department of Transportation shall have a right to re- enter said lands and facilities on said land, and the above- described land and facilities shall thereon revert to and vest in and become the absolute propertyof theU.S. Departmentof Transportationanditsassignsassuchinterestexistedpriorto this deed.*
MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

Reverterclauseandrelatedlanguageto be usedonly when it is determinedthat sucha clauseis necessaryin orderto effectuatethepurposesof Title VI of theCivil RightsAct of 1964.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

APPENDIX C TO ATTACHMENT B (To be includedfor subsequenttransferof realproperty acquired or improved under federal - aid Program)
The following clausesshall be includedin anyandall deeds, licenses, leases, permits, or similar instruments entered into by AGENCY, pursuant to the provisions of Assurance 7(a) of Exhibit B- 3, Attachment B, Non Discrimination Assurances. .

The grantee ( licensee, lessee, permittee, etc., as appropriate) for himself, his heirs, personal representatives, successorsin interest, andassigns, asapart of theconsiderationhereof, doeshereby covenantand agree (in the caseof deedsandleasesadd `ascovenantrunningwith the land") that in the eventfacilities areconstructed, maintained, or otherwiseoperatedon the saidpropertydescribed in this ( deed, license, lease, permit, etc.) for a purpose for which a U. S. Department of Transportationprogramor activity is extendedor for anotherpurposeinvolving theprovision of similar services or benefits, the ( grantee, licensee, lessee, permittee, etc.), shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Codeof FederalRegulations, U.S. Departmentof Transportation, SubtitleA, Office of Secretary, Part 21, Nondiscrimination in federally -assisted programs of the Department of Transportation - Effectuationof Title VI of the Civil Rights Act of 1964, andassaidRegulationsmaybeamended.

Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the ( license, lease, permit etc.) and to re- enter and repossess said land and the facilities thereon, and hold the same as if said ( license, lease, permit, etc.) had never been made or issued.

Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to re- enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of AGENCY and its assigns.

Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

APPENDIX D TO ATTACHMENT B Appendix D — ( To be included for the construction or use of or accessto space on, over, or under real property acquired or improved under the federal -aid Program)
The following shall be included in all deeds, licenses, leases, permits, or similar agreements entered into by AGENCY, pursuant to the provisions of Assurance 7 (b) of Exhibit B- 3, Attachment. B, Non Discrimination Assurances.

The grantee ( licensee; lessee, permittee, etc., as appropriate) for himself, his personal representatives, successorsin interestandassigns, asapart of theconsiderationhereof, doeshereby covenantandagree (in the caseof deeds, andleasesadd "asa covenantrunning with the land") that:
1) no person on the ground of race, color, sex; national origin, religion, age or disability, shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of said facilities;
2) that in the constructionof any improvementson, over, or undersuchland andthe furnishing of services thereon, no person on the ground of race, color, sex, national origin, religion, age or disability shallbeexcludedfrom participation in, deniedthebenefitsof, or otherwisebesubjectedto discrimination; and
3) that the ( grantee, licensee, lessee; permittee, etc.,) shall use the premises in compliance with the Regulations.

Include in licenses, leases, permits, etc.)*
That in the eventof breachof anyof the abovenondiscriminationcovenants, AGENCY shall have the right to terminate the (license; lease, permit, etc.) and to re-enter and repossesssaid land and the facilities thereon, and hold the same as if said ( license, lease permit, etc.) had never been made or issued.

Include in deeds)*
That in the eventof breachof anyof the abovenondiscriminationcovenants, AGENCY shallhave the right to re- enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of AGENCY, and its assigns.

Reverter clause and related language to be used only when it is determined that such a clause is necessaryin orderto effectuatethepurposesof Title VI of the Civil Rights Act of 1964.

MTC/ City of Santa Rosa
FundingAgreementfor FY 2018-19to FY 2027-28

EXHIBIT B- 3, ATTACHMENT C

STATE DEPARTMENT OF TRANSPORTATION REQUIREMENTS
Caltrans Non — Discrimination
A. In the performance of work undertaken pursuant to the Supplement, AGENCY shall not, and shall affirmatively require that its consultants shall not, unlawfully discriminate, harassor allow harassment, againstanyemployeeor applicantfor employmentbecauseof sex, race, color, ancestry, religious creed, national origin, physicaldisability (including HIV andAIDS), medical condition cancer), age, marital status, denial of family andmedicalcareleave, anddenialof pregnancy disability leave.

B. AGENCY shall ensure, and shall require that its consultants and/ or subrecipients shall ensure, that the evaluation and treatment of their employees and applicants for employment are free from suchdiscrimination andharassment. AGENCY shall comply, andensurethat its consultantsand/or subrecipients shall comply, with the provisions of the Fair Employment and Housing Act GovernmentCodesections12900et seq.) andthe applicableregulationspromulgatedthereunder California Codeof Regulations, Title 2, sections7285.0 et seq.). The applicable regulations of the Fair EmploymentandHousing CommissionimplementingGovernmentCodesections12900 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into the Supplement by reference and made a part hereof as if set forth in full.

C. Each of AGENCY' s consultants and/ or subrecipients shall give written notice of their obligations underthis clauseto labor organizationswith which they havecollective bargainingor otherlabor agreements. AGENCY shall include the non- discrimination and compliance provisions hereof in all contracts to perform work under the Supplement.

D. AGENCY shall comply with the nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR Part 21, and 23 CFR Part 200 are made applicable to the Supplement by this reference. Wherever the term " Contractor" appearstherein, it shall mean AGENCY.

E. AGENCY shall permit, and shall require that its consultants and subrecipients will permit, access to all records of employment, employment advertisements, application forms, and other pertinent dataandrecordsby the StateFair EmploymentPracticesand HousingCommissionor anyother agency of the State of California designated by STATE to investigate compliance with these non- discrimination provisions.

MTC/City of SantaRosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

EXHIBIT B- 4

ADDITIONAL TERMS AND CONDITIONS

PREVAILING WAGE RATES, APPRENTICESHIPS, AND PAYROLL RECORDS

NON FEDERALLY FUNDED AGREEMENTS
AGENCY'Scontractor(s) andall subcontractorsshallcomplywith applicablesectionsof the California Labor Code and regulations promulgated thereunder ( including without limitation, sections1720etseq. andTitle 8 of theCaliforniaCodeof Regulationssections16000etseq.). governing the payment of prevailing wages, as determined by the Director of the California Department of Industrial Relations, in regards to work performedand/ or funded. under this Supplement. In particular, AGENCY' s attention is drawn to Labor Code sections 1771 ( payment of prevailing wage rate); 1775 (penalty for non-payment), 1776 ( payroll records), and 1777. 5 ( use of apprentices). AGENCY' s contractor( s) and all subcontractors, to the extent the work of such contractor( s) and subcontractors under this Agreement are subject to California Labor Code section 1720etseq.; shallberegisteredwith the`Department,of IndustrialRelationspursuantto LaborCode section1725.5 andshallfurnishelectroniccertifiedpayrollrecordsdirectlyto theLabor.

Commissioner through the internet portal of the Division of Labor Standards Enforcement. Per MasterFundingAgreementArticle 12.0, Recordsand13.0Audits, MTC' reservestherightto request copies of the certified payroll records.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

EXHIBIT B- 5

ADDITIONAL TERMS AND CONDITIONS

PREVAILING WAGE RATES, APPRENTICESHIPS, AND PAYROLL RECORDS

FEDERALLY FUNDED AGREEMENTS
The Additional Federal Clauses Applicable to Public Works included in Attachment A, attachedheretoandincorporatedhereinby this reference, andtheDavis -Baconprevailing wages applyto work performedand/or fundedunderthe Supplement. AGENCY agreesthatAGENCY will require its contractor( s) and all subcontractors will pay the higher of ( i) the applicable wage set forth in FederalWageDeterminations, and (ii).the applicableCalifornia prevailing rate. Certified payroll records in the form set forth in the Public Works Payroll Reporting Form, as found at hgps:// www. dol. gov/ whd/ forms/ wh347. pdf, shall be prepared or collected from its contractor( s) and all subconsultant( s) on a weekly basis by the AGENCY. Per Master Funding Agreement Article

12.0, Records and 13.0 Audits, MTC reserves the right to request copies of the certified payroll records. MTC may withhold payment if the certified payrolls to be submitted by AGENCY pursuant to pursuant to MTC' s request, are not current.

MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

EXHIBIT B- 5
Attachment A

ADDITIONAL FEDERAL CLAUSES APPLICABLE TO PUBLIC WORKS

1. Buy America

2. Davis - Bacon Act

3. ContractWorkHoursandSafetyStandardsAct

4. Copeland Anti - Kickback Act

5. Prompt Payment of Funds Withheld to Subcontractors
Buy America Requirements
Buy America — Attention is directed to the " Buy America" requirements of the surface Transportation Assistance Act of 1982 ( Section 165) and the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a), and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processesfor steel and iron materials furnished for incorporation into the work on this project shall occur in the United States; with the exception that pig iron and processed, pelletized and reduced iron ore manufacturedoutsideof the United Statesmay be usedin thedomesticmanufacturingprocess for suchsteelandiron materials. The applicationof coatings, suchasepoxy coating, galvanizing, painting, and other coating that protects or enhancesthe value of steel or iron materialsshall beconsidereda manufacturingprocesssubjectto the `Buy America" requirements. A Certificate of Compliance shall be furnished for steel and iron materials. The certificates shall specifically certify that all manufacturing processesfor the materials occurred in the United States, except for the above exceptions.

The requirements imposed on AGENCY by the law and regulations do not prevent a minimal use of foreign steel and iron materials if the total combined cost of the materials used does not exceed one- tenth of one percent ( 0. 1 percent) of the total contract cost or $ 2; 500, whichever is greater. The AGENCY or its contractor( s) shall furnish the Engineer acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporation the materials into the work.

Certification requirement for procurement of steel, iron, or manufactured products.

The AGENCY hereby certifies that all manufacturing process for steel and iron materials occurred in the United States, except for the above exceptions.

Signature:

Name and Title:

Company Name:

Date:

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

2. DAVIS- BACON ACT AND COPELAND ANTI - KICKBACK ACTS
For all prime construction, alteration or repair contracts in excessof $2,000 awarded by FTA, the Contractorshall comply with the Davis -BaconAct andthe Copeland "Anti -Kickback" Act. Under 49 U. S. C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. The Contractor will comply with the Davis=Bacon Act, 40 U. S.C. §§ 3141-3144, and 3146-3148 as supplemented by DOL regulations at 29 C. F.R. part 5, " Labor Standards Provisions Applicable to Contracts GoverningFederallyFinancedandAssistedConstruction." In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specifiedin a wagedeterminationmadeby the Secretaryof Labor. In addition, the Contractor agreesto pay wages not less than once a week. The Contractor shall also comply with the Copeland " Anti - Kickback" Act ( 40 U, S. C. § 3145), as supplemented by DOL regulations at 29 C. F. R. part 3, " Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loansor Grantsfrom the United States." The Contractor is prohibited from inducing, by anymeans, anypersonemployedin the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

3. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT ( Construction) A. For all contracts in excess of $ 100, 000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act 40 U. S. C. §§ 3701-3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U. S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rateof not lessthanoneandahalf timesthebasicrateof pay for all hoursworked in excessof 40 hours in the work week. The requirements of 40 U. S. C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditionswhich areunsanitary, hazardousor dangerous. Theserequirementsdo not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence.

B. In the eventof anyviolation of the clausesetforth herein, the Contractorandany subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States ( in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of $ 10 for each calendar day on which such individual was required or permitted to work in MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

excessof the standardworkweekof forty hourswithout paymentof the overtimewagesrequired by this clause.

C. The applicable federal agency shall upon its own action, or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld, from any moneyspayableon accountof work performedby the Contractoror subcontractor under any such contract or any other Federal contract with the sameprime Contractor, or any federally assistedcontractsubjectto the ContractWork HoursandSafetyStandards. Act, which is held by the sameprime Contractor, suchsumsasmaybe determinedto be necessaryto satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damagesas provided in this section.

D. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this sectionandalsoa clauserequiring the subcontractorsto includetheseclausesin any lower tier subcontracts. Theprime Contractorshall be responsiblefor complianceby any subcontractor or lower tier subcontractor with the clauses set forth in this agreement.

3. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
Contract Work Hours and Safety Standards Act - ( i) The AGENCY' s contractor agrees to comply with section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. section 333, and applicable DOL regulations, " Safety and Health Regulations for Construction" 29 C.F.R. Part 1926. Among other things, the AGENCY' Scontractor agreesthat it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions.
ii) Subcontracts - The AGENCY' Scontractor also agrees to include the requirements of this section in each subcontract. The term " subcontract" under this section is considered to refer to a person who agrees to perform any part of the labor or material requirements of a contract for construction, alteration or repair. A person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials will be considered a "subcontractor" under this section if the work in question involves the performance of construction work and is to be performed: ( 1) directly on or near the construction site, or (2) by the employer for the specific project on a customized basis. Thus, a supplier of materials which will become an integral part of the construction is a " subcontractor" if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. If the goods or materials in question are ordinarily sold to other customers from regular inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market.

4. COPELAND ANTI - KICKBACK ACT
Compliance with Copeland Act requirements - The AGENCY' Scontractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

5. PROMPT PAYMENT OF FUNDS WITHHELD TO SUBCONTRACTORS
The AGENCY shall hold retainage from the prime contractor and shall make prompt and regular incrementalacceptancesof portions, asdeterminedby the agencyof the contractwork andpay retainage to the prime contractor based on these acceptances. The AGENCY' s prime contractor or subcontractor shall return all monies withheld in retention from a subcontractor within 30 days after receiving paymentfor work satisfactorily completedandacceptedincluding incremental acceptancesof portionsof the contractwork by the agency. `Federal `regulation (49 CFR 26.29) requiresthatanydelayorpostponementof paymentover30daysmaytakeplaceonlyfor good cause and with the agency' s prior written approval. Any violation of this provision shall subject the violating AGENCY' s prime contractoror subcontractorto the penalties, sanctions, andother remedies specified in Section 7108. 5 of the California Business and Professions, Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise, available to the prime contractor or subcontractor in the event of a dispute involving late payment, or nonpayment by the prime contractor, deficient subcontract performance, or noncomplianceby a subcontractor. This provision appliesto bothDBE and non -DBE prime contractors and subcontractors.

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2021- 28

EXHIBIT B- 6

ADDITIONAL TERMS AND CONDITIONS ( REGIONAL TOLL FUNDS INCLUDING RMI, RM2, AND AB 117 1)
ResolutionsandAttachmentsto Exhibit B-6 aredirectly relatedto thespecificprojectthat will be funded. As such, the Resolutions and Attachments for applicable Supplement(s) will be attachedto the Supplement(s) andprovidedto Agency for review andapprovalduringthe Supplement( s) review, approval and execution.]
Recitals
WHEREAS, Streets. andHighwaysCode (SHC) sections30950et seq. createdtheBay Area Toll Authority (" BATA") which is a public instrumentality governed by the same board as that governingMTC; and
WHEREAS, pursuant to SHC Section 31010( b), funds generated in excess of those needed to meet the toll commitments as specified by paragraph (4) of subdivision ( b) of Section 188.5 of the SHC shallbeavailableto BATA for funding projectsconsistentwith SHC Sections 30913 and 30914; and
WHEREAS, MTC adopted Resolution No. 3434, Revised, which establishes commitments of bridge toll funds, including such AB 1171 funds, to specific projects and corridors; and
WHEREAS, on November 8, 1988, voters approved Regional Measure 1 (" RM I"), which authorized a standard auto toll of $ 1 on the seven state- owned toll bridges in the San Francisco Bay Area to fund various transportation projects within the region; and WHEREAS, on March 2, 2004, voters approved Regional Measure 2 (" RM2"), increasing the toll for all vehicles on the seven state-owned toll bridges in the San Francisco Bay Area by $ 1.00 to fund various transportation projects within the region that have been determined to reduce congestion or to improve travel in the toll bridge corridors; and WHEREAS, RM2 established the Regional Traffic Relief Plan and listed specific capital projects and programs and transit operating assistanceas eligible to receive RM2 funding as identified in SHC Section 30914( c) and (d). The funding amounts assigned to certain of the programs and projects were subsequently revised by MTC Resolution No. 3801; and WHEREAS, to the extent the Project is receiving RM2 funding hereunder, SHC Section 30914( c) lists the Project to which this Exhibit B-6 and the Supplement apply as one such eligible transportation project and designates AGENCY as Project sponsor; and WHEREAS, pursuant to MTC Resolution No. 3636, MTC established procedures whereby eligible transportation project sponsors may submit allocation requests for Regional Measure 2 Bridge Toll funding. A copy of MTC Resolution No. 3636 is attached hereto and incorporated herein as Attachment D, MTC Resolution No. 3636; and MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

WHEREAS, AGENCY submitted one or more allocation requests for RM2, AB 1171, and/or RMI funding for the Projectto which this Exhibit B-6 applies. A copy of the applicable allocation request(s) aswell asAGENCY' s resolutions) approvingthe allocationrequest(s) are attached to the Supplement and incorporated herein as Attachment A, Updated Initial Project Report, and AttachmentB, AGENCY Resolution(s), respectively; and WHEREAS, by the resolution(s) attachedto the Supplementandincorporatedhereinas AttachmentA asAttachmentC, MTC Resolution(s)_Approving ProjectRequest, MTC approved AGENCY' s request( s) for the applicable funds for. the applicable Project.

L AGENCY AGREES
A. AGENCY agrees to perform or caused to be performed the activities described in AttachmentA, UpdatedInitial ProjectReport. AGENCY will provide all necessarystaffing and support resources to complete the Project as described in Attachment A, AGENCY agrees to meetall conditionslistedin Attachment: C, MTCResolutions) A"p"provingProjectRequest.

B. AGENCY shall provide MTC with annualprogressreportson or beforeeachJuly 31 throughout the term of any applicable Supplement to this Agreement in accordance with the monitoring and 'reporting requirements `specifiedin MTC ResolutionNo 3636.

C. AGENCY shall submit invoices to MTC in accordance with each executed Supplement.

In either case, AGENCY shall submitan invoice to MTC within thirty (30) daysafterthe endof eachperiod for which paymentis sought`covering costs'for theProject activitiesaccomplished throughthe end of suchperiod, not coveredby previouslysubmittedinvoices: Eachinvoice shallbesupportedbythefollowinginformation:- (i.) A brief narrative ' progress report of the activities accomplished during the invoice period, including the percentage of the contract completeandthe percentage'of funding expended; (ii;) thecostsrequestedfor reimbursement with RM1; RM2 and/or AB 1171 funds, as applicable; ( iii.)' the total costs expended for the invoiceperiodbrokendownbytypeandsourceof funding'; (iv.) thetotalRMI, RM2and/orAB 1171funds, asapplicablereceivedas'reimbursementto date; (v.) thetotal costsexpendedfor Projectnameto datebrokendown by type andsourceof funding; and (vi.) any additional supporting data in a form and detail required by MTC.

D. AGENCY agrees to spend RMI; RM2 and/ or AB 1171 funds, as applicable, at a rate not exceedingthe scheduleattachedto the SupplementandincorporatedhereinasAttachmentE, Reimbursement Schedule.

E. AGENCY shall comply with and shall assurethat any AGENCY consultant performing Project work with RMI, RM2 and/ or AB 1171 funds, as applicable, received under this Supplement complies with MTC Resolution No. 3636, as well as the provisions of MTC' s RM2 Policy Guidancecontainedin AttachmentD, MTC ResolutionNo. 3636, relativeto' constructing, operating, and maintaining the Project.

F. AGENCY is responsible for completing the Project within cost, scope and schedule as described in Attachment A, Updated Initial Project Report, as it may be updated from time to MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

time. Any updates must be approved by AGENCY and MTC in writing before being incorporated into this Agreement.

G. AGENCY certifies that:

The Project is consistent with the Regional Transportation Plan (" RTP").

All environmentalpermitsor clearancesnecessaryfor the Projecthavebeenor will be obtained, andthe yearof Projectfunding for the constructionphaseof the Projecthas takenintoconsiderationthetimenecessaryto obtainpermittingapprovalfor theProject as an operable and useable segment.

The Projector portion thereofto be fundedunderthis Agreementwill befully funded upon the execution of the Supplement.

AGENCY has reviewed the Project needs and has adequate internal staffing and support resources to deliver and complete the Project within the cost, scope, and schedule set forth in the Initial Project Report, as updated, attached to the Supplement as Attachment A.

If applicable to the Project, AGENCY is an eligible sponsor of projects in MTC Resolution No. 3434, Revised.

If applicable, AGENCY is authorized to submit an application for RM2 funds for the Project in accordance with Streets and Highways Code section 30914( c).

If applicable, AGENCY is authorized to submit an application for AB 1171 funds for the Project in accordance with Streets and Highways Code section 31010( b).

The Project is in compliance with the requirements of the California Environmental Quality Act ( Public Resources Code sections 21000et seq.), and with the State Environmental Impact Report Guidelines ( 14 California Code of Regulations sections 15000et seq.), and if relevant, the National Environmental Policy Act ( NEPA) ( 42 USC 4321 et seq.) and the applicable regulations thereunder.

Thereis no legal impedimentto AGENCY making allocationrequestsfor RMI, RM2 and/ or AB 1171 funds, as applicable.

Thereisnopendingorthreatenedlitigationwhichmightin anywayadverselyaffectthe Project or the ability of AGENCY to deliver such Project.

H. Except where prohibited by law, in addition to AGENCY' s commitment under Article 10, INDEMNIFICATION, of the Master Funding Agreement, AGENCY agrees at its own cost, expense, and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against MTC, its Commissioners, representatives, agents, and employees, or any of them, arisingoutof suchactoromission, andto payandsatisfyanyresultingjudgments. In addition to any other remedy authorized by law, so much of the funding due under this allocation of RM 1, RM2 and/or AB 1171 funds, as applicable, as shall reasonably be considered necessary by MTC may be retained until disposition has been made of any claim for damages.

I. If any revenues or profits from any non-governmental use of the Project are collected by AGENCY, those revenues or profits shall be used exclusively for the public transportation servicesfor which the Projectwasinitially approved, eitherfor capital improvementsor maintenance and operational costs, otherwise MTC is entitled to a proportionate share equal to MTC' s percentage participation in the Project. MTC' s percentage participation shall equal the MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

amount of funds allocated to Project, divided by the total Project budget as shown in AttachmentE, ReimbursementSchedule, asupdatedfrom time to time, assuchamountmay be adjusted to reflect total project costs.

J. Project assetspurchased by AGENCY with RM 1, RM2 and/or AB 1171 funds, as applicable, including facilities andequipment, shallbeusedfor the intendedpublic transportation uses and should said facilities and equipment cease to be operated or maintained for their intended public transportation purposes for their useful life, MTC shall be entitled to a present day value refund or credit ( at MTC' s option) based on MTC' s share of the fair market value of the facilities and equipment at the time the public transportation uses ceased, which sum shall be paid back to MTC in the same proportion that RMI, RM2 and/ or AB 1171 funds, as applicable, were originally used.

K. AGENCY shallpost on both endsof the Projectconstructionsite(s), unlessprohibited by the siteowner if suchowner is not: the, AGENCY, at leasttwo signsvisible to thepublic stating thatthe Project is funded, with RM1, RM2 and/or AB 1171funds, asapplicable.

L. AGENCY' s City Manager, , or equivalentofficer, or designee, is delegatedthe authorityto makenon -substantivechangesor minor amendmentsto the initial Projectreportashe/shedeems appropriate; otherwise, Article 7, AMENDMENTS, of this Agreement applies.

M. AGENCY agrees to comply with the provisions of MTC Resolution No. 3636and the MTCResolutionssetforthin AttachmentC, MTC Resolutiort(s) ApprovingProjectRequest.

IL MTC AGREES
A. MTC agrees to provide AGENCY with RM 1, RM2 and/ or AB 1171 funds, as applicable, within the allocation amounts in Attachment C, MTC Resolution( s) Approving Project Request and as restated. in the relevant Supplement for. the purpose of funding the Project as described in Attachment A
The entire funding amount is available for reimbursement based on the schedule included in Attachment E, Reimbursement Schedule, to the Supplement.. In addition, if applicable, MTC agreestosupportAGENCY'sallocationrequestfromtheStateaccordingtotheAllocation Request Schedule provided in Attachment F to the Supplement.

In the event AGENCY does not use all RM 1, RM2 and/ or AB 1171 funds, as applicable, made available in a given fiscal, year, those unused amounts will be available for reimbursement in subsequent year( s) for the duration of the applicable Supplement( s).

MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

III. IT IS MUTUALLY AGREED
A. MTC and AGENCY may terminate the Supplement, in their sole discretion, for any force majeure event, including but not limited to any earthquake, flood or other natural disaster, any epidemic, blockade, rebellion, war, act of sabotage or civil commotion, fire, explosion or strike, or prolonged economic conditions affecting the ability of the Bay Area Toll Authority to make payments to bond holders who shall in all circumstances have priority to payment of funds, if suchevent (i) irrecoverablydisruptsor rendersimpossibleAGENCY' sperformancehereunder; or ( ii) disrupts MTC' s ability to make payments hereunder. If MTC or AGENCY so terminates the Supplement, AGENCY will be entitled to payment for non- recoverable Project costs incurred prior to the date of such termination, including but not limited to any amounts AGENCY owes to the owner of the Project construction sites, if such owner is not AGENCY, up to the maximum amount payable under the applicable Supplement( s).

B. If AGENCY or MTC fails to perform as specified in this Agreement and the applicable Supplement( s), AGENCY OR MTC may terminate the applicable Supplement(s) or this Agreement for cause. Termination shall be effected by serving a sixty ( 60) day advance written notice of termination on the other Party, setting forth the manner in which the other Party is in default. If AGENCY or MTC does not cure the breach or describe to AGENCY' S or MTC' s satisfaction a plan for curing the breach within the sixty ( 60) day period, the non -breaching party may terminatethis Agreementor the applicableSupplement(s) for cause. In the eventof such termination for cause, AGENCY will be entitled only to those costs incurred for the completed Project work, not to exceed the maximum amount payable under the applicable Supplement( s) for such Project work, however, in no event shall MTC be required to reimburse AGENCY for any costs incurred for work causing or contributing to the default.

C. If the Project is cancelled, suspended indefinitely, or otherwise not completed for any reason, AGENCY shall repayMTC anyRM 1, RM2 and/or AB 1171funds, asapplicable, expended that exceed MTC' s proportionate share of eligible costs for the Project.

D. Upon completion of the Project, AGENCY will properly account for all Project costs incurred.

E. The applicable Supplement( s) shall terminate upon closeout of the Project in accordance with Policies andProceduresin MTC ResolutionNo. 3636or on thetermination date, if any, set forth in the Supplement, whichever is sooner.

F. The terms and conditions of the applicable Supplement( s) include the following and each is incorporated by reference herein as if fully set forth herein.

Attachment A — Updated Initial Project Report ( Allocation Request) Attachment B — AGENCY Resolution( s) ( and opinion of counsel, if applicable) Attachment C — MTC Resolution( s) Approving Project Request(s) Attachment D — MTC Resolution No. 3636
MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

Attachment E — Reimbursement Schedule
Attachment F — Allocation Request Schedule
MTC/ City of Santa Rosa
Funding Agreement for FY 20.18-19 to FY 2027- 28

EXHIBIT B- 7

ADDITIONAL TERMS AND CONDITIONS ( REGIONAL DISCRETIONARY FEDERAL

FUNDS INCLUDING STP AND CMAQ)

1. TERMINATION
NotwithstandingArticle 8.0, TERMINATION, in theMasterFundingAgreement, MTC may terminate the applicable Supplement( s) without causeupon ten ( 10) days prior written notice. If MTC terminates the applicable Supplement( s) without cause, AGENCY shall be entitled to paymentfor costsincurredfor incompletedeliverables, up to themaximumamount payable for each deliverable. If AGENCY fails to perform as specified in the applicable Supplement(s), MTC mayterminatethis Agreementfor causeby written noticeandAGENCY shall be entitled only to costs incurred for work product acceptable to MTC, as determined in its reasonable discretion, not to exceed the maximum amount payable under the applicable Supplement( s) for such work product.

2. RETENTION OF RECORDS
AGENCY agreesto establishandmaintainanaccountingsystemconfirming to GAAP that is adequate to accumulate and segregate reasonable, allowable, and allocable project costs.

AGENCY further agreesto keepall recordspertainingto the Projectaudit purposesfor a minimum of three (3) yearsfollowing final paymentto AGENCY or four (4) yearsfollowing the fiscal year of the last expenditure under the applicable Supplement( s) , whichever is longer, in accordance with generally accepted accounting principles. Copies of AGENCY audits, if any, performedduring Projectdevelopmentandat Projectcompletion shallbeforwardedto MTC no later than one hundred eighty ( 180) days after fiscal year end close.

3. AUDITS
NotwithstandingArticle 13.0, AUDITS, in theMasterFundingAgreement, AGENCY agreesto grantMTC, oranyagencythatprovidesMTCwith fundsfor theProject, includingbut not limited to, the U. S. Department of Transportation, FHWA, the Comptroller General of the United States, the State, and their authorized representatives, access to AGENCY' s books and records for the purpose of verifying that funds are properly accounted for and proceeds are expended in accordance with the terms of the applicable Supplement( s) . All documents shall be availablefor inspectionduring normal businesshoursat anytime while the Projectis underway and for the retention period specified. in Article 4.

AGENCY further agreesto include in all its third -party contractshereunderaprovision to the effect that the contractor agrees that MTC, the U.S. Department of Transportation, FHWA, the Comptroller Generalof the United States, the State, or any of their duly authorized representativesshallhaveaccessto andthe right to examineany directly pertinentbooks, documents, papers, andrecordsof suchsubcontractor, duringnormalbusinesshours, for theterm specifiedabove. Theterm "contract" asusedin this clauseexcludesagreementsnot exceeding 25, 000.

MTC/City of SantaRosa
Funding Agreementfor FY 2018-19to FY 2027-28

4. LICENSE TO WORK PRODUCTS
AGENCY hereby grants to MTC an irrevocable, non-exclusive, royalty -free license to use without restriction and sharewith any person or entity all drawings, designs, specifications, manuals, reports, studies, surveys, models, software, source code and source code documentation, documentationor, systemarchitecture, andanyother documents, materials, data, and products (" Work Products") developed, prepared, orassembledby AGENCYor AGENCY's consultant( s) pursuant to the applicable Supplement( s). MTC may exerciseits licensesto Work Products through sublicenses to a third party, without the approval of AGENCY or AGENCY' s consultant( s). FHWA reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publishor otherwiseuse, andto authorizeothersto use, for federalgovernment purposes: ( a) thecopyrightin anyworkdevelopedundertheapplicableSupplement(s); and (b) any,rightsof copyrightto whichAGENCYorAGENCY'sconsultant(s) purchaseownership under this Agreement.

5. EQUAL EMPLOYMENT_ OPPORTUNITY
In accordancewith Title VI ofthe,Civil Rights.Act, asamended (42U.S.C. §2000d); Section 303 of the Age Discrimination Act of 1975, as amended ( 42 U. S.C. § 6102); Section 202 of the Americans with Disabilities Act of 1990 ( 42 U. S.C. § 12132); and 49 U. S.C. § 5332 for FTA - funded projects, AGENCY agrees that it shall not, on the grounds of race, religious creed, color, national origin, age, physical disability or. sex, discriminate or permit discrimination againstany employeeor applicantfor employment.

6. DISADVANTAG11.

ED BUSINESSENTERPRISES (DBE)
It isthepolicyof MTC andtheU.S. Departmentof Transportationto ensure nondiscrimination in the award and administration of DOT - assisted contracts . and to create a levelplayingf eldonwhichdisadvantagedbusinessenterprises, asdefinedin 49Codeof Federal RegulationsPart26, cancompetefairly for contractsandsubcontractsrelatingtoMTC's procurement and professional services activities.

AGENCY shall not discriminate on the basis of race, color, national origin or sex in the performance of the applicable Supplement( s). AGENCY shall carry out applicable requirements of49CFRPart26intheawardandadministrationofDOT -assistedcontracts. Failureby AGENCY tocarry out theserequirementsis amaterialbreachof contract; whichmayresult in thetermination'of this agreement'or such, other' remedyasMTC deemsappropriate.

7. TITLE VI OFTHECIVIL RIGHTSACT OF1964
AGENCY agreesto comply with all the, requirementsimposedby Title VI of the Civil Rights Act of 1964 (47 U. S.C. § 2000( d)) and the regulations of the Department of Transportation issued thereunder (49 CFR Part 21).

8. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES AGENCY agreesto comply with all applicablerequirementsof theAmericanswith Disabilities Act of 1990 (ADA), 42 U.S.C. § 12101etseq. Section504of theRehabilitationAct of 1973, asamended, 29U.S.C. § 794; Section 16 of the Federal Transit Act, as amended, 49 U. S. C. § 5310(f); andtheir implementingregulations.

9. STATE ENERGY CONSERVATION PLAN
MTC/ City of Santa Rosa
Funding Agreementfor FY 2018-19to FY 2027-28

AGENCY shall comply with all mandatory standards and policies relating to energy efficiency that arecontainedin the Stateenergyconservationplan issuedin compliancewith the Energy Policy and Conservation Act ( 42 U.S.C. § 6321).

10. DEBARMENT
AGENCY certifiesthat neitherit, nor any of its participants, principals or subcontractors is or hasbeendebarred, suspended, proposedfor debarment, declaredineligible; or voluntarily excluded from covered transactions, as they are defined in 49 CFR Part 29, by any Federal agency or department.

11. CLEAN AIR AND WATER POLLUTION ACTS
AGENCY agrees to comply with the applicable requirements of all standards, orders, or requirements issued under the Clean Air Act ( 42 U. S. C. § § 7501 et seq.), the Clean Water Act 33 U. S. C. §§ 1251 et seq.), Executive Order 11738, and Environmental Protection Agency regulations ( 40 CFR Part 15).

12. LOBBYING
AGENCY agreesto comply with therestrictionson the useof federalfunds for lobbying activities set forth in 31 United States Code § 1352 and 49 C. F. R. Part 20.

13. INDEMNIFICATION
Except where prohibited by law, notwithstanding Article 10.0, INDEMNIFICATION, in the Master Funding Agreement AGENCY shall indemnify and hold harmless MTC, Caltrans, their Commissioners, Directors, officers, agentsandemployeesfrom any andall claims, demands, suits, loss, damages, injury and/or liability ( including anyandall costsandexpensesin connection therewith), incurred by reason of any act or failure to act of AGENCY, its officers, directors, employees, agents and contractors, or any of them; under or in connection with this Agreement; and AGENCY agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against MTC, Caltrans, their Commissioners, Directors, officers, agents, and employees, or any of them, arising out of such act or omission, and to pay and satisfy any resulting judgments.

14. COMPLIANCE WITH LAWS
AGENCY shall comply with any and all laws, statutes, ordinances, rules, regulations or requirements of the federal, state, or local government, and any agency thereof, including, but not limited to MTC, the U. S. DOT, FHWA, the State, and Caltrans, which relate to or in any manner affect the performance of this Agreement. Those laws, statutes, ordinances, rules, regulations, and procedural requirements that are imposed on MTC as agency recipient of federal or state funds are hereby in turn imposed on AGENCY ( including, but not limited to, 49 CFR Part 18, " Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments"), and are herein incorporated by this referenceand madea part hereof.

AGENCY consultantsshallagreeto comply with 48 CFR, Chapter1, Part31, Contract Cost Principles and Procedures. In addition, AGENCY certifies that AGENCY and its efforts work under the applicable Supplement( s), including efforts of its consultants, shall comply with the requirements of the California Environmental Quality Act ( CEQA), California Public ResourcesCodesections21000et seq. andwith the California EnvironmentalQuality Act Guidelines ( 14 California Code of Regulations sections 15000 et seq.) and the National MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027- 28

Environmental Policy Act ( NEPA), 42 U.S.C. §§ 4321 et seq. and the applicable regulations thereunder.

15. IDENTIFICATION OF DOCUMENTS
AGENCY shall ensure that all reports and other documents completed as part of this Agreementshall carry thefollowing notationon the front cover or title page:

The preparation of this report has been financed in part by grants from thee U.S.

Departmentof Transportation. The contentsof this reportdo not necessarilyreflect the official views or policy of the U.S. Departmentof Transportation." MTC/ City of Santa Rosa
Funding Agreement for FY 2018- 19 to FY 2027-28

EXHIBIT C
FORM 10- C
Local Assistance Procedures Manual EXHIBIT 10- C
Consultant Contract Reviewers Checkist
EXHIBIT 10- C A& E CONSULTANT CONTRACT REVIEWERS CHECKLIST Not applicable for Non - A& E Contracts)
Date: Amendment: El District: -- sel(
Agency Name:

Federal or State Project Number:

Local Agency Contract Number/ Solicitation Number:

Consultant Name:

Original Contract Period: Begin: End:

Original Contract Dollar Amount: Funding: -- Select--
No. DESCRIPTION
A. PROCUREMENT PLANNING
1 Description of need for consultant:
2 Local agency contract administrator information
a Name:
b Phone: Email:
3 Do you have a scope of work? select--
a Does the scope of work include a consultant in a management support role? select— b Is the schedule specified in the scope of work? select-- 4 Independent cost estimates ( 23 CFR 172. 7( a)( 1)( v)( b)) a What is the total value of independent cost estimate? b What cost estimating technique was used? -- select--
B. SOLICITATION DOCUMENTS AND ADVERTISEMENT
1 Consultant selection committee and conflict of interest a What is the number of panel members?
b WasConflict of Interestform (EXHIBIT 10-T) signedby all? select— c WasConflict of Interestform (EXHIBIT 10-T) datedby all? select- 2 Does the solicitation contain a procurement schedule? select-- 3 Type of contract? -- select--
4 Method of payment? -- select--
Evaluation criteria and weights ( EXHIBIT 10- B) 5
Were weight values assigned to criteria? select--
6 Procurement type? -- select--
Length of contract ( in years):
7 DBE utilization goal setting ( Federal - funded only) a Was Exhibit 9- D submitted ( Contract amount greater than $ 500, 000)? select— b Was Exhibit 10- I included in solicitation? select--
c What is the DBE Utilization Goal (%)?
If No goal ( not. Zero goal), explain?
d Wasa Good Faith Effort ( Exhibit 15-H) approvedby LPA? select-- S Records of publication for RFP or RFQ
Waswidespreadpublicationusedto advertisetheRFP/RFQ (newspaper, webposting, a
Planetbids, etc.)? select--
Specify:

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9 C.
1 2
3 4
6 EXHIBIT 10- C
Consultant Contract Reviewers Checkist
b How long wasthe advertisementperiod (in days)?
Records of response to solicitation
a How many consultants responded to this solicitation?
b Doesyour agencyhaveaproposalresponsivenesschecklist?
c Were recordsof responsedocumented (e.g. log sheet, copiesof time -stampedenvelops, other)? Specify:

EVALUATION AND SELECTION
Documentation of consultant selection
a How many consultants were evaluated?
b Were evaluation criteria the same as in solicitation? c Original score sheets and final rankings

1. How manyscoresheetsweresignedby all?

2. How manyscoresheetswere dated?
d WasExhibit 10-01 includedin proposal (Federalfundedonly)? e Was Exhibit 10-U submitted if there is a consultant in a management role ( if applicable)? Develop top ranked consultants and notify all interviewees a Did you notify all candidatesof their ranking?
b Did you conduct oral interviews?
Cost proposal
Is costproposalin Exhibit 10-H format or equivalentcompleteandin the correctform basedon the a
method of payment?
Payment Method: -- select--
Is direct labor costproposalbroken down byjob classificationsandtypesof costsand/or rates? i Is the ICR for current fiscal year?
Are key personnel identified?
Are "other direct cost" itemizedby items of work quantity, unit price andtotal for eachitem EXHIBIT 10- H)?
Is fixed fee over 15%?
Audit and review documents before contract execution
a Was proposed ICR submittal sent to A& I for acceptance ( EXHIBIT 10- K)? b What is A& I' s ICR decision?
c Does the final cost proposal reflect the adjusted or accepted ICR? Record of cost/ profit negotiations
a Did you verify elementsof the costproposalfrom the top-rankedconsultant? b Did you return remaining concealed cost proposals after successful cost negotiation or disposeof in accordancewith writtenpoliciesandproceduresapprovedbyCaltrans? Did you perform a cost analysis ( wage rates, fixed fee, other direct costs, indirect costs and profits)? I Did you document your profit negotiations?
Ylandatoryfiscalandfederalprovisions (EXHIBIT 10-R) (Federal -fundedonly) t Are all mandatoryfiscal andfederalprovisionsincluded in contract? (Article IV to XVII) What mandatory provisions are not verbatim?
Was Exhibit 10- 02 completed and included in the contract? Specify if sole source:
select--
select—
select-
select--
select--
select--
select—
select--
select--
select--
select--
select--
select--
select--
select-
select-
Wasapublicinterestfinding (EXHIBIT 12=F) preparedbylocalagencyandapprovedbyDLAE? -- select--

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Consultant Contract Reviewers Checkist
No. DESCRIPTION
8 Was price used as an evaluation factor? select--
9 What Policies and Procedures have been adopted? -- select-- a DateadoptedCaltransprocedure (CPMorLAPMCh.10) (mm/yyyy):
b HasCaltransapprovedlocal agency's policiesandprocedures? select-- 10 Method of payment in contract? -- select--
11 Does contract awarded match that of solicitation? select-- D. FOR CONSULTANT CONTRACT AMENDMENT ONLY
1 Amendment number:
2 Start date: End date:
3 Type of original contract: -- select--
4 Was small purchase used for original procurement? select- 5 What is A& I' s ICR decision? -- select--
6 Total amended contract amount:
7 Description of need for amendment:
8 Has the scope of work changed? select_
9 Does the revised scope of work include a consultant in management support role? select- 10 Was Exhibit 10-U submitted if there is a consultant in managementsupport role? select-- Note: PleasesubmitEXHIBIT IO -CtesingfellablePDFalongwithasignedcopyviaemail..

I certifytheinformationI providedonandin connectionwiththisformis true, accurateandcompleteandsupporting documentsarefiled in ourofficefiling system. I alsounderstandthatanyfalsestatementsor omissionsonthisdocument maybegroundsfor disqualificationfromfederaland/orStatefunding.

Local Agency Contract Administrator Date
I havereviewedtheExhibit10-C ConsultantContractReviewersChecklistbutI havenotreviewedthesupporting documentation in detail. The Exhibit 10-C checklist appearsto have been prepared in accordancewith Chapter 10 ConsultantSelection" of theLocalAssistanceProceduresManual. I havenotconducteda comprehensivereviewof the supportingdocumentationandcannot, therefore, attestthattherearenoerrors, ambiguities, or omissionsin theExhibit10- Cchecklist. Caltransassumesnoliabilityfor anydefectin theExhibit10-Cby virtueof itsreviewof thischecklist.

Caltrans DLA Acceptance Date

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INSTRUCTIONSFORA&E CONSULTANTCONTRACTREVIEWERSCHECKLIST SubmittalofExhibit10-CforneworamendedconsultantcontractsisrequiredforallA&Econsultantcontracts StateandFederal) forCaltransreviewandacceptancepriortocontractaward. SectionsA, B, andConExhibit 10-Cwillbeskippedforcontractamendments (SectionDappliestoamendmentsonly). A designatedcontract administratormustprepareandsign EXHIBIT 10-C (Not applicablefor Non A& E Contracts).

EXHIBIT10-C mustbesubmittedusingfillablePDFalongwitha signedcopyvia emailto aeoversight(iWot.ca.govinthefollowingformatFederalProjectNumber/District/Agency/New (orRevised).

Thefollowingareconsideredproceduraldeficienciesandmayjeopardizefederaland/orstatefundingon completed or ongoing projects.

Did not advertise as required.

Did not re -advertise for required period.

Did not identifyall evaluationfactorsin Requestfor Qualifications/Requestfor Proposals.

RFQ/ RFP).

DidnotidentifytheweightsorvaluesofeachevaluationfactorinRFQ/RFP.

Methodof paymentin RFPnot consistentwith contractcostproposal.

No supportingdocumentationthat all proposalswere receivedwithin the required time frames (example: proposals not date-stamped).

NoconflictofinterestsignedbypanelmembersorevidenceanappropriateCodeof Ethics was followed in accordance with federal requirements.

Profit not negotiated.

No support that cost analysis was performed.

Costelementsnot negotiated/evidenceof negotiationsnot maintained.

No prior authorization given for sole source contracts.

Title VI requirements [ per 23 CFR 172 ( c) ( vi)] revisions needed in contracts ( federal funded only).

DBE requirements [ per 23 CFR 172 ( c) ( vii)] revisions needed in contracts ( federal funded only).

The followingareconsideredunrecoverabledeficienciesandshallresultin thewithdrawalof all or a portion of the federal and/ or state funds from the project:

No records or documentation to support consultant procurement.

No supportfor scoringand/or rankingof consultants.

Two ormoreof thefollowingareconsideredunrecoverabledeficienciesandshallresultin thewithdrawal of all or a portion of the federal and/ or state funds from the project:

Nojustification for sole -sourcing.

Could not support contract was advertised at all.

No independent cost estimate performed.

Local preference used.

Price used as an evaluation factor.

ScoringevaluationfactorsorweightsdonotmatchthoseidentifiedintheRFQ/RFP.

Did not includeany evaluationfactorsin the RFQ/RFP.

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Costproposaldoesnotbreakdownjob classificationsandtypesof costsbyamountand/orrates.

MissingTitleVI requirements [per23CFR172 (c) (vi)] fromcontracts (FederalFundedOnly).

MissingDBErequirements [per23CFR172 (c) (vii)] fromcontracts (FederalFundedOnly).

A. PROCUREMENT PLANNING

1. DESCRIPTION OF NEED FOR CONSULTANT
Describe need for consultant: How was the need for a consultant justified? Compare the project schedule andobjectiveswith localagencycapabilities, staffexpertiseandavailability, andfundingresources.

2. LOCAL AGENCY CONTRACT ADMINISTRATOR ( NAME & CONTACT INFO) The Local Agency ContractAdministratormustbe a qualified local agencyemployee, or havestaff that is qualified to ensure the consultant' s work is complete, accurate, and consistent with the terms and conditions of the consultant contract.
a. Include contact information: name of contract administrator. b. Phone and email of contract administrator.

3. SCOPE OF WORK
Indicate if scope of work ( SOW) is included in solicitation and contract. SOW means all services, work activities, and actions required of the consultant by the obligations of the contract. a. Indicate if the contract includes a consultant in a management role ( EXHIBIT 10-U). The use of a consultant in a management role should be limited to unique or unusual situations. These situationsrequireathoroughjustification andapprovalby FHWA beforecontractexecution. b. Schedule of work from work breakdown structure ( WBS) helps to determine the schedule of contractdeliveryandmustbeincludedin thescopeof workto increaseaccountabilityand efficiency of a contract.

4. INDEPENDENT COST ESTIMATES ( ICE)
a. Enter the amount of an independent cost estimate ( ICE). An ICE is needed for cost analysis and contract negotiation ( 23 CFR 172. 7( a)( 1)( v)( B)) to ensure that consultant services are obtainedat a fair and reasonablecost. In orderto properlyidentify the maximumamountof the contract and to assessthe validity of a consultant' s cost proposal, the contracting agency shall prepare a detailed independent estimate with an appropriate breakdown of the work or labor hours, types or classifications of labor required, other direct costs, and consultant' s fixed fee for the defined scope of work.
b. Agencies are required to maintain documentation to show how the ICE was calculated. Several methods can be used. Refer to Module 4 for examples on how to calculate the ICE ata http://www.dot.ca.gov/hq/LocalPrograms/AE/2016/M4-slides.pdf or http:// www. dot. ca.gov/ hq/ LocalPrograms/ AE/ 2016/ M4- 2016- 11- 14.mD4.

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B. SOLICITATION DOCUMENTS AND ADVERTISEMENT

1. CONSULTANT SELECTION COMMITTEE AND CONFLICT OF INTEREST a.

Aconsultantselectioncommitteewithaminimumofthreemembersisappointedatthebeginning of theconsultantselectionprocess. Thecommitteereviewsmaterialssubmittedby consultants, developsashortlistof qualifiedconsultants, anddevelopsafinalrankingof themostqualified proposals.
b. Exhibit 10-T shouldbe completedby all, panelmembersandanyoneinvolvedin theprocurement process, and include signatures and dates.
c. CompletedExhibit 10-T includesall applicableboxescheckedandthe contractadministrator's signature verifying no conflicts of interest.

2. PROCUREMENT SCHEDULE
Provideanestimatedschedulefor theprocurementprocess. Establisha submittaldeadlinefor responsesto the RFP/RFQ thatprovidessufficient time for interestedconsultantsto receivenotice, prepare, andsubmita proposal. Exceptin unusualcircumstances, thisdeadlineshallnotbefewerthan14calendardaysfromthe dateofissuanceoftheRFP/RFQ. A contractprocurementschedulemustbecompletedbeforeadvertisingthe contractandincludedit in thesolicitationdocument, identifying keydatesfor consultantselectionactivities.

3. TYPE OF CONTRACT
Specifythe anticipatedtype of contractlisted in the solicitation document. Threecontracttypesaretypical for A& E consultantservicesfor Federalaidhighway projects. Contracttyperefersto the methodin which the contract is structured to cover the work.
a. Project -specificcontract: A contractbetweenthe contractingagencyand consultantfor the performance of services and a defined scope of work related to a specific project or projects b. Multi- purpose or Multi -phased contract: A project -specific contract where the defined scope of work is dividedinto phasesthat maybe negotiatedandexecutedindividuallyasthe project progresses.
c. On-call contract: A number of projects, under which task or work orders areissuedon an as - neededbasis, for anestablishedcontractperiod. An "on-call" typicallyusedwhena specialized serviceof indefinite delivery or indefinite quantity is neededfor a numberof different projects, such as construction engineering, design, environmental analysis, traffic studies, geotechnical studies, field surveying, etc. Further requirements for on-call contracts:

1.. Specify a reasonablemaximum length of contract period, including the number and period of any allowable contract extensions, which shall not exceed five years;

2. Specifya maximumtotal contractdollar amountthatmaybe awardedundera contract;

3. Include a statement of work, requirements, specifications, or other description to define the general scope, complexity, and professional nature of the services; and

4. Indicate if multiple consultantsare to be selectedand multiple on-call or indefinite delivery/ indefinite quantity ( IDIQ) contracts will be awarded through a single solicitation for specific services, and if so, how task orders will be issued.

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4. METHOD OF PAYMENT
The anticipated method of payment must be specified in the original solicitation, the executed contract and any subsequent modification thereto. Methods of payment are based on the scope of services to be performed:
a. Actual Cost -Plus -FixedFee: is appropriatewhentheextent, scope, complexity, character, or durationof workcannotbepreciselypredicted. Fixedfeesapplyto thetotaldirectandindirect costs.
b. CostPer Unit of Work. is appropriatewhen the costper unit of work can be determinedwith reasonableaccuracyin advanceandthe extentor quantityof thework is indefinite c. SpecificRatesof Compensation: shouldonlybeusedwhenestimatingtheextentortheduration of work is not possibleat the timeof procurement, or estimatingcostswith anyreasonable degree of accuracy.
d. LampSum: is appropriateonly if theextent, scope, complexity, character, duration, andrisk of the work have been sufficiently defined to permit fair compensationto be determinedand evaluated by all parties during negotiations.

Whenthemethodof paymentis otherthanlumpsum, thecontractshallspecifyamaximumamount payablewhich shallnot be exceededunlessadjustedby a contractmodification.

5. EVALUATION CRITERIA AND WEIGHTS ( EXHIBIT 10-B)
The criteria and relative weights must be included in the RFP/RFQ, and the samecriteria and relative weights must be used on the evaluation sheets. See Exhibit 10-B for example criteria. The evaluation criteria MUST have weights in order to properly evaluate the submittals. The criteria MUST be the same as what was listed in the solicitation document. Any changes not made through an addendum render the contract invalid. The combined total of non-technical criteria cannot exceed 10% of the evaluation criteria. Consultantsshouldbe initially ranked basedon raw dataand the final ranking basedon the sum of the initial ranking. Pleaseseeexample iii. Module 3: Evaluation and Selection of Consultant located at; httt):// www. dot.ca. ogv/hq/LocalPrograms/ AE/ 2016/M3- slides pdf or http://www.dot.ca.gov/hq/LocalPrograms/AE/2016/M3-2016-08-31.mp4

6. PROCUREMENT TYPE ( RFP vs RFQ)
a. OnestepRFQ: For services (materialstesting, constructioninspection, etc.). b. OnestepRFP: For projectspecificwork (bridgepainting, roadwaydesign, etc.). c. The Two -Step RFQ/ RFP method may be used when the scope of work is complex or unusual.

This method also may be preferred by local agencies that are inexperienced about negotiations and proceduresfor establishingcompensation. However, the Two -Step RFQ/RFP method is recommended for procurement of multiple on-call contracts, or pre -qualified list, through a single solicitation. This method requires substantially more work and time than the other two methods described above.
d. Length of contract: all contracts must have a duration specified. On-call contracts should not exceed five years (three year contract with options to twice extend an additional year). The type and length of the contract should be listed in the solicitation.

7. DBE UTILIZATION GOAL SETTING ( FEDERAL FUNDED ONLY)
DBE goalsarerequiredfor all Federal -aid contractsincludingon-call contracts.

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a. Exhibit9-D (DBEContractGoalMethodology) mustbesubmittedandreviewedbyCaltransfor consultant contracts equal to or greater than $500.000. An agency must have documentation as to how the goal was calculated. Use your independent cost estimate and follow the DBE procedureslocatedat httn://www.dot.ca.gov/hq/LocalPrograms/lam/forms/chat)ter9/9dpddf b. Exhibit 10-I (NOTICE TO PROPOSERS DBE INFORMATION) must be included in the solicitation.
c.

Proposalswithout information regarding, or not meeting, the requiredDBE utilization goal or without a Good Faith Effort documentationare considerednonresponsiveand shall be rejected.

Zero (no subcontractingopportunities) DBE goalsmustbe approvedby the DLAE prior to contract execution. No goal means DBE was not considered in solicitation. d. Exhibit 15- H ( DBE Information— GoodFaithEfforts) mustbe approvedby LPA.

8. RECORDS OF PUBLICATION FOR RFP OR RFQ
a. List the platform that was usedto advertisethe RFP/RFQ: A public forum must be usedthat gives both in-state and out-of-stateconsultantsa fair opportunity to be consideredfor award.

Acceptable advertisements include, although not limited to: public clearinghouse, Planetbids, Public Purchase, andlocalagency'swebsite.
b. Advertisingmustbeat least14calendardays. Caltranssuggests21 daysminimum.

9. RECORDS OF RESPONSE TO SOLICITATION
a. A minimum of three proposalsmust be received and evaluated. If only two proposalsare received, a justification must be documentedto proceedwith the procurement; if only one proposalis received, a signedPublic InterestFinding (PIF) approvedby the DLAE is required.

In either case, the re- advertisement of the RFP should be considered as an option. b. The ContractAdministratormust evaluateeachSOQ/SOPandverify eachproposalcontainsall of the formsandotherinformationrequiredby thesolicitation. c. All proposalsreceivedshouldbe documented (e.g. log sheet, copiesof time -stampedenvelopes, etc.), and copies must be kept in agency' s files.

C. EVALUATION AND SELECTION

1. DOCUMENTATION OF CONSULTANT SELECTION
a. Documentation of when each proposal was received must be maintained in the project files.

Copies of date stamped envelope covers or box tops are recommended.. All supporting documentation must be retained in the project files for the required retention period in the event an audit or review is performed.
b. Evaluation criteria must be the sameas in solicitation from which a qualifications based selection was conducted.
c. Original score sheets complete with signatures must be in the file. Spreadsheetsalone are not an acceptablemethod of showing evaluation. Score sheets must be signed and dated by all evaluators.
d. Exhibits 10-01 must be included in the technical proposal or the statement of qualification package provided to the local agency by each (prime consultant) proposer and required to be submitted to the DLAEfor federalreimbursement (Federalfundedprojectsonly). For calculatinggoals, refer to:
http:// www. dot.ca.gov/hq/LocalPrograms/ AE/ 2016/M2- slides.l)df or http://www.dot.ca.gov/hq/LocalPrortams/AE/2016/M2-2016-09-02.my4 Module 2.

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For contractswithno DBEcontractgoal, Exhibit10-01 isnotnecessary. e. Exhibit 10-U must be completedby all consultantsin managementsupportrole positionsand submittedto FHWA for approvalthroughCaltransHQ prior to contractexecution.

2. DEVELOP TOP RANKED CONSULTANTS AND NOTIFY ALL INTERVIEWEES a.

Threeormorehighestrankedconsultants (shortlisted) will beinterviewedandafmalrankingof the highest ranked consultantsmust be developed. All consultantsthat submitted technical proposalsmustbeinformedaboutthe final rankingof consultants. Notesshouldbe keptto explain why a particular consultant was not selected if requested. b. Interviews are to be structuredand conductedin a formal manner. Each consultantto be interviewedis sentaninvitationtotheinterview, withanagendaandtimeline. A copyof the draft proposedcontract, defining the standardcontract language/boilerplateis also provided.

Referencechecksshall be completedand other information gatheredbeforethe interviews are conducted. All oralinterviewsmustbeevaluatedincludingsignaturesanddates.

3. COST PROPOSAL
a. All costproposalsneedto be in thesameformat asExhibit 10-H or equivalentandcontainall of the cost components including direct, indirect, other direct, and fee.

Seehttp://www.dot.ca.gov/hq/LocalPrograms/lam/forms/chapterI0/10hpdf for sampleform for each method of payment.
b. Themethodofpaymentmustbespecifiedincostproposal. Fourmethodsarepermitteddepending on the scope of services to be performed: Actual Cost -Plus -Fixed Fee; Cost Per Unit of Work; SpecificRatesof Compensation; Lump Sum.
c. Cost proposalmust identify classificationsto be billed. Labor costsmust be broken down to direct and indirect.
d. ICR must be a given current fiscal year.
e. All key personnel must be identified in cost proposal. f. Costproposalmustincludeotherdirectcostsandsupportingcalculations (EXHIBIT10-H) g. Thedeterminationof theamountof thefixedfeeshalltakeintoaccountthesize, complexity, duration, anddegreeof riskinvolvedin thework. Thefixedfeeisnotadjustableduringthelife of the contract. Fixed fees in excess of 15% of the total direct labor and indirect costs of the contract may be justified only when exceptional circumstances exist (23 CFR 172.1Lb ( 3) (iii)).

4. AUDIT AND REVIEW DOCUMENTS
For contracts are equal to or greater , than $ 150, 000, an annual Exhibit 10- K, Consultant Annual Certification of Indirect Cost and Financial Management System of all A& E funis on the contract must be submitted to A& I for review ( All prime and sub -consultants) for both federal and state funded contracts. The firm will be listed on A& I' s website, if the firm' s annual indirect cost rate has been accepted by A& I and shown with the identification number and the applicable fiscal year. a. Proposedindirect cost rate on all contract proposalsare subject to review by A& I prior to execution.
b. The review may result in acceptance, adjustment, or denial of proposed ICR. The final cost proposal must be revised if applicable to reflect the adjusted or denied ICR. c. Any findings by A& I needto be resolvedprior to contractexecutionor the contractcould be consideredineligible for stateand/or federalfunding.

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5. RECORD OF COST/ PROFIT NEGOTIATIONS
a. Selected/best-qualifiedconsultant'scostelementsmustbeanalyzedincludingnecessityforand reasonableness (verification of costor priceinformationnot comparingcostor pricedata). b. At the completionof successfulcostnegotiations, all remainingconcealed "unopened" cost proposalsshall be returnedto consultantsor disposeof in accordancewith written policies and proceduresapprovedby FHWA (23 CFR 172.5(c)).
c.

Costanalysis, i.e., verifyingthecostin thecostproposalfromthetop-rankedconsultantand evaluatingthe specific elementssuchasdirect salaryor wagerates, fixed fee, other direct costs, indirect costs and profits ( 23 CFR Part 172. 11(b)). Cost Analysis is the analysis of the separate cost elements of a service to verify proposed costs are reasonable for the work to be performed andin compliantwith Federalcostprinciples. CostAnalysisis usedto verifydirectcostin consultant' s cost proposal to actual costs of labor, products and services and to determine if the costs are reasonable. Price Analysis ( comparisons with previous prices) may be included, provided Cost Analysis was performedon the previousprices, reasonablenesswas determined andthepreviouscontractedwork is substantiallythesame.
d. In accordancewith federal guidelines, project recordof negotiationsof cost/profit shall be kept for at least three (3) years after payment of the final federal or state voucher.

6. MANDATORY FEDERAL FISCAL PROVISIONS ( FEDERAL - FUNDED ONLY) a. The 14articleslist in Exhibit 10-R asmandatoryandverbatimmustbe in thecontract. b. List provisions that are not verbatim.
c. Exhibits 10-02 mustbe completedat theconclusionof costnegotiations, incorporatedinto the final agreementanda copy sentto theDLAE. Referto:
https:// player. vimeo. com/ video/ 127551624 or
hqp:// www. dot.ca. ogv/hq/LocalProo-rams/AE/ 2016/M2- 2016-09-02 mp4 Module 2 for calculating goals.

7. SOLE - SOURCE CONTRACT
Sole -sourcealsoknownasnoncompetitiveis definedasthemethodof procurementof engineeringanddesign relatedserviceswhenit is not feasibleto awardthecontractusingcompetitivenegotiation. Sole- sourcecontracts shouldbeusedonlyin verylimitedcircumstances. Documentthejustificationfor sole- sourcein detail. Forsole - sourcecontracts, theDLAEmustapproveandsignthePublicInterestFinding (PIF) EXHIBIT 12-F. If thePIFis not approved, the contractis consideredinvalid andnot federallyreimbursable. All sole -sourcePIF'smusthavean independent cost estimate attached.

8. EVALUATION FACTOR
For A& E contracts, price cannot be used as an evaluationfactor. Price should not be considereduntil negotiations. Only the consultantchosenfor negotiationsshouldhavetheir cost proposalopened (all other proposalsshouldbereturnedto senderunopenedordisposedof accordingtoagencypolicyaftercontract execution).

9. POLICY AND PROCEDURES
a. Date adopted Caltrans procedures - Consultant Procurement Manual ( CPM) or LAPM Ch. 10.

Accordingto federalregulations, anagencymusthaveanapprovedprocedureor adoptCaltrans. b. If notCaltransprocedures, haslocalagency'sprocedurebeenapprovedbyCaltrans? Localagency canusetheir own proceduresbut thesemustbeapprovedby Caltransto be consideredvalid. All agenciesmustfollow LAPM Ch. 10for consultantcontractsin additionto anypoliciesand

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procedures they have in place.

10. METHOD OF PAYMENT IN CONTRACT
Themethodof paymentlistedin theexecutedcontractshouldbethesameasthesolicitationandcost proposal.

11. CONTRACT AWARDED SHOULD MATCH SOLICITATION
Thetypeof contract (Specific, Multi -phased, or On-call) listedin theexecutedcontractmustbethe same as the solicitation and cost proposal.

D. FOR CONSULTANT CONTRACT AMENDMENT ONLY

1. AMENDMENT NUMBER
Everycontractamendmentmusthaveanamendmentnumberandthatamendmentnumbermustbespecifiedin the EXHIBIT 10-C.

2. SPECIFY MAXIMUM LENGTH OF CONTRACT AMENDMENT
Specifyareasonablemaximumlengthofconsultantcontractamendmentperiodbyindicatingstartdateof the amendmentandenddateof thetotal new -contractperiod. For on-call contract, the maximumlengthof consultant contract amendment period shall not exceed five years in total.

All contractamendmentsmustbefully executedbeforetheendingdateof thecontract. Failureto amenda contractprior to theendingdatewill makethesubsequentcostsineligiblefor federalandstatereimbursement.

3. TYPE OF ORIGINAL CONTRACT
Specifytheoriginaltypeofcontractawardedinacontractamendment. Threecontracttypeswhicharetypical forA&Econsultantservicesfor Federalaidhighwayprojectsareproject -specific, multi -phased, andon-call.

A contracttype specifiedin the contractamendmentshallmatchwith the original contract.

4. WAS SMALL PURCHASE USED FOR ORIGINAL PROCUREMENT?
The full amountof any contractmodification or amendmentthatwould causethe total contractamountto exceedthefederalsimplifiedacquisitionthreshold (currentlyestablishedat $150,000) wouldbeineligible forfederalfunding. Also, FHWAreservestherighttowithdrawallfederal -aidfundingfromacontractif it is modifiedor amendedabovetheapplicableestablishedsimplifiedacquisitionthreshold. All small purchase contracts shall have a start and end date.

5. WHAT IS A& I' S ICR DECISION?
Foramendmentcontractsareequaltoorgreaterthan $150,000, anannualExhibit 10-K, ConsultantAnnual Certificationof Indirect Cost and FinancialManagementSystemof all A&E funis on the contract must be submitted to A& I for review (All prime and sub -consultants) for both federalandstatefunded contracts. Proposedindirectcostrateon all contractproposalsaresubjectto reviewby A&I priorto contractaward. Thereviewmayresultin acceptance, adjustment, or denialof proposedICR. The final cost proposalmustbe revisedif applicableto reflectthe adjustedor deniedICR.

LPP 17- 01 August 2017
Local Assistance Procedures Manual EXHIBIT 10- C
Consultant Contract Reviewers Checklist

6. TOTAL AMENDED CONTRACT AMOUNT
Specifyamaximumtotalamountof amendedcontractthatmaybeawardedunderthetotalcontract. A&E ConsultantAuditandReviewProcessofLAPMChapter10shallapplytotheentirecontractandmustbe completed prior to execution of the contract amendment.

The full amountof any contractmodification or amendmentthat would causethe total contractamountto exceedthefederalsimplifiedacquisitionthreshold (currentlyestablishedat $150,000) wouldbeineligiblefor federalfunding.

7. DESCRIPTION OF NEED FOR AMENDMENT
Describeneedfor amendmentof theexistingprojectscheduleandobjectives: Howwastheneedfor an amendmentjustified? Howhastheoriginalprojectbeenhandledandwhyisit requiredtobemodified? (e.g.:

Extratime, addedwork, orincreasedcosts). Onlyworkwithintheoriginaladvertisedscopeof servicesshall beaddedby amendmentto thecontract. Theadditionof work outsidetheoriginaladvertisedscopewill make that work ineligible for federal or state reimbursement.

S. HAS THE SCOPE OF WORK CHANGED?
Scopeof work andpreparationof amendmentsmustbeclearlystatedin EXHIBIT 10-C andtheamendment contracttoensurethatanychangestothescopearewithintheconstraintsoftheoriginalRFP/RFQ.

Only work included within the original advertised scope of services and evaluation criteria of the solicitationfromwhichaconsultantwasselectedbasedonqualificationsto_performmaybeincorporated into a contract. Necessaryor desiredserviceswhich are outsideof the advertisedscopefrom which the qualificationsbasedselectionwasconductedshouldbeprocuredunderanewadvertisement, accomplished with in-housecontractingagencystaff, or performedunderanexistingon-call contractwhichallowsfor the desiredservices, necessaryqualifications, costs, andschedule.

9. DOES THE REVISED SCOPE OF WORK INCLUDE A CONSULTANT IN MANAGEMENT SUPPORT ROLE?
Indicateif thecontractamendmentincludesaconsultantin amanagementrole. Localagencyshallfill out EXHIBIT 10-U if theyneedfor consultant(s) in managementsupportrole.

1.0. WAS EXHIBIT 10-U SUBMITTED IF THERE IS A CONSULTANTIN MANAGEMENT SUPPORT ROLE?
A completedExhibit 10-U shallbe submittedto FHWAfor approvalpriorto executionof thecontract amendmentforwhichfederalfundsarebeingsought. LocalagenciesmustsubmitanapprovedExhibit10- U prior to seeking federal reimbursement.

LPP 17- 01 August2017
RESOLUTION NO. RES - 2018- 150

RESOLUTION OF THE COUNCIL OF THE CITY OF SANTA ROSA APPROVING A

MASTER FUNDING AGREEMENT WITH THE METROPOLITAN TRANSPORTATION

COMMISSION FOR PLANNING, PROGRAMMING, TRANSPORTATION, TRANSIT, LAND USE AND OTHER PROJECTS FOR FISCAL YEARS 2018/ 2019 THROUGH 2027/ 2028, FILE NO. STI 8- 002
WHEREAS, the Metropolitan Transportation Commission ( MTC), from time to time, expectsto provide grant funding to Bay Area jurisdictions for planning, programming, transportation, transit, land use and other similar projects; and WHEREAS, the City of Santa Rosa has been the recipient of numerous grants through MTC over the years, and expects this trend to continue; and WHEREAS, to easethe processof administering agreementsrelated to grant funding, MTC is requestingthat all jurisdictions receiving grant funding through the current year' s Planning Grant cycle enter into a Master Funding Agreement, which would establishterms and conditions for all future grant funding with MTC over a ten-year period (fiscal years2018/2019 through 2027/ 2028); and
WHEREAS, on April 25, 2018, the MTC Commission approved a grant in the amount of 800,000 to the City of SantaRosato updatethe Downtown Station Area Specific Plan, which would be the first grant funding provided by MTC to the City of SantaRosaunder the Master FundingAgreement, andwill beactedonby theCity CouncilasSupplementOneto theMaster Funding Agreement.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Santa Rosa approvestheMasterFundingAgreementwith theMetropolitanTransportationCommissionfor planning, programming, transportation, transit, land use and other projects for fiscal year 2018/2019throughfiscal year2027/2028, in substantiallythesameform asExhibit A to the Resolution, subjectto approval asto form by the City Attorney.

IN COUNCIL DULY PASSED this 4th day of September, 2018.

AYES: ( 6) Vice Mayor Rogers, Council Members Combs, Olivares, Sawyer, Schwedhelm, Tibbetts
NOES: ( 0)
ABSENT: ( 1) Mayor Coursey
ABSTAIN: ( 0)
ATTEST:

City ler c
APPROV AS TO FORM:
rv&/ -
City Attorney
APPROVED:

Mayor
Exhibit A — Master Funding Agreement with the Metropolitan Transportation Commission for planning, programming, transportation, transit, land use and other projects for fiscal year 2018/ 2019 through fiscal year 2027/ 2028
Reso. No. RES - 2018- 150

Exhibit A