Agenda packet — City Council and Concurrent Authorities, May 14, 2024 (part 6 of 8)

971
REV 2022-05-17

If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Umbrella or Excess Policies
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City of Stockton.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

Contractor agrees to obtain any endorsement that may be necessary to affect this

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waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid Bond

2. Performance Bond

3. Payment Bond

4. Maintenance Bond

The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate

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REV 2022-05-17

Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

Certificate Holder Address

The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202

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974
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace. This policy defines prohibited behavior and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.

II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.

All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care "Market Place" or "Exchange."
B. It is an unlawful employment practice to discriminate against or to harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.

C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-employees with whom City employees have a business service, or professional relationship.

D. All City employees and non-employees share a responsibility to assist in

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975
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 2 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 maintaining an employment environment free of discrimination and harassment. This policy applies to all aspects of City employment, including, but not limited to, hiring, reassignment, placement, promotion, employment action, disciplinary action, layoff, reemployment, transfer, leave of absence, compensation and benefits, training; or other terms of treatment of that person in an unpaid internship, or another limited duration program to provide unpaid work experience for that person, or the harassment of an unpaid intern or volunteer.

E. All allegations of discrimination and/or harassment shall be investigated immediately by the City, in accordance with this policy. If it is determined that any prohibited activity has occurred, remedial action shall be taken. Such action may include discipline up to and including discharge. In addition, under applicable law, individual supervisors and employees may be subject to personal liability and/or punitive damages in any litigation arising as a result of such conduct.

F. All new hires shall attend harassment awareness training, and supervisors and managers shall attend harassment awareness and prevention training for supervisors every two years.

G. The City of Stockton prohibits retaliation against any employee or non employee by another employee, non-employee, supervisor, or manager for reporting, filing, testifying, assisting or participating in any manner in any investigation, proceeding, or hearing conducted by the employer or a federal or state enforcement agency.

H. This policy applies to all officials, employees, volunteers, unpaid interns, agents, or contractors of the City.

I. This policy shall be administered by the Director of Human Resources.

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976
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 3 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment m the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 Ill. DEFINITION AND EXAMPLES OF DISCRIMINATION AND HARASSMENT A. "Discrimination," as used in this policy, is any action, behavior, practice, or process that is intended to deny, or results in the denial of, employment rights, privileges, or benefits because of a person's race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other prohibition identified under state and federal law. The following are examples of conduct that may constitute discrimination:

1. Soliciting applications from a source where all or most of potential workers are of the same race or color.

2. Considering a person's gender as the basis for differences in pay, work assignments, performance evaluations, training, discipline, or any other area of employment; and

3. Questioning a job applicant about the existence, nature and severity of a disability.

B. "Harassment," as used in this policy, consists of any conduct affecting another person because of his or her race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute identified under state and federal law when such conduct has the purpose or the effect of: (1) creating an intimidating, hostile or offensive work environment; (2) unreasonably interfering with the employee's or non-employee's work performance; or (3)

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977
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 4 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 otherwise adversely affecting an employee's or non-employee's employment opportunities.

Harassment may take many forms, including, but not limited to, the following examples:

1. Verbal Harassment: Epithets, derogatory and offensive comments or slurs based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

2. Physical Harassment: Assault, impeding or blocking movement that results in the physical interference with normal work or movement on the basis of race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

3. Visual Harassment: The displaying of posters, photography, notices, bulletins, e-mails, cartoons or drawings with derogatory and offensive content based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

C. "Sexual harassment," as used in this policy, is a subcategory of harassment, and is specifically defined by law as unwanted sexual advances, requests for sexual favors or visual, verbal or physical conduct of a sexual nature when:

1. Submission to such conduct is made a term or condition of employment; or

2. Submission to or rejection of such conduct is used as a basis for employment decisions affecting the individual; or

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978
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 5 of 14

DISCRIMINATION AND

3. Such conduct has the purpose or effect of unreasonably interfering with an employee's or non-employee's work performance or creating an intimidating, hostile or offensive working environment because of the persistent, severe or pervasive nature of the conduct.

Examples of Sexual Harassment include, but are not limited to the following:
a. Unwelcome sexual overtures or propositions.
b. Offering employment benefits or status in exchange for sexual favors.
c. Making or threatening retaliation after a negative response to sexual advances.
d. Visual conduct such as leering, making sexual gestures, displaying sexually suggestive objects or pictures, cartoons, calendars or posters.
e. Verbal conduct such as using epithets or slurs, telling sexually explicit jokes, or making derogatory or suggestive comments about a person's body or dress.
f. Written communications of a sexual nature distributed in hard copy, soft copy or via a computer network.
g. Verbal abuse of a sexual nature, graphic verbal commentary about an individual's body, sexually degrading words to describe an individual, suggestive or obscene letters, notes or invitations.
h. Physical conduct such as touching, assaulting, impeding or blocking movements.

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979
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 6 of 14
DISCRIMINATION AND Effective Date:

HARASSMENT POLICY
Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95. 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 i. Retaliation for making harassment reports or threatening to report harassment.

D. Affordable Care Act (ACA) Anti-Retaliation
Pursuant to section §1558 of the Affordable Care Act, the City prohibits discrimination or retaliation towards any employee who:

1. Receives a health insurance tax credit or subsidy through the Health Care "Marketplace" or "Exchange", by which can trigger a penalty payable by the employer;

2. Reports potential violations of protections afforded under Title I of the Act, which provides guaranteed availability protections among other things;

3. Testifies in a proceeding concerning such violation;

4. Assists or participates in a proceeding concerning a violation; or

5. Objects to, or refuses to participate in, any activity, policy, practice, or assigned task that the employee reasonably believes to be in violation of any provision of the Title I of the Act.

An employee who believes that he or she has been discharged or otherwise discriminated against in violation of section §1558 of the Affordable Care Act may seek relief in accordance with the procedures, notifications, burdens of proof, remedies, and statutes of limitation set forth in section 2087(b) of title 15, United States Code.

IV. REPORTING AND COMPLAINT PROCEDURES
A. Immediate Action Required
The City's reporting and complaint procedures provide for an immediate, thorough and objective investigation of discrimination or harassment claims, appropriate disciplinary action taken against any person found to have engaged in prohibited behavior, and appropriate alternative remedies to any

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980
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 7 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 employee or non-employee subject to discrimination or harassment. To accomplish this, such incidents must be reported immediately to a supervisor or manager.

1. Employee's and Non-Employee's Responsibilities when Subjected to Discrimination and/or Harassment
a. Employees or non-employees who believe they have been subjected to discrimination or harassment, or are aware of discrimination or harassment against others, shall report the situation immediately to his/her supervisor or manager, except as specified in subsection (b), below. Employees and non employees shall report any such incidents occurring in the workplace, whether committed by coworkers, supervisors or managers, or third persons doing business with the City, such as customers or vendors, or other non-employees. If
comfortable doing so, an employee or non-employee who has a complaint of discrimination or harassment is encouraged to directly inform the person(s) engaging in the behavior that such conduct is offensive and insist the behavior to stop.
b. Employees and non-employees must immediately contact a supervisor or manager to register a complaint of discrimination or harassment, unless that supervisor or manager is the individual engaging in the unwanted behavior. In that case, the employee or non-employee may contact someone at the next supervisory level. If the employee or non-employee feels uncomfortable dealing directly with his or her immediate supervisor or manager, he or she may contact the department head, or the Director of Human Resources (or either of their designees) to register a complaint of discrimination or harassment.
c. Employees and non-employees may file a formal complaint of harassment or discrimination with their department head or

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981
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 8 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 with Human Resources. To assist the City in conducting a thorough investigation, complaints shall be submitted in writing and shall include specific details of the incident(s), the names of the individuals involved, the names of any witnesses, and any documentary evidence (notes, pictures, cartoons, etc.) that will corroborate the allegations.
d. Employees and non-employees shall immediately report any retaliation to a supervisor, manager, department head or Director of Human Resources (or designee). All retaliation complaints shall be immediately, objectively and thoroughly investigated in accordance with the investigation procedures.

If a report of retaliation is substantiated, appropriate disciplinary action, up to and including discharge shall be taken.

2. Supervisor's or Manager's Responsibilities to Eliminate Discrimination and/or Harassment
a. A supervisor or manager is responsible for enforcing the City's discrimination and harassment policy. Supervisors or
managers must ensure that all employees and non-employees are aware of the City's policy through open discussion of the policy at staff meetings and by posting the policy in a conspicuous location accessible to all staff members.
b. A supervisor or manager shall be cognizant of employees' and non-employees' behavior and shall not permit any employee or non-employee under their supervision to be subjected to or engage in any conduct prohibited by this policy.
c. A supervisor or manager who observes conduct prohibited by this policy shall immediately direct the employee or non employee to cease the conduct.

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982
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 9 of 14
DISCRIMINATION AND Revised From:

HARASSMENT POLICY
Effective Date:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 d. A supervisor or manager who receives a complaint of
prohibited conduct is required to take the complaint seriously, and report the matter immediately to the department head; be supportive of the complainant; ensure there is no retaliation against the complainant; conduct an internal fact-finding review into the allegations; obtain as much detailed information as possible; thoroughly document the findings; communicate in written form to the parties the resolution of the complaint; and report to and consult with the Human Resources Department promptly, without delay.

B. Confidentiality. The City will make every effort to protect the privacy and confidentiality of all parties involved, as well as any information and/or documentation obtained, to the extent possible consistent with a thorough investigation.

C. Penalty for Non-Compliance. The City shall take disciplinary action, up to and including discharge, against any supervisor or manager who fails in his/her responsibility to take immediate action in response to an employee's or non-employee's complaint of discrimination or harassment. Further, such disciplinary action shall be taken against a supervisor or manager who fails to stop discriminatory or harassing conduct committed in his/her presence or to stop such conduct about which the supervisor or manager has knowledge.

V. INVESTIGATION PROCEDURES
A. Determination of Responsibility for Investigation
If a formal complaint is filed with the department head or the Director of Human Resources (or either of their designees), the department head and the Director of Human Resources shall consult with one another to determine whether the department or Human Resources shall conduct the fact-finding investigation into the allegations. Either the department head or the Director of Human Resources (or either of their designees), depending on who is

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983
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.10 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 responsible for the investigation, shall issue written notification to the complainant and alleged harasser(s). The notification shall specify the nature of the complaint, and inform the parties that an investigation into the allegations of discrimination and/or harassment shall be conducted.

Investigative Guidelines
The investigation shall include the following steps taken in the order best suited to the circumstances:

1. Identify and preserve the evidence.

2. Confirm the name and position of the complainant. Interview the complainant.

3. Allow the complainant the opportunity to place the complaint in writing.

4. Obtain the identity of the alleged harasser(s).

5. Obtain as many details as possible regarding the incident(s) that prompted the complaint, including the number of occurrences, dates, times, locations, and witnesses (if applicable).

6. Ascertain how the complainant felt about the alleged incident when it occurred; complainant's response(s) to the alleged behavior; and witness statements (if applicable).

7. Ascertain if any threats or promises were made in connection with the alleged harassment.

8. Ascertain if the complainant knows of or suspects that there are other victims of harassment by the same person(s).

9. Ascertain whether the complainant has spoken to anyone, especially

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984
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 11 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment m the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 supervisors, about the harassment.

10. Ascertain what resolution would be acceptable to the complainant.

11. Interview the alleged harasser to get his or her side of the story, including any possible motivation for a false allegation.

12. Interview witnesses who were identified by the complainant regarding the alleged harasser or other persons identified during the investigation.

13. Interview witnesses who were identified by the alleged harasser or other persons identified during the investigation.

14. Advise all participants that the investigation is "confidential" and not to engage in any retaliatory conduct, as such conduct is subject to disciplinary action up to and including discharge. Confidentiality will be maintained to the extent possible. An individual who is interviewed during the course of an investigation is prohibited from discussing the substance of the interview, except as otherwise directed by a supervisor or the Director of Human Resources. Any individual who discusses the content of an investigatory interview will be subject to discipline or other appropriate sanction.

15. Conduct follow-up interviews, if warranted.

16. Prepare report of findings and discuss with management and designated legal staff.

VI. RESPONDING TO THE COMPLAINT
A. Following the completion of the fact-finding investigation, either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation, shall

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985
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.12 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 make a report of findings, along with a recommendation regarding the appropriate remedial action to be taken, if warranted. The recommendation shall be made after reviewing the findings of the investigation, giving consideration to all factual information, the nature of the alleged conduct, and the totality of the circumstances. If the investigation was conducted by the Director of Human Resources, or designee, the Director, or designee, shall confer with the affected department head and both shall concur on the remedial action to be taken, if any. If the investigation was conducted by the department head, the department head shall confer with the Director of Human Resources prior to making the report of findings and both shall concur on the remedial action to be taken, if any.

B. If either the department head or the Director of Human Resources does not concur with the findings and recommendation of the other, the City Attorney (or designee) shall review and resolve the matter in dispute.

C. Report of findings and recommendation shall be treated as a confidential document and no other distribution shall be made without first consulting with the City Attorney's Office. A completed investigation report will not be disclosed, except as it is deemed necessary to support a disciplinary action, to take remedial action, to defend the City in adversarial proceedings, or to comply with the law or court order.

D. Either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation shall provide a written response to the complainant and the person alleged to have committed the misconduct, discrimination and/or harassment. The response shall include a copy of the City's discrimination and harassment policy and a memorandum indicating the City's determination as to whether the complaint is:

1. Unsustained: The investigation failed to disclose sufficient evidence to substantiate the allegation(s).

2. Unfounded: The investigation proved that the act(s) or omission(s)

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986

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 13 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09

3. 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 complained of did not occur. The finding also applies when the individual employee(s) named in the complaint were not involved in the act(s) or omission(s) alleged.

Sustained: The investigation disclosed sufficient evidence to substantiate the allegation(s) made in the complaint; appropriate action will be taken.

E. Details regarding any specific fact-findings or disciplinary action to be taken will not be communicated to the complainant. The City Attorney shall review the response for legal sufficiency before dissemination.

F. The City shall close and retain the investigation file, in accordance with applicable laws, regulations, and City policy regarding retention of City records.

VII. DISCIPLINE
Disciplinary action imposed as a result of any investigation conducted pursuant to this policy shall be commensurate with the severity of the offense, up to and including discharge, even for a first offense.

VIII. ALTERNATIVE REMEDIES
If upon exhausting all internal remedies to file, investigate, and respond to a charges of discrimination/harassment, pursuant to title VII of the Federal Civil Rights Act of 1964 (42 U.S.C §§ 2000e et seq.), any person has a right to file a charge of discrimination/harassment with the Equal Employment Opportunity Commission ("EEOC"). In addition, pursuant to the California Fair Employment and Housing Act (Gov. Code §§ 12900 - 12996.) a person may also file a complaint of discrimination/harassment with the California Department of Fair Employment and Housing ("DFEH"). Employees or non-employees who believe that they have been subjected to discrimination/harassment may file a complaint with either of these

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987

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 14 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 agencies. Both the EEOC and DFEH serve as neutral fact-finders and attempt to assist parties in resolving disputes voluntarily.

IX. COMMUNICATION OF POLICY
This policy shall be provided to all managers, supervisors, employees, volunteers, unpaid interns, agents or contractors of the City and shall be posted in the appropriate places. All employees shall participate in City approved harassment awareness training as directed by management or Human Resources; and all supervisors, as required by law, shall participate in City approved interactive harassment awareness training and education sessions at least once every two years, or as otherwise specified by law.

APPROVED:
c:r��SON

CITY MANAGER
::ODMA\GRPWISE\COS.PER.PER_Library:96180.1

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BOND F

OR FAITHFUL PERFORMANCE
KNO
W ALL MEN BY THESE PRESENTS:

That we, GE ORGE REED, INC. , a STATE OF CALIFORNIA CORPORATION, as Principal and , a corporation, organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, as obligee, in the just and full sum of SIX HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($680,000), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to the said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligation is such that the above bounded Principal has s
imultaneously entered into a contract with the CITY, to do and perform the following work, to wit:

OAK P

ARK SENIOR PARKING LOT RESURFACING
(PROJECT NO. WD22012)
NO
W, THEREFORE, if the above bounded Principal, CONTRACTOR, Company or
Corporation or its subcontractor, shall well and truly perform the work contracted to be done under said contract, then this obligation to be null and void; otherwise to remain in full force and effect.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract, or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY, and no forbearance on the part of the said CITY shall operate to relieve any Surety or Sureties from liability on this bond, and consent by said Surety is hereby given, and the said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

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SIGNED AND SEALED on

APPROVED AS TO SURETY:

By:

PRINCIPAL

SURETY
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY

By:

ATTORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY

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BOND FOR LABOR AND MATERIAL

KNOW ALL MEN BY THESE PRESENTS:

That we , GEORGE REED, IN C., a STATE OF CALIFORNIA CORPORATION, as Principal and , corporation, organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of SIX HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($680,000), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to said CITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligations is such that the above bounden Principal has
simultaneously entered into a contract of even date herewith, with the CITY, to do and perform the following work, to-wit:

OAK PARK SENIOR PARKING LOT RESURFACING
(PROJECT NO. WD22012)

NOW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the Surety on EXHIBIT 2

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this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and all claims hereunder shall be filed and proceedings had in connection therewith as required by the provisions of Division 3, Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall be awarded by the Court to the prevailing party in said suit; said attorney's fee to be fixed as costs in said suit, and to be included in the judgment therein rendered.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY and no forbearance on the part of the said CITY shall operate to relieve any surety or sureties from liability on this bond, and consent to make such alterations without further notice to or consent by any such surety is hereby given, and the said sureties hereby waive the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on
.

APPROVED AS TO SURE
TY: By:

PRINCIPAL

SURETY
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY

By:

ATTORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY

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City of Stockton
Legislation Text
File #: 24-0085, Version: 1

ADOPT RESOLUTION TO APPROVE PROFESSIONAL SERVICES CONTRACT AMENDMENT NO. 3 AND APPROPRIATE FUNDS FOR THE MAIN STREET COMPLETE STREETS PROJECT

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Authorize Professional Services Contract Amendment No. 3 in the amount of $76,500 with Siegfried Engineering, Inc. for the Main Street Complete Streets, Project No. WT18006.

2. Appropriate funds in the amount of $30,000 from the Public Facilities Fee Air Quality Fund Balance to the Main Street Complete Streets, Project No. WT18006.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Summary
On November 5, 2019, by Resolution No. 2019-11-05-1105, Council authorized the award of a Professional Services Contract, in the amount of $585,000, to Siegfried Engineering, Inc. of Stockton, CA, to prepare the Precise Road Plan (PRP) and environmental documentation for the Main Street Complete Streets project. The overall goal of the project is to provide a framework for Main Street to become a “complete street”. The project was included in the 2018-23 Five-Year Capital Improvement Plan (CIP).

The original limits of the Main Street Complete Streets project were from Aurora Street to the City limits near State Route 99. Professional Services Contract Amendment Nos. 1 and 2 were administratively issued under the City Manager’s authority to expand the westerly limits of the project to California Street and to also include Market Street. Professional Services Contract Amendment No. 3 will further expand the westerly limits of Main Street to Hunter Street and of Market Street to Center Street (Attachment A), which will improve bicycle connectivity to the downtown area and to close a gap in the bicycle backbone network.

Professional Services Contract Amendment No. 3 with Siegfried Engineering, Inc., in the amount of $76,500, requires Council authorization as the cumulative amount of Professional Services Contract Amendment Nos. 1 through 3 exceed the administrative change order authority allowed under the existing contract.

It is recommended that Council adopt a resolution to approve Professional Services Contract Amendment No. 3 in the amount of $76,500 with Siegfried Engineering, Inc. to further expand the westerly limits of the project. It is also recommended that Council appropriate funds in the amount of City of Stockton Printed on 5/8/2024Page 1 of 3
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$30,000 from the Public Facilities Fee (PFF) Air Quality Fund Balance to the Main Street Complete Streets, Project No. WT18006.

It is anticipated that the PRP and environmental documents will be completed by December 2024.

DISCUSSION
Background
On November 5, 2019, by Resolution No. 2019-11-05-1105, Council authorized the award of a Professional Services Contract, in the amount of $585,000, to Siegfried Engineering, Inc. of Stockton, CA, to prepare the PRP and environmental documentation for the Main Street Complete Streets project. The corridor is identified as a primary east-west bicycle facility in the Bicycle Master Plan and has received interest from the community for revitalization efforts. The project scope included developing a PRP to determine the future configuration of this corridor. The overall goal of the project is to provide a framework for Main Street to become a “complete street”. Complete streets are a roadway design concept that accommodates all modes of transportation, including vehicular, bicycle, pedestrian, and mass transit, more safely and efficiently. The project was included in the 2018-23 Five-Year CIP.

The original limits of the Main Street Complete Streets project were from Aurora Street to the City limits near State Route 99. Professional Services Contract Amendment No. 1 was authorized by the City Manager on March 23, 2020, in the amount of $60,000, to add the Market Street segment from Aurora Street to Main Street to improve bicycle connectivity to the downtown area. Professional Services Contract Amendment No. 2 was authorized by the City Manager on April 11, 2023, in the amount of $68,000, to extend the westerly limits of the project from Aurora Street (crossing Main and Market Streets) to California Street to close a gap in the bicycle backbone network. On August 22, 2023, by Resolution No. 2023-08-22-1226, Council authorized the appropriation of funds in the amount of $100,000 for the Main Street Complete Streets, Project No. WT18006, to fund Planning Permit Fees, additional consultant costs, and staff costs. The PRP is 95 percent complete.

Present Situation
Professional Services Contract Amendment No. 3 will further expand the westerly limits of Main Street to Hunter Street and of Market Street to Center Street in the PRP. Incorporating these additional segments of Main and Market Streets will connect bicyclists to key destinations in the downtown area, such as the Bob Hope Theater and the San Joaquin County Superior Court of California. The proposed changes will make the project more competitive for future grant opportunities to fund the project.

It is recommended that Council adopt a resolution to approve Professional Services Contract Amendment No. 3 in the amount of $76,500 with Siegfried Engineering, Inc. to further expand the westerly limits of Main Street to Hunter Street and of Market Street to Center Street. Professional Services Contract Amendment No. 3 requires Council authorization as the cumulative amount of Professional Services Contract Amendment Nos. 1 through 3 exceed the administrative change order authority allowed under the existing contract. The total revised contract value will be $789,500.

It is also recommended that Council appropriate funds in the amount of $30,000 from the PFF Air City of Stockton Printed on 5/8/2024Page 2 of 3
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Quality Fund Balance to the Main Street Complete Streets, Project No. WT18006. The resolution will sufficiently fund all remaining costs to complete the PRP, including additional consultant cost and staff costs associated with expanding the project limits.

It is anticipated that the PRP and environmental documents will be completed by December 2024.

The completed PRP will then be used to acquire State and/or federal funding to implement the final design and construction of improvements identified in the PRP for subsequent phases of the project.

FINANCIAL SUMMARY
There are insufficient funds in the Main Street Complete Streets, Project No. WT18006, to authorize Professional Services Contract Amendment No. 3 in the amount of $76,500 with Siegfried Engineering, Inc. With the appropriation of $30,000 from the PFF Air Quality Fund Balance to the Main Street Complete Streets, Project No. WT18006, there will be sufficient funds to authorize Professional Services Contract Amendment No. 3.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended action.

Attachment A - Vicinity Map
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HARDING WAY

WATERLOO ROAD

FREMONT STREET

MAIN STREET

SIERRA NEVADA ST
MARTIN LUTHER KING JR. BLVD/CHARTER WAY

MARIPOSA ROAD

CALIFORNIA ST

EL DORADO STREET

AIRPORT WAY

WEST LANE

MARKET STREET

MAIN STREET

HUNTER ST

CENTER ST

MAIN STREET COMPLETE STREETS
(PROJECT NO. WT18006)

CITY OF STOCKTON

DEPARTMENT OF PUBLIC WORKS

ATTACHMENT A

VICINITY MAP

NOT TO SCALE

CITY LIMITS

COUNTY LIMITS

PROJECT LOCATION

PROJECT LIMITS
N

EXPANDED LIMITS
1017

Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING PROFESSIONAL SERVICES CONTRACT AMENDMENT NO. 3 AND APPROPRIATING FUND S FOR THE MAIN STREET COMPLETE STREETS, PROJECT NO. WT18006

On November 5, 2019, by Resolution No. 20 19-11-05-1105, Council authorized the award of a Professional Services Contract, in the amount of $ 585,000, to Siegfried Engineering, Inc. of Stockton, CA, to prepare the Precise Road Plan and environmental documentation for the Main Street Complete Streets, Project No. WT18006; and

On August 22, 2023, by Resolution No. 2023 -08-22-1226, Council authorized the appropriation of funds in th e amount of $100,000 for the Main Street Complete Streets, Project No. WT18006, to fund Planning Permit Fees, additional consultant costs, and staff costs; and

Professional Services Contract Amendment Nos. 1 and 2 were administratively issued under the City Manager’s authority to expand the westerly limits of the project to California Street and to also include Market Street; and

Additional appropriation of funding is needed to further expand the westerly limits of Main Street to Hunter Street and of Market Street to Center Street in the Precise Road Plan; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Council authorizes Professional Services Contract Amendment No. 3, in the amount of $76,500, with Siegfried Engineering, Inc. for the Main Street Complete Streets, Project No. WT18006, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 1 and in corporated by this reference.

2. The City Council approves the appropriation of funds in the amount of $30,000 from the Public Facilities Fee Air Quality Fund Balance to the Main Street Complete Streets, Project No. WT18006.

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1018

3. The City Manag er is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED May 14, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1019
CITY OF STOCKTON Contract Amendment
PROFESSIONAL SERVICES CONTRACT AMENDMENT Number: Number:
2019-11-05-1105
419000083
This Amendment Number _3_ to the above referenced Contract is entered into on ________ , 2024, between the City of Stockton ("City") and Siegfried Engineering, Inc. ("Consultant") for the Main Street Complete Streets, Project
No. WT18006 (formerly PW1806).

RECITALS
Section 10, Contract Amendments, states that the Professional Services Contract may be amended only by written instrument signed by Consultant and City; and
Section 5, Schedule and Term, states that the Professional Services Contract shall expire on December 31, 2024; and
The City needs to Increase the Compensation, not to exceed amount in Section 2 of the Professional Services Contract and Exhibit B, by $76,500.00 to pay the Consultant for additional services; and Now therefore, the City and the Consultant mutually agree as follows:

1. The termination date in Section 5 of the Professional Services Contract is amended to: January 31, 2026.

2. The maximum not to exceed amount to be paid to the Consultant, including if authorized, reimbursement of expenses, in Section 2 of the Professional Services Contract and Exhibit B, will now read as follows:

The maximum not to exceed amount in Section 2 of the Professional Services Contract and Exhibit B, is amended to: $789,500.00.

3. City shall pay Consultant for additional changes in scope outlined in Exhibit A.

All other terms and conditions of the Contract shall remain unchanged and remain in full force and effect unless modified by a written amendment signed by both parties.

IN WITNESS WHEREOF, the authorized parties have executed this Contract.

CONSULTANT
Siegfried Engineering, Inc.

Consultant's Name (if other than an individual, state whether a corporation, partnership, etc.) ,:V�.L-
Authorized Signature
Paul Schneider, President
Printed Name and Title of Person Signing
3428 Brookside Road, Stockton CA 95219
Address
Harry Black, City Manager
ATTEST:

Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
BY:
(Rev. 7.7.23)

CITY OF STOCKTON
Februa 05 2024
Date
Date
EXHIBIT 1
1020
F:\19projects\19141 Main Street Complete Streets Project\Marketing\Scope and Fee\Main Street Complete Street Market California to Center and Main Street California to Hunter Addition Scope of Services Ver 3.docx

DETAILED WORK PLAN
Task 1 - Background Research
Siegfried
will visit the project site to conduct a field reconnaissance of the project area. Siegfried will review and verify the lo
cation and type of existing improvements, equipment, bus zone locations, intersection geometrics, posted speed limit, and bus route movements. The Siegfried team will review collision reports, sight distance, approach speed, truck volume, and other geometrical and operational characteristics for the project. Siegfried will take detailed photographs at the project location for the purpose of preparing and documenting the existing conditions of the roadway corridor. The photographs shall be organized and indexed and submitted to City on a USB drive.

Task 2 - Project Management Services/Coordination of Meetings Addition
al effort for meetings and project management associated with the new scope is included in this additiona
l service request.

Task 3 - Topographic, Right of Way Survey
Siegfried
will perform a ground level rudimentary topographic and right of way survey. The survey will be in sufficient de
tail so as to properly prepare plans, layouts and exhibits needed for the Precise Road Plan deliverables outlined in Task 5. The survey will identify the following:

Location and description of existing survey monuments
Right-of-ways tied to the City of Stockton Horizontal and Vertical System Existing topography, including existing above ground utility facilities that are visible or that are available from utility company, record drawings
Deliverables: Topographi
c Survey, and right of way
Exclusions: Title reports
Task 4 - Environmental Documentation
The envir
onmental scope of work for the addition of the Main Street and Market Street roadways from California
to Hunter and California to Center respectively include the expansion of the technical studies identified in the original scope of work and the proposed CEQA documentation steps. The deliverables will be the same as the original scope just expanded to include the new segment of roadway.

ENVIRONMENTAL TASK ASSUMPTIONS
This scope has been prepared based on the following assumptions:

The project would be constructed entirely within existing City-owned right-of-way and no acquisition would be required. communication/coordination).

The project will be classified as a Screened Undertaking for historic and archaeological resources and Caltrans will prepare a Screened Undertaking memorandum.

Task 5 - Preparation of Precise Roadway Plan
The deli
verables for the added sections of Market and Main Streets from California to Center and Hunter respective
ly will be integrated into the originally scoped PRP submittals and will follow the same scope of work.

In the event that STIP funding is pursued the scope of work includes a Project Study Report (PSR), including the properl
y formatted estimate of costs and all required exhibits.

Task 6 - Public Outreach
The deliv
erables for the added section of Main and Market Street will be integrated into the originally scoped outreach pr
ogram and will follow the same scope of work. The primary additional scope of work is the added effort associated with the material boards and the additional mailers.

EXHIBIT 1
Exhibit A
1021
Siegfried GPA TJKM
Tasks (DBE) (DBE)

PROJECT
TOTAL
Task 1 Background Research & Memorandum

1.1 Background Research $4,000 $5,000 $9,000
Task 2 Coordination and Meetings

2.1 Project Management $3,000 $3,000

2.2 Monthly Meetings $0
Task 3 Survey and Utility Locating

3.1 Survey $12,000 $12,000

3.2 Utility Locating $0
Task 4 Environmental Services

4.1 Preliminary Env Study $1,000 $3,000 $4,000

4.2 Technical Studies $3,000 $1,700 $4,700

4.3 CEQA IS/MND $4,000 $4,000

4.4 NEPA CE $1,500 $1,500
Task 5 Precise Roadway Plan

5.1 Grant Geometry Refinement $0

5.2 50% Submittal $0

5.3 100% Submittal and PSR $27,000 $2,000 $29,000

5.4 Final Submittal and Hearing $5,000 $5,000
Task 6 Public Outreach

6.1 Public Outreach $4,300 $4,300
Total Cost $56,300 $11,500 $8,700 $76,500
Percentages 73.6% 15.0% 11.4%
Siegfried
Proposed Fee for the City of Stockton Main Street Precise Road Plan Market California Street to Center Street and California Street to Hunter Street EXHIBIT 1
Exhibit A
1022
City of Stockton
Legislation Text
File #: 24-0166, Version: 1

APPROVE MOTION TO PURCHASE TWO STRIPING CARTS AND ONE TRAILER

RECOMMENDATION
It is recommended that the City Council approve motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

2. Authorize the City Manager to execute a Purchase Agreement for a total of $352,944.58 with Mark Rite Lines Equipment Company, Inc. of Billings, MT, to purchase two Mini Mac 400 striping carts and one Detail Pro 4000 trailer for the Public Works Department.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Summary
The Public Works Department recommends the purchase of two Mini Mac 400 striping carts and one Detail Pro 4000 trailer to be utilized by the Streets Maintenance Section of the Public Works Department (Attachment A). The specifications for the striping equipment meet the City’s requirements for this type of equipment.

It is recommended that Council approve a motion authorizing the City Manager to execute a Purchase Agreement with Mark Rite Lines (MRL) Equipment Company, Inc. for a total of $352,944.58 for the single available source purchase of two striping carts and one trailer (Attachment B).

DISCUSSION
Background
The Street Maintenance Section of the Public Works Department maintains 781 lane miles of City streets. The striper truck currently in service is a 2005 model that is inefficient and has surpassed its useful life. Additionally, the striper truck has had multiple mechanical failures and is due for replacement. Upon delivery of the new striper carts, the current striper truck will be removed from service and sold at auction.

The City’s replacement criteria for miscellaneous equipment, based on industry standards for performance and efficiency, is 15 to 20 years based on the equipment type. Adherence to this standard replaces equipment before routine failures and breakdowns are experienced, reducing the demand for extensive mechanical repairs. The replacement standard increases the resources City of Stockton Printed on 5/8/2024Page 1 of 3
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available for preventative maintenance and is critical to the availability and performance of all fleet equipment, which includes all public safety and emergency response vehicles. Fleet staff identified one piece of equipment that exceeds the useful life and has recurring mechanical or operational issues (Attachment A).

Present Situation
Staff solicited multiple bids from vendors, however due to the specialized nature of this equipment, staff recommends the replacement purchase of two Mini Mac 400 striping carts and one Detail Pro 4000 trailer utilizing a Single Available Source Agreement.

The Mini Mac 400’s are small mobile carts that provide versatile and easily maneuverable striping capabilities. Each cart, one right side and one left side application, has adjustable thermoplastic extrusion dyes and spray guns that enable quick stripe width changes. The Detail Pro 4000 trailer is configured with pre-melting kettles, a material deck, and space for hauling both Mini Mac 400 Thermoplastic Stripers. The carts can be operated independently, which allows for striping functions to continue if one cart is out on a different job or if one unit is in for service/repairs.

The recommended motion authorizes the City Manager to execute one Single Available Source Agreement with Mark Rite Lines Equipment Company, Inc. for a total of $352,944.58 for the following purchases:
· $89,003 to purchase one MRL Mini Mac 400 Thermoplastic Detail Striper, Left Hand (Attachment B)
· $88,540 to purchase one MRL Mini Mac 400 Thermoplastic Detail Striper, Right Hand (Attachment B)
· $133,324 to purchase one MRL 9-4000 MM400 Pre-Melter Gooseneck Supply Trailer (Attachment B)
The equipment being replaced will be removed from the fleet and sold at public auction.

Findings
Pursuant to Stockton Municipal Code (SMC) section 3.68.070, Council may approve findings which support an exception to the competitive bid process. These findings include:

1. The use of the Single Available Source is appropriate for this contract due to the specialized nature and build of the equipment.

2. The use of the Single Available Source procurement is appropriate for this purchase because it allows the City to be more competitive in acquiring equipment in current industry conditions as vendors struggle to honor quoted pricing through the duration of a traditional government low bid procurement process, particularly with the custom build of the units.

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3. The use of the Single Available Source procurement will save the administrative expense of additional procurement attempts by City staff, given that there have already been multiple unsuccessful attempts to solicit bids and any additional attempts are not expected to garner a different outcome.

4. The City negotiated a purchase following pending approval of the Single Available Source justification, which supports an exception to the competitive bidding process in accordance with SMC section 3.68.070.

FINANCIAL SUMMARY
There is sufficient funding available in the Fleet Internal Service Fund (ISF), Equipment Acquisition, Account No. 4530-718-800004-500-000-00-45-000-000, to purchase two striping carts and one trailer, for a total of $352,944.58.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended action.

Attachment A - Vehicle Purchase and Replacement List
Attachment B - Quotes from MRL Equipment Company, Inc.

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ATTACHMENT A
Vehicle Purchase and Replacement List
Unit # Year Make Description Replacement
Reason Department Division/
Section
Quote
(Attachment)
5090 2005 NIS Paint Striper Over Age Public
Works
Street
Maintenance B
1026
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com MRL Mini Mac 400
Thermoplastic Detail
Striper
TO: City of Stockton
1465 S. Lincoln St
Stockton, CA 95205
Contact: Alanna Bindi
Phone: 209-937-7416
Email: [email protected]
DATE: February 21, 2024
TERMS: Signed quotation and Purchase Order to initiate the order. Balance due net 30. All funds are in U.S. Dollars. The price is exclusive of any and all local, state and/or federal taxes that are applicable to the equipment. The buyer is responsible for all United States Federal, State and Local taxes and any Import or Export fees.

FOB: Billings, MT
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ DESCRIPTION:
• One (1) MRL RH Mini Mac Model 400 self-propelled thermoplastic ride-on detail striper designed to apply ribbon extrusion thermoplastic markings for intersection work, symbols, legends and short line striping.

The Mini Mac 400 is designed to be supplied with heated thermoplastic material from a separate thermoplastic pre-melting kettle not included with the striper purchase.

DESIGN FEATURES:
• Welded tubular steel frame.
• 4-wheel self-propelled chassis with rear steering via a dual wheel, rear pivot steering system. • 25hp Kohler Command LPG engine with electric start to power the hydraulic system. Engine hour meter. • Hydrostatic one pedal forward, 0-7.5 mph (0-12km) and reverse drive system. • Fully enclosed internal electronic hydraulic brake system w/ manual hydraulic bypass relief. • 400lb. / 182kg. capacity oil jacketed non-pressurized thermoplastic material tank with integral thermoplastic material pump. Electronically controlled Pump RPM with RPM indicator gauge. • Thermostatically controlled LPG heat transfer oil heating system with oil circulation pump and digital controls. • Ribbon extrusion gun with adjustable slides that allow application widths of 4” – 13” (10cm - 33 cm). • Ribbon extrusion gun air lift control with locking pin for transport. • Single drop glass bead system with 100lb. / 45kg bead hopper, three (3) glass bead guns equipped with adjustable air injection system. Optional Double Drop Bead System available. • 8 cfm 110psi air compressor with adjustable air unloader and moisture separator for glass bead system, operating solenoids, ribbon gun lift and thermoplastic material “blow down” system. • Electrical control console with electronic burner control, gun on/off switches, gun test switches, pilot light and remote E-Stop engine shutdown switch.
• Adjustable alignment pointer guide equipped with operator activated air lift. Optional Laser Pointer available. • Safety lighting package as follows: Three (3) LED night lights - one to illuminate material tank fill port, one to illuminate forward work area and one to illuminate the application gun carriage. Two (2) Whelen LED amber strobes. One mounted on the rear of the unit, one mounted on a vertical mast above the machine. • 40 LB. LPG tank with mounting hardware. 5 LB. fire extinguisher and mount. • Secure travel latch built on front of machine, optional steel latch lock to install on trailer bed available. • Powder coat options of Signal Yellow, Safety White, Traffic Orange and Lime Squeeze Green with silver material tank.
• MRL one-year warranty on MRL fabricated parts.
• Skipline timing system: Color Display, enables operator to program on / off skip cycles. Includes footage counters, bead lead/lag function, holds up to 3 profiles.

ATTACHMENT B
1027
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com MRL Mini Mac 400
Thermoplastic Detail
Striper
TO: City of Stockton
1465 S. Lincoln St
Stockton, CA 95205
Contact: Alanna Bindi
Phone: 209-937-7416
Email: [email protected]
DATE: February 21, 2024
TERMS: Signed quotation and Purchase Order to initiate the order. Balance due net 30. All funds are in U.S. Dollars. The price is exclusive of any and all local, state and/or federal taxes that are applicable to the equipment. The buyer is responsible for all United States Federal, State and Local taxes and any Import or Export fees.

FOB: Billings, MT
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ DESCRIPTION:
• One (1) MRL LH Mini Mac Model 400 self-propelled thermoplastic ride-on detail striper designed to apply ribbon extrusion thermoplastic markings for intersection work, symbols, legends and short line striping.

The Mini Mac 400 is designed to be supplied with heated thermoplastic material from a separate thermoplastic pre-melting kettle not included with the striper purchase.

ATTACHMENT B
1028
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com MRL 9-4000 MM400 Pre-Melter Gooseneck Supply Trailer
Date: February 21, 2024
To: City of Stockton
1645 S. Lincoln St
Stockton, CA 95205
Contact: Alanna Bindi
Phone: 209-937-7416
Email: [email protected]
TERMS: Signed quotation and P.O to initiate the order. Balance due 30days after shipment of equipment. All funds are in U.S. Dollars. The price is exclusive of any and all local, state and/or federal taxes that are applicable to the equipment. The buyer is responsible for all United States Federal, State and Local taxes and any Import or Export fees.

FOB: Billings, Montana.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Item 1: MRL Thermoplastic 2K Melter Set
One (1) MRL 2,000 lb. skid-mounted, diesel fired, air-jacketed, vertical design thermoplastic pre- melting kettle set (4,000 lbs. / total melting capacity). 21 HP Kubota 3 cylinder liquid cooled diesel fueled hydraulic power plant, hydraulic pump, hydraulic reservoir, battery and battery box mounted under the feed step platform. A 24 gallon fuel tank is mounted on the skid platform.

Melter Features Include:
• Self contained "Hi-torque" hydraulic agitator drive motors with directional control valves. • "Auger" enhanced steel agitator shaft assemblies (with replaceable hardened end -shafts and lower bushings) to enhance glass bead suspension.
• High temperature ceramic “blanket” insulation installed on combustion chamber floor. • Thermostatically controlled, automatic electronic ignition system with fuel safety shutdown feature. • Anti-splash material feed chutes with safety "flash" deflector. • Two (2) internal plug type material outlet valves mounted at the rear of the melter body. • Stainless steel lined burne r c ompartments with floating stainless steel deflector plates to enhance burner compartment durability.
• 2” Insulation jacket between material tank and exterior panels for superior heat retention and operator safety.
• Removable steel feed step assembly with side handrails. • Fork-lift channels installed in melter base.
• Melter painted MRL standard white with black steps and base. • Melter set mounted on 24” goose neck trailer.

Item 1: Total price for a 2K pre-melter as described above .............................. $74,088.00

ATTACHMENT B
1029
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com Item 2: 24” Custom Gooseneck Drop Deck Trailer with the following description:
• 24’ Gooseneck Trailer with drop deck.
• Tandem 12K Oil Bath Dually Axles with Electric Brakes; • ST 235/85R16 14 Ply Radial Tires mounted on 16”X6” Steel Wheels with 8 on 6.5 BC; 8 Bolt Hubs w/ 5/8" Studs.
• 2-5/16" Adjustable Coupler.
• Electric Brakes on all 4 Wheels.
• Spare Tire Mount and Matching Spare Tire and Wheel
• Sealed Beam Recessed L.E.D. Lights.
• Tool Box with Lid Between Jacks.
• Breakaway Battery Box with Charger and Tester.
• Coated Interframe Under Floor.
• 7-Prong Heavy Cord.
• Double Spring Loaded Dual Pin Jacks.
• 96”W x 168”L drop deck and 96”W x 120”L upper deck.
• Pressure treated 2"x8" Floor Boards.
• Four (4) 72” x 72” wide spring loaded ramps with 2” inch tubing and raised expanded metal. • Trailer powder coated: BLACK
• Conspicuity tape mounted around the steel bed.
• Two (2) 40 lb. propane tank mounts mounted on the front of the unit. • Steel riser fabricated under melter base.
• “Popping pan”, two (2) total mounted under pre-melter inside steel riser. • Locking tool box installed between gooseneck riser beams. • Tow Rigid 2x2 Scene Lights mounted on extendable poles to illuminate load area • Two Rigid 4x4 Scene Lights mounted on upper corners of arrow board facing rearward to illuminate work area
• Two Federal Signal work lights mounted on backside of arrowboard to illuminate material valves • Federal Signal Strobe Beacon mounted on front of trailer with riser • MRL Strobe Light package 2 on E/L side, 2 on C/L side, 2 on rear of trailer • All light switches located in Melter Control Box, Work lights, Beacon, Strobe Lights • (2) 10lb fire extinguishers mounted on trailer
• 4ftx8ft 25 light arrowboard installed on rear of melter (rear of trailer) Total for Item #2: Transport Trailer ................................ ................................ .....$59,236.00 Totals for all Equipment:

Item #1: MRL 2K melter set as described (mounted on trailer) ...................................... $74,088.00 Item #2: 24ft Gooseneck trailer as described under item ............................................... $59,236.00 Item #3: Right Hand Drive Mini Mac 400 with options ..................................................... $88,540.00 Item #4: Left Hand Drive Mini Mac 400 with options ....................................................... $89,003.00 Item #5: Training at Customer Facility .............................................................................. $4,495.00 Total for items 1,2,3,4,and 5 ................................ ................................ ................$315,362.00 Tax (9%): ................................ ................................ ................................ ...............$28,382.58 Shipping to CA from MT ................................ ................................ ......................$9,200.00 Total for All Equipment Shipping and Tax .............................. $352,944.58

ATTACHMENT B
1030
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com APPROXIMATE COMPLETION: 14-16 weeks after receipt of signed quote and down payment This quote is valid for 90 days. Prices are subject to change thereafter. Delivery stated is based on current inventory and order status as of this date and is subject to change. A firm build and shipment date will be assigned upon receipt of confirmed order and required deposit.

Submitted By: Kent Klein Date: February 21, 2024
Accepted By: _____________________ Date:__________________________

MRL TERMS AND CONDITIONS OF SALE
CUSTOMER AND MRL EQUIPMENT COMPANY, INC. (THE “SELLER”), AGREE THAT SALES OF SELLER’S PRODUCTS (THE “PRODUCTS”) ARE MADE ONLY UNDER THESE TERMS AND CONDITIONS, AND THAT SELLER SHALL NOT BE BOUND BY CUSTOMER’S ADDITIONAL OR DIFFERENT TERMS. ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED ON CUSSTOMER’S ACCEPTANCE OF THESE TERMS. CUSTOMER SHALL INDICATE ITS AGREEMENT TO

BE BOUND BY THESE TERMS BY WRITTEN ACKNOWLEDGEMENT, BY IMPLICATION, OR BY ACCEPTANCE OF DELIVERY OF THE PRODUCTS.

NOTICE TO SELLER’S DEALERS AND DISTRIBUTORS:

IF THE CUSTOMER IS A PARTY TO AN AGREEMENT THAT INCLUDES TERMS AND CONDITIONS OF SALE THAT WOULD

NORMALLY APPLY TO THE TRANSACTION UNDER WHICH THESE TERMS AND CONDITIONS WERE ISSUED, THEN THESE

TERMS AND CONDITIONS SHALL NOT MODIFY, SUPERSEDE OR OTHERWISE AFFECT SUCH DEALER OR DISTRIBUTOR AGREEMENT AND THE TERMS AND CONDITIONS OF SALE INCLUDED WITH SUCH AGREEMENT SHALL CONTROL.

1. Title and Risk of Loss.

A. If the Products are subject to state vehicle title laws, title and risk of loss or damage will pass to Customer on the first of the following to occur: (i) delivery of the Products to Customer; (ii) delivery of the Products to Customer’s authorized agent; or (iii) delivery of the Products to any common carrier for shipment. The manufacturer’s statement of origin (“MSO”) shall be delivered from Seller to Customer upon Seller’s receipt of payment in full.

B. If the Products are not subject to a state vehicle title law, title and risk of loss or damage will pass to Customer on the first to occur of the following: (i) delivery of the Products to Customer; (ii) delivery of the Products to Customer’s authorized agent; or (iii) delivery of the Products to any common carrier for shipment.

2. Taxes. Product prices are exclusive of, and Customer shall pay, applicable sales, use, service, value added or like taxes, unless Customer has provided Seller with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities.

3. Prices and Payment. All quotations shall expire thirty (30) days from date of issuance, unless otherwise set forth on the quotation or agreed in writing. Quoted prices include packing and packaging. Customer shall make payment in full prior to or upon delivery by cashier’s check, or ACH transfer, unless Seller approves Customer for credit terms. If Seller approves Customer’s credit application, payment shall be due no later than 30 days from the date of Seller’s invoice. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 1.0% or the highest rate permissible by law on the unpaid balance until paid in full.

Unless otherwise agreed in writing by Seller, payments shall be made in U.S. Dollars. In the event of any order for several units, each unit(s) will be invoiced when shipped.

4. Orders. All orders are subject to acceptance by Seller, which shall be indicated in writing.

5. Delivery. Seller shall deliver the Products F.O.B. Seller factory and, if the Products are sold to a Customer outside the United States, shall clear the Products for export destined outside the United States. Customer shall pay all freight charges, applicable import duties, and other necessary fees and shall bear the risks of carrying out customs formalities and clearance.

Orders are entered as close as possible to the Customer’s requested shipment date, if any. Shipment dates are scheduled after acceptance of orders and receipt of necessary documents. Claims for shipment shortage shall be deemed waived unless presented to Seller in writing within forty-five (45) days of shipment.

6. Non-Conforming Delivery. Customer shall notify Seller of any visible defects, quantity shortages or incorrect product shipments in writing within five (5) working days of receipt by Customer. Failure to notify Seller within such time period shall be deemed an unqualified waiver of Customer’s right to subsequently raise such objections.

7. Limited Warranty.

IF THE PRODUCTS PURCHASED ARE SOLD PURSUANT TO A WARRANTY POLICY SPECIFIC TO SUCH PRODUCTS, THEN THE POLICY SET FORTH IN SECTIONS 7-8 SHALL NOT BE EFFECTIVE AS TO SUCH PRODUCTS AND THE SPECIFIC WARRANTY POLICY SHALL CONTROL.

ATTACHMENT B
1031
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com Subject to the foregoing paragraph, Seller’s Products are warranted against defects in material sand workmanship and shall conform to Seller’s published specifications or other specifications accepted in writing by Seller for one year from the date Seller ships the Products to Customer (“Delivery Date”).

8. Customer Remedies. Seller’s sole obligation (and Customer’s sole remedy) with respect to the foregoing Limited Warranty shall be to, at its option, return the fees paid or repair/replace any defective Products, provided that the Seller receives written notice of such defects during the applicable warranty period. Customer may not bring an action to enforce its remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action.

9. Return/Cancellation/Change Policy. Customer may return unwanted parts Products withing thirty (30) days of the Delivery Date, provided such Products are in new, unused and undamaged condition and are resalable as new products without modification or repackaging. Customer shall pay a fifteen percent (15%) restocking charge on any unwanted Products returned to Seller. No returns will be accepted after the thirty (30) day period has expired. Where custom Products or services are involved, Customer shall be responsible for all related work in progress; however, Seller shall take reasonable steps to mitigate damages immediately upon receipt of a written cancellation notice from Customer. A Return-Material Authorization number must be obtained from Seller for return of any Products. Seller may terminate any order if representative made by Customer to Seller are false or misleading. Changes to orders shall not be binding upon nor be put into effect by Seller unless confirmed in writing by Seller’s appropriate representative.

10. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED ARE MADE WITH

RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SELLER DOES NOT WARRANT, GUARANTEE, OR MAKE

ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

11. No Liability for Consequential Damages. The entire liability of Seller and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall Seller and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) to be liable for any damages, including, but not limited to, any special, direct, indirect, incidental exemplary, or consequential damages, expenses, lost profits, lost savings, business interrupting, lost business information, or any other damages arising out of the use or inability to use the Products, even if Seller or its licensors, distributors, and suppliers has been advised of the possibility of such damages. Customer acknowledges that the applicable purchase price or license fee for the Products reflects this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because an Seller product sold or licensed to Customer is determined by a court of competent jurisdiction in a final, non-appealable judgement to be defective and to have directly caused bodily injury, death, or property damage, in no event shall Seller’s liability for property damage exceed the greater of $50,000 or fees paid for the specific product that caused such damage.

12. Force Majeure. Seller shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of Customer, interruptions of transportation or inability to obtain necessary labor or materials. Seller’s estimated shipping schedule shall be extended by a period of time equal to the time lost because of any excusable delay. In the event Seller is unable to perform in whole or in part because of any excusable failure to perform, Seller may cancel orders without liability to Customer.

13. Limited Indemnity Against Infringement. Seller, shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any United States patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by Seller or from modification of the Products, and further provided that Customer notifies Seller immediately upon its obtaining notice of such impending claim and cooperatives fully with Seller in preparing a defense. If Customer provides to Seller the authority, assistance, and information Seller needs to defend or settle such claim, Seller shall pay any final award of damages in such suit and any expense Customer incurs at Seller’s written request, but Seller shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, Seller shall, at its option, either (i) procure for the Customer the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefor by Customer. The foregoing states the Customer’s sole remedy for, and Seller’s entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.

14. Acknowledgment/Governing Law. Customer acknowledges reading these Terms and Condition, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. With respect to all orders accepted by Seller in the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State in which Seller’s factory is located without regard to principles of conflicts of laws. With respect to all orders accepted by Seller outside the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the country and locality in which Seller accepts the order without regard to principles of conflicts of laws.

15. Intellectual Property Rights. All drawings, data, designs, tooling, equipment, procedures, engineering changes, inventions, trade secrets, copyrights, mask works, source code, object code, patents, patent applications, know-how, computer and/or Product software and all parts thereof, trademarks and all other information, technical or otherwise which was developed, made or supplied by or for Seller in the production of any Product sold hereunder will be and remain the sole property of Seller (or its licensors, if any). Customer agrees not to reverse engineer any Products purchased hereunder.

ATTACHMENT B
1032
P.O. BOX 31154 BILLINGS, MONTANA 59107- 5379 SOUTHGATE DR. BILLINGS, MT 59101 PHONE: 406-869-9900 FAX: 406-896-8880 INTERNET www.markritelines.com

16. Export Regulations. Customer agrees to comply fully with all laws and regulations concerning the export of Products for the United States.

17. Assignment and Subcontracting. Seller may assign its rights and obligations by giving Customer written notice thereof but without being obligated to obtain Customer’s consent prior thereto. In the even if an assignment, Seller shall be discharged of any liability pursuant to those purchases orders which have been assigned or delegated.

Customer may not assign its rights nor delegate its obligations under any or all of its purchase orders unless Seller’s written consent is obtained prior thereto and any such assignment or delegation without such consent shall be void.

18. Waiver. No waiver will be valid unless in writing, signed by an authorized representative of Seller and no waiver granted will release Customer from subsequent strict compliance herewith.

19. Severability: Headings. Any provision hereunder found to be legally enforceable shall be deemed deleted and replaced with a legally enforceable provision having the closest possible intent. All other provisions shall remain in full force and effect.

Headings and subheadings are for convenience only and shall not be construed to limit the applicability of individual provisions or subprovisions.

ATTACHMENT B
1033
City of Stockton
Legislation Text
File #: 24-0204, Version: 1

ADOPT RESOLUTION TO AUTHORIZE THE RALPH AVENUE SEWER TRUNK LINE

REHABILITATION, PHASE II, PROJECT

RECOMMENDATION
It is recommended that the City Council adopt a resolution to approve Notice of Exemption No. NOE8 -24 under the California Environmental Quality Act and obtain an encroachment permit from the Central Valley Flood Protection Board for the work within Duck Creek for the Ralph Avenue Sewer Trunk Line Rehabilitation, Phase II, Project No. UW18024.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Summary
The project will rehabilitate approximately 8,800 linear feet of existing 30-inch diameter sanitary sewer trunk line along Ralph Avenue from B Street to Pock Lane, along Pock Lane from Ralph Avenue to Loomis Road, and along Loomis Road from Pock Lane to Mariposa Road east of State Route 99 (Attachment A). The project will rehabilitate the existing sewer by lining the pipe with cured- in-place pipe to prevent failure and to extend the life of the pipe. The project was included in the 2020 -25 Five-Year Capital Improvement Plan (CIP).

The California Environmental Quality Act (CEQA) clearance is required to be filed with the San Joaquin County (SJC) Recorder’s Office prior to acquiring a State Clearing House Number in order to obtain an encroachment permit from the Central Valley Flood Protection Board (CVFPB). The project recently completed the environmental evaluation and documentation process and has been determined to be exempt under the CEQA Guidelines. It is anticipated that the design plans will be completed by fall 2024 and start construction in spring 2025, with completion in fall 2025.

Staff recommends that Council adopt a resolution approving Notice of Exemption No. NOE8-24 under CEQA and obtain an encroachment permit from the CVFPB for the work within Duck Creek for the Ralph Avenue Sewer Trunk Line Rehabilitation, Phase II, Project No. UW18024.

DISCUSSION
Background
The Municipal Utilities Department follows a Condition Assessment Program for the City’s sewer infrastructure comprised of Closed-Circuit Televised Video inspection, pipe cleaning, and engineering evaluation. This program generates a prioritized list of sewer replacement and/or rehabilitation projects for inclusion in the City’s CIP. The program identified a 30-inch diameter sanitary sewer City of Stockton Printed on 5/8/2024Page 1 of 2
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1034
File #: 24-0204, Version: 1
trunk line approximately 8,800 linear feet along Ralph Avenue from B Street to Pock Lane, along Pock Lane from Ralph Avenue to Loomis Road, and along Loomis Road from Pock Lane to Mariposa Road east of State Route 99 for rehabilitation (Attachment A). The project was included in the 2020- 25 Five-Year CIP.

Present Situation
The CEQA clearance is required to be filed with the SJC Recorder’s Office prior to acquiring a State Clearing House Number in order to obtain an encroachment permit from the CVFPB. The project recently completed the environmental evaluation and documentation process. The project is in conformance with the City’s General Plan, pursuant to California Government Code, section 65402, and is categorically exempt from the requirements of CEQA as specified under Section 15301(d) of the CEQA Guidelines. The activities related to this project constitute a discretionary project under the City’s jurisdiction and qualifies as a project that does not have a significant effect on the environment.

It is anticipated that the design plans will be completed by fall 2024 and start construction in spring 2025, with completion in fall 2025.

FINANCIAL SUMMARY
The Ralph Avenue Sewer Trunk Line Rehabilitation, Phase II, Project No. UW18024, is included in the adopted 2020-25 Five-Year CIP.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended action.

Attachment A - Vicinity Map
City of Stockton Printed on 5/8/2024Page 2 of 2
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1035

PROJECT
AREA
N

RALPH AVENUE SEWER TRUNK LINE REHAB/LITA TION

PHASE II

VICINITY MAP

ATTACHMENT A
1036
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING NOTICE OF EXEMPTION NO. NOE8-24 FOR THE RALPH AVENUE SEWER TRUNK LINE REHABILITATION, PHASE II , PROJECT NO.

UW18024

The project will rehabilitate approximately 8,800 linear feet of existing 30 -inch diameter sanitary sewer trunk line along Ralph Avenue from B Street to Pock Lane, along Pock Lane from Ralph Avenue to Loomis Road, and along Loomis Road from Pock Lane to Mariposa Road east of State Route 99. The project will rehabilitate the existing sewer by lining the pipe with cured -in-place pipe to prevent failure and to extend the life of the pipe; and

The project is in conformance with the City’s General Plan, pursuant to California Government Code, section 65402, and is categorically exempt from the requirements of California Environmental Quality Act (CEQA) as specified under section 15301(d) of the CEQA Guidelines, because this is a discretionary project under the City’s jurisdiction and qualifies as a project which has been determined to not have a significant effect on the environment; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Council approves the filing of Notice of Exemption No. NOE8-24 under CEQA for the Ralph Avenue Sewer Trunk Line Rehabilitation, Phase II, Project No.

UW18024, a copy of which is attached as Exhibit 1 and incorporated by this reference.

2. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED May 14, 2024 .

KEVIN J. LINCOLN II
ATTEST: Mayor of the City of Stockton

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1037
EXHIBIT 1
1038
City of Stockton
Legislation Text
File #: 24-0272, Version: 1
APPROVE MOTION TO AUTHORIZE THE 2024 ON-CALL MATERIAL TESTING SERVICES FOR

VARIOUS CITY PROJECTS

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve the 2024 On-Call List of Consulting Firms for federal and local projects for a three- year period, with two one-year options to extend, for a total of up to five years.

2. Award a Professional Services Contract to Kleinfelder, Inc. of Stockton, CA, in excess of $100,000, not to exceed $500,000 cumulatively per contract, for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001.

3. Award a Professional Services Contract to Terracon Consultants, Inc. of Lodi, CA, in excess of $100,000, not to exceed $500,000 cumulatively per contract, for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001.

4. Award a Professional Services Contract to Universal Engineering Sciences of Stockton, CA, in excess of $100,000, not to exceed $500,000 cumulatively per contract, for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001.

5. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

6. Authorize the City Manager to execute task orders to the Professional Services Contracts for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001, in excess of $100,000, not to exceed $500,000 cumulatively per Professional Services Contract.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Summary
The Public Works Department utilizes material testing services for inspection of construction work on City streets and City owned facilities. These services include sampling and testing of subgrade soils, imported aggregate materials, reinforcing, steel, portland cement concrete, and asphalt concrete during construction to ensure compliance with the project plans and specifications. Utilizing an on- call material testing contract with up to three firms provides the most cost effective, consistent and reliable service.

City of Stockton Printed on 5/8/2024Page 1 of 4
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1039
File #: 24-0272, Version: 1
On January 4, 2024, the City advertised a Request for Qualifications (RFQ) for the 2024 On-Call Material Testing Services for Various City Projects. The RFQ indicated that an on-call list of up to three firms would be established to provide material testing services. On February 1, 2024, five firms submitted Statements of Qualifications (SOQs) for the on-call services.

Upon review of the SOQs by a Selection Committee, three firms were deemed well qualified to perform the necessary on-call material testing services. To provide the City with the best pool of candidates, it is recommended that three firms be certified on an on-call list for federally and locally funded projects. It is further recommended that Council approve Professional Services Contracts for federally and locally funded projects (Attachment A, Attachment B, and Attachment C). Upon approval of the on-call list of firms, Public Works will request services and issue task orders with the selected firm(s) as demand occurs.

The on-call list and Professional Service Contracts will be available for use for a three-year period, with two one-year options to extend, for a total of up to five years.

DISCUSSION
Background
The Public Works Department utilizes material testing services as a means of assessing quality control and specification compliance when inspecting construction work on City streets and City owned facilities. These services include sampling and testing materials for strength and other material characteristics in accordance with prescribed specifications. Material testing services for large projects are typically provided by professional construction management firms contracted to manage the specific project. However, for smaller projects and encroachment permits that are managed by staff, the City procures material testing services on an as needed basis. Utilizing an on- call material testing contract with up to three firms provides the most cost effective, consistent, and reliable service.

The on-call service contracts for material testing services will be used for Capital Improvement Program projects involving traffic signal installations, street resurfacing, and other general road improvements and repairs. The services will also be used to inspect encroachment permit work performed by PG&E, AT&T, and California Water Service, as well as private development. The types of material testing services routinely required include soil and aggregate compaction testing, portland cement concrete and structural steel strength testing, asphalt concrete performance testing, and asphalt fluids testing.

Present Situation
On January 4, 2024, the City advertised an RFQ for the 2024 On-Call Material Testing Services for Various City Projects. The RFQ indicated that up to three firms will be established to provide material testing services. On February 1, 2024, five SOQs were received from the following engineering firms:
· Kleinfelder, Inc. (Stockton, CA)
· Terracon Consultants, Inc. (Lodi, CA)
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· Universal Engineering Sciences (Stockton, CA)
· Geocon Consultants, Inc. (Ranch Cordova, CA)
· Mid Pacific Engineering, Inc. (Lodi, CA)
A Selection Committee evaluated and ranked all SOQs based on each firm’s understanding of work, experience with similar kinds of work/knowledge of local conditions, staff qualifications and technical ability, service response times, familiarity with State and federal procedures, and financial responsibility and charge rates.

The following firms received the highest ranking based on the noted criteria for material testing services:

1. Kleinfelder, Inc. (Stockton, CA)

2. Terracon Consultants, Inc. (Lodi, CA)

3. Universal Engineering Sciences (Stockton, CA)
Creating a robust list of firms to choose from will provide more flexibility and access to resources that can support City staff for material testing efforts. Once the Professional Services Contracts are executed, services will be acquired through a subsequent solicitation for services from those firms included in the Professional Services Contract. Staff will evaluate proposals received and select and negotiate with one or more consultants to provide services. A task order to the Professional Services Contract will be issued to the consulting firm(s) providing the needed material testing services. The cumulative amount of all task orders for each Professional Services Contract shall not exceed $500,000.

Staff recommends that Council authorize the City Manager to execute all task orders to the Professional Services Contracts for material testing services, including those that exceed the Council administrative authority of $100,000. The services will be billed at the specified charge rates, and the City will only pay for actual work performed.

Findings
Pursuant to Stockton Municipal Code (SMC) section 3.68.070, Council may approve findings which support an exception to the competitive bidding process. These findings include:

1. The City-wide on-call material testing services involve specialized, variable material service requests requiring a qualified geotechnical engineering firm with experienced and certified technicians who can perform the required material testing services.

2. The City does not have the specialized equipment or qualified staff available to perform the required material testing service.

3. Use of the RFQ process to establish a pre-qualified list of consultants is appropriate for this type of work because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional, responsive, and timely service which are in the public interest.

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4. The City will negotiate contracts following solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

The recommended motion will approve the 2024 On-Call List of Consulting Firms for Material Testing Services for federally and locally funded projects and approve staff to use the on-call list of consultants for material testing services. The recommended motion will also approve the Professional Services Contracts for material testing services on federally and locally funded projects for a three-year period, with two one-year options to extend, for a total of up to five years (Attachments A, B, and C).

FINANCIAL SUMMARY
This is an on-call contract, funds will be encumbered from each project for materials testing services as they are needed. No work will be assigned to consultants unless there is sufficient operating or project budget to incur the costs.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended actions.

Attachment A - Contract with Kleinfelder, Inc.

Attachment B - Contract with Terracon Consultants, Inc.

Attachment C - Contract with Universal Engineering Sciences City of Stockton Printed on 5/8/2024Page 4 of 4
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23)

PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is entered into this __ day of ____ 2024, between the CITY OF STOCKTON, a municipal corporation (“City”), and Kleinfelder, Inc. whose address is 2001 Arch-Airport Rd, Suite 100, Stockton, CA 95206 (“Consultant”) for the 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001, hereinafter referred to as “Project”.

RECITALS
A. Consultant represents that it is licensed in the State of California and is qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.

B. City finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Contract.

NOW THEREFORE , in consideration of the mutual promises, covenants and conditions in this Contract, City and Consultant agree as follows:

1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Contract, Consultant shall undertake and complete the services described in Exhibit A.

Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A and compatible with the standards of the profession. Consultant agrees that it shall produce a fully complete project that is acceptable to the City.

2. COMPENSATION. City shall pay Consultant for services outlined in Exhibit A according to the fee not to exceed the schedule detailed in Exhibit B, which is attached to this Contract and incorporated by this reference. Consultant agrees this fee is for full remuneration for performing all services and furnishing all staffing and materials called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbursement for costs shall not exceed $500,000.00 or as otherwise mutually agreed to in a Contract Amendment.

3. INSURANCE. During the term of this Contract, Consultant shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit C and shall otherwise comply with the other provisions of Exhibit C.

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23)

4. INDEMNITY AND HOLD HARMLESS. Pursuant to the full language of California Civil Code §2782, design Professional agrees to indemnify, including the cost to defend, City of Stockton and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City of Stockton; and does not apply to any passive negligence of the City of Stockton unless caused at least in part by the Design Professional. The City of Stockton agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional’s proportionate percentage of fault.

This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

5. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit A, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on December 31, 2027, unless extended by mutual agreement through the issuance of a Contract Amendment. a. Invoices submitted by Consultant to City must contain a brief description of work performed, time used and City project number. Payment shall be made within thirty (30) days of approval of invoice by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.

6. CONFORMANCE TO APPLICABLE LAWS . Consultant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
a. TITLE VI
Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23) from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm.

The City of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source. b. DISCRIMINATION AND HARASSMENT POLICY
The City of Stockton has a Discrimination and Harassment Policy (Exhibit D). The purpose of this policy is to reaffirm the City’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2
d. PREVAILING WAGE RATES
Consultant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23) i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. ii. The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
iii. Should the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by Consultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iv. PAYROLL RECORDS The Consultant to whom the contract is awarded shall ensure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records.

A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
v. APPRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23) e. APPENDIX E OF THE TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with Appendix E of the Title VI Assurances attached as Exhibit F.
f. SANCTIONS
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

7. RIGHTS AND DUTIES OF CITY. City shall make available to Consultant all data and information in the possession of City which both parties deem necessary to complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.

8. OBLIGATIONS OF CONSULTANT. Throughout the term of this Contract, Consultant represents and warrants that it has or will have at the time this Contract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the Consultant to practice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals. Consultant shall meet with the Public Works Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

9. OWNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Contract and shall not

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23) be disclosed to anyone not connected with these services unless the City expressly provides prior written consent.

10. CONTRACT AMENDMENTS. City reserves the right to make such alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant.

Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.

11. TERMINATION. The City may terminate this Contract upon thirty (30) calendar days written notice to Consultant with the reason for termination stated in the notice. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.

12. CONSULTANT STATUS. In performing the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant.

The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them. a. If in the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
i. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23) against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.

13. ASSIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.

14. HEADINGS NOT CONTROLLING. Headings used in the Contract are for reference purposes only and shall not be considered in construing this Contract.

15. NOTICES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:

To Consultant: To City:

Kleinfelder, Inc. Public Works Director
2001 Arch-Airport Road City of Stockton
Suite 100 22 E. Weber Ave., Rm. 301
Stockton, CA 95206 Stockton, CA 95202

16. LICENSES, CERTIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to the Consultant’s engaging in any operation or activity set forth in this Contract, Consultant shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.

17. RECORDS AND AUDITS. City reserves the right to periodically audit all charges made by Consultant to City for services under this Contract. Upon request, Consultant agrees to furnish City, or a designated representative, with necessary information and assistance.

Consultant agrees that City or its delegate shall have the right to review, obtain, and copy all records pertaining to performance of the Contract. Consultant agrees to provide City or its delegate with any relevant information requested and shall permit City or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Contract. Consultant agrees to maintain such records for a period of three years from the date that final payment is made.

ATTACHMENT A
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Professional Services Contract – KLEINFELDER, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23)

18. CONFIDENTIALITY. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information, or conclusions.

19. CONFLICTS OF INTEREST. Consultant covenants that other than this Contract, Consultant has no financial interest with any official, employee, or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Contract. If such an interest arises, Consultant will immediately notify City.

20. WAIVER. In the event either City or Consultant at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.

21. GOVERNING LAW. California law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.

22. NO PERSONAL LIABILITY. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant.

23. INTEGRATION AND MODIFICATION . The response by Consultant to the Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant and City, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.

24. FEDERAL PROVISIONS. Consultant shall comply with the Federal Aid Consultant Contract Provisions which are attached hereto as Exhibit “E” and incorporated herein by this reference.

25. SEVERABILITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation

ATTACHMENT A
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ATTACHMENT A
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2024 On-Call Materials Testing Services for Various City Projects for the City of Stockton #SEB-24-001 Page 14 kleinfelder.com
Detailed Work Plan
City projects is to participate as a member of the Proj ect Team throughout construction. We focus on keeping projects moving, anticipating challenges, and communicating with the City on a regular basis. Our Project Manager strives to be proactiv e during all phases of construction and meet the City for each project. In addition, our Project Manager is expected to track budgets and inform the City of sequences causing potential impacts to the initial budget long be fore specific task items are reached. This focused effort will allow the City to make informed decisions on how to mitigate potential cost challenges.

Taking into consideration the typical requirements of a City project, we have assembled a Team having the following attributes:

Senior Field Technician/Inspector with extensive experience with various construction segments.

Project Manager having civil, and materials experience needed to forecast project challenges.

Project Team believing in supporting the completion of projects based on an open team approach.

All primary listed key personnel will be COMMITTED to this contract.

The City numerous projects
being constructed concurrently. Kleinfelder possesses this experience, coupled with local, regional, and national resources and incorporating years of local experience to meet the needs of a contract of this nature. We have put together a Team with the proven ability to meet st ringent design and quality requirements, while keeping the project moving toward a successful conclusion.

OBJECTIVE
the City by providing efficient delivery of materials testing documentation of the constructed projects. Kleinfelder has demonstrated repeated success at provid ing quality assurance materials testing services for City proj ects through an open communication/proactive teaming approach and providing responsive, experienced, and qualified field and laboratory technicians to create a stronger This team attitude will build trust and provide for smoother running projects. Kleinfelder understands that to be part of a team means we need to deliver when asked, when promised, and to openly communicate.

Kleinfelder will also utilize a philosophy to capitalize on its numerous certified staff and resources to provide the best solutions to the City during this contract. Kleinfelder will service the project primarily from our Stockton facility, but if needed, has resources throughout the valley and the rest of the state to assist. Services by other Kleinfelder offices will be performed/accounted for as if they were delivered from our Stockton office. quired by the project
specifications, special provisions, and City. During the course of the contract, Kleinfelder will coordinate these testing services through the individual designated by City. These services will be comprised of three main components, project management, field testing, and laboratory testing services, all resulting in delivery of timely documentation of the quality of the constructed project.

SCHEDULING
Kleinfelder will commit our Materials Operations Supervisor, Mr. Ji mmy Zepeda, to the City for the duration of this contract. M r. Zepeda will be work directly with City staff on a daily basis for project assignment s. If the need for back up or additional technicians arises, Kl einfelder will dispatch technicians to the project site to commence testing within four hours of the notification, or two hours in the event of an emer gency.

Our services for this contract will be managed and dispatched through our central dispatch system. Dispatch is accomplished pri marily through email, [email protected], with backup through a 24-hour voicemail system, (925) 225-4575. Our technicians are equipped with cellular telephones to aid in expedient response to City

TI MELY SERVICE
The location of our full-service laboratory in Stockton will allow Kleinfelder to fast-track laboratory testing so that the maj ority of the samples will only require about 15 to 45 minutes of drive time from City
be able to dispatch personnel from a nearby site thereby providing a quicker response time than other companies. We can accompl ish this due to our centrally located office within City and the dedication that our field personnel have to City projects. In emergencies or extre me circumstances, Kleinfelder can schedule and dispatch field personnel generally within 2 close proximity to our Stockton office and are thereby readily available to work overtime and on weekends, if necessary.

We anticipate staffing materials testing and geotechnical servic es primarily from our Stockton office, assigning personnel whos e qualifications and experience most closely meet City

EXHIBIT A

ATTACHMENT A
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2024 On-Call Materials Testing Services for Various City Projects for the City of Stockton #SEB-24-001 Page 15 kleinfelder.com
to over 100 trained field and technical personnel and the ability to perform multiple projects concurrently, provide part-time staffing and/or meet unexpected peak work requirements. We have proven success, through our experience and satisfied clients, at managing numerous p rojects, both high and low profile in nature. The size of our firm, with mult iple offices located throughout northern California all within a 1-hour drive time, allows us to supplement our local staff on short notice to meet City ct needs. Part-time or full-time needs, big or small, we are prepared to serve City.

PROJECT MANAGEMENT AND REPORTING
Project Management
Our Project Manager will review the daily reports during construction. Items found in non-compliance with the project requirem ents will be brought to sionals, and . Our
project manager is also responsible for providing qualified person nel, supervision, invoice review pursuant to the contract, pr ovide oversight of our services and communication with the City and their contract design and construction team.

Preconstruction Meeting & Report / Plan Review
Kleinfelder's project manager will attend a preconstruction meetin g to review the project requirements and testing guidelines. Prior to this meeting, our project manager will perform a review of the project plans, specifications, contractor schedule, and all related project documents, as applicable, in preparation for this meeting.

Reports
Our certified field staff will prepare daily reports detailing work items observed with a draft copy provided to the owner an superintendent on-site prior to leaving the site or via email. Our project manager is responsible for reviewing all daily field reports for quality and accuracy. Final reviewed reports will be distributed by our projec t manager or by our administrative staff to the City. If requ ested, at the completion of the project our project manager will prepare a final summary report to document the services we have performed.

EXHIBIT A

ATTACHMENT A
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EXHIBIT B

ATTACHMENT A
PAGE 12 OF 71
1054
REV 2022-05-17
Insurance Requirements for Professional Services
2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification, it has no employees)

4. Professional Liability/Errors and Omissions Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

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

Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the

EXHIBIT C

ATTACHMENT A
PAGE 13 OF 71
1055
REV 2022-05-17
Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

EXHIBIT C

ATTACHMENT A
PAGE 14 OF 71
1056
REV 2022-05-17
The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Claims Made Policies (Professional & Pollution only)
If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. /
/
/

EXHIBIT C

ATTACHMENT A
PAGE 15 OF 71
1057
REV 2022-05-17
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3
rd Floor – HR
Stockton, CA 95202

EXHIBIT C

ATTACHMENT A
PAGE 16 OF 71
1058

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EXHIBIT D

ATTACHMENT A
PAGE 17 OF 71
1059

EXHIBIT D

ATTACHMENT A
PAGE 18 OF 71
1060

EXHIBIT D

ATTACHMENT A
PAGE 19 OF 71
1061

EXHIBIT D

ATTACHMENT A
PAGE 20 OF 71
1062

EXHIBIT D

ATTACHMENT A
PAGE 21 OF 71
1063

EXHIBIT D

ATTACHMENT A
PAGE 22 OF 71
1064

EXHIBIT D

ATTACHMENT A
PAGE 23 OF 71
1065

EXHIBIT D

ATTACHMENT A
PAGE 24 OF 71
1066

EXHIBIT D

ATTACHMENT A
PAGE 25 OF 71
1067

EXHIBIT D

ATTACHMENT A
PAGE 26 OF 71
1068

EXHIBIT D

ATTACHMENT A
PAGE 27 OF 71
1069

EXHIBIT D

ATTACHMENT A
PAGE 28 OF 71
1070

EXHIBIT D

ATTACHMENT A
PAGE 29 OF 71
1071

EXHIBIT D

ATTACHMENT A
PAGE 30 OF 71
1072
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

Page 1 of 38 ends

May 2023
Federal-Aid Consultant Contract Provisions
2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOIUS CITY PROJECTS City Project No. SEB-24-001

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION......................................................................................................... ......... 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ..................................................................... 4 ARTICLE III STATEMENT OF WORK ................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD ................................................................................................ 6 ARTICLE V ALLOWABLE COSTS AND PAYMENTS ........................................................................... 6 ARTICLE VI TERMINATION ................................................................................................................ 10 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ................................... 11 ARTICLE VIII RETENTION OF RECORD/AUDITS .............................................................................. 11 ARTICLE IX AUDIT REVIEW PROCEDURES ..................................................................................... 12 ARTICLE X SUBCONTRACTING ........................................................................................................ 13 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................. 15 ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................. 16 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 19 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ........................ 19

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ............................................................................................................................... ... 20 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 20 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 21 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION .................. 22 ARTICLE XIX INSURANCE ......................................................................................................... ........ 28 ARTICLE XX FUNDING REQUIREMENTS .......................................................................................... 29 ARTICLE XXI CHANGE IN TERMS ..................................................................................................... 29

EXHIBIT E

ATTACHMENT A
PAGE 31 OF 71
1073
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

Page 2 of 38 ends

May 2023
ARTICLE XXII CONTINGENT FEE ...................................................................................................... 29 ARTICLE XXIII DISPUTES ........................................................................................................ .......... 30 ARTICLE XXIV INSPECTION OF WORK ............................................................................................ 30 ARTICLE XXV SAFETY ............................................................................................................ .......... 30 ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR .............. 31 ARTICLE XXVIII CONFIDENTIALITY OF DATA .................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ..................................... 32 ARTICLE XXX EVALUATION OF CONSULTANT ............................................................................... 33 ARTICLE XXXI PROMPT PAYMENT .................................................................................................. 33 ARTICLE XXXII TITLE VI ASSURANCES ........................................................................................... 33 ARTICLE XXXIII NOTIFICATION ......................................................................................................... 38 ARTICLE XXXIV CONTRACT ........................................................................................................ ..... 38 ARTICLE XXXV SIGNATURES ....................................................................................................... .... 39 Additional California Department of Transportation (Caltrans) Exhibits Incorporated:

Exhibit 10-O2 “Consultant Contract Disadvantaged Business Enterprise Commitment”

EXHIBIT E

ATTACHMENT A
PAGE 32 OF 71
1074
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

Page 3 of 38 ends

May 2023

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

The name of the “CONSULTANT” is as follows:
(NAME OF CONSULTANT)
Incorporated in the State of (NAME OF STATE)
The Project Manager for the “CONSULTANT” will be (NAME) The name of the “LOCAL AGENCY” is as follows:
(NAME)
The Contract Administrator for LOCAL AGENCY will be (NAME) B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated (DATE). The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment #) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

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

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

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

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

G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior

EXHIBIT E

ATTACHMENT A
PAGE 33 OF 71
1075
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

Page 4 of 38 ends

May 2023
written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

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

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

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

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A & B below for standard AGREEMENTs] A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.
[Option 2 - Use paragraphs A & B below for on-call AGREEMENTs] A. CONSULTANT shall submit progress reports on each specific project in accordance with the Task Order. These reports shall be submitted at least once a month. The report should be sufficiently detailed for LOCAL AGENCY’s Contract Administrator or Project Coordinator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator or Project Coordinator, as needed, to discuss progress on the project(s).

ARTICLE III STATEMENT OF WORK
[Insert Appropriate Statement of work including a Description of the Deliverables in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”] A. CONSULTANT Services
[Detail based on the services to be furnished should be provided by CONSULTANT. Nature and extent should be verified in the negotiations to make precise statements to eliminate subsequent uncertainties and misunderstandings. Reference to the appropriate standards for design or other standards for work performance stipulated in CONSULTANT AGREEMENT should be included.

Describe acceptance criteria, and if the responsible CONSULTANT/engineer shall sign all Plans,

EXHIBIT E

ATTACHMENT A
PAGE 34 OF 71
1076
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

Page 5 of 38 ends

May 2023
Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number.

Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).] B. Right of Way
[State whether Right of Way requirements are to be determined and shown by CONSULTANT, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished.]
C. Surveys
[State whether or not the CONSULTANT has the responsibility for performing preliminary or construction surveys.]
D. Subsurface Investigations
[State specifically whether or not CONSULTANT has responsibility for making subsurface investigations. If borings or other specialized services are to be made by others under the supervision of CONSULTANT, appropriate provisions are to be incorporated. Archaeological testing and data recovery guidance can be found in the Standard Environmental Reference.] E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.] H. CONSULTANT Services During Construction
The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment

EXHIBIT E

ATTACHMENT A
PAGE 35 OF 71
1077
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

Page 6 of 38 ends

May 2023
for additional copies.

ARTICLE IV PERFORMANCE PERIOD
[A time must be set for beginning and ending the work under the AGREEMENT. The time allowed for performing the work is specified; it should be reasonable for the kind and amount of services contemplated; and it is written into the AGREEMENT. If it is desirable that Critical Path Method (CPM) networks, or other types of schedules be prepared by CONSULTANT, they should be identified and incorporated into the AGREEMENT.]
A. This AGREEMENT shall go into effect on (DATE), contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on (DATE), unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY. [Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.]
C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only. The maximum term shall not exceed five (5) years.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
[Choose either Option 1, 2, 3, or 4]
[Option 1 - Use paragraphs A through K below for Cost-Plus-Fixed Fee AGREEMENTs] A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.

C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(AMOUNT). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

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D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

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

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $(Amount).

J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. [Option 2 - For Cost per Unit of Work AGREEMENTs, replace paragraphs A & B of Option 1 with the following paragraphs A, B, and C and re-letter the remaining paragraphs. Adjust as necessary for work specific to your project].

A. The method of payment for the following items shall be at the rate specified for each item, as described in this Article. The specified rate shall include full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore.

B. The specified rate to be paid for vehicle expense for CONSULTANT’s field personnel shall be $(Amount) per approved Cost Proposal. This rate shall be for fully equipped vehicle(s) specified in Article III Statement of Work, as applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal.

C. The method of payment for this AGREEMENT, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment-rental costs, overhead and

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other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead and other estimated costs set forth in the approved Cost Proposal, unless additional reimbursement is provided for, by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY approved overhead rate set forth in the approved Cost Proposal. In the event, LOCAL AGENCY determines that changed work from that specified in the approved Cost Proposal and AGREEMENT is required; the actual costs reimbursable by LOCAL AGENCY may be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I,” of this article shall not be exceeded unless authorized by AGREEMENT amendment. [Option 3 - Use paragraphs A through P for Specific Rates of Compensation Agreements (such as on- call Agreements). This payment method shall only be used when it is not possible at the time of procurement to estimate the extent or duration of the work or to estimate costs with any reasonable degree of accuracy. The specific rates of compensation payment method should be limited to AGREEMENTs or components of AGREEMENTs for specialized or support type services where the CONSULTANT is not in direct control of the number of hours worked, such as construction engineering and inspection.]
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

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

C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.

D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

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

F. [Local Agency to include either (a) or (b) below; delete the other one] (a) Reimbursement for transportation and subsistence costs shall not exceed State rates.

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

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

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.

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

J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(NAME OF LOCAL AGENCY/ NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.

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

O. Task Orders may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

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

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[Option 4 - Use paragraphs A through E below for lump sum agreements.

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

B. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

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

D. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)

E. The total amount payable by LOCAL AGENCY shall not exceed $(Amount).

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

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

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of

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liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

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

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

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

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

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

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

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

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

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

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

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

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

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

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three

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(3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

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

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

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

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

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

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

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

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

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due per month for every month that payment is not made.

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

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant. [Choose either Method 1, Method 2, or Method 3 below and delete the other two.] Method 1: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Method 2: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. Any retainage kept by CONSULTANT or by a subconsultant must be paid in full to the earning subconsultant within 15 days after the subconsultant’s work is satisfactorily completed.

Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

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

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

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

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

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

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

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

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

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and

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specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

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

D. Payroll Records

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

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

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

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

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

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

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

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

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

F. Penalty

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

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

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

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the

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certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

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

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

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

H. Employment of Apprentices

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

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

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this

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AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex,

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age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

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

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

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

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

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

3. Does not have a proposed debarment pending; and

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

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

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

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

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

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as

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a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://caltrans.dbesystem.com/.

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

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

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

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

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

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible

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E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

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

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

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

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

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

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

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

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

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

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

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

11. The LOCAL AGENCY determines other documented good cause.

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

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

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

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
x One or more above listed justifiable reasons along with supporting documentation. x CONSULTANT’s written notice to the DBE regarding the request, including proof of

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transmission and tracking documentation of CONSULTANT’s written notice x The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

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

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

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

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

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

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

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

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

The LOCAL AGENCY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

3. Maintain records including:
x Name and business address of each 1
st
-tier subconsultant
x Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
x Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)

If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

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

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

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

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

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

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

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

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

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

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

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the

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noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

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

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

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

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

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

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

L. For projects awarded on or after March 1, 2020, but before September 1, 2023: No later than the 10th of the month following the month of any payment(s), the CONSULTANT must submit an invoice for payment along with Exhibit 9-F: Monthly Disadvantaged Business Enterprise (DBE) Payment to the Caltrans Business Support Unit at [email protected]. Provide a copy to the LOCAL AGENCY administering the contract.

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

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

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ARTICLE XIX INSURANCE
[Choose either Option 1 or Option 2]
[Option 1 - for AGREEMENT with a scope of services that may require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way; where there would be exposure to public traffic or construction operations.] A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not less than one million dollars ($1,000,000) per occurrence.

B. The Certificate of Insurance will provide:

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

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

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

C. CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.
[Option 2 - for AGREEMENTs with a scope of services that will not require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way where there would be exposure to public traffic or construction CONSULTANT operations. ] CONSULTANT is not required to show evidence of general comprehensive liability insurance.

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

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

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

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

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

B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.

C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty- five
(45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A through C below for all AGREEMENTs without PS&E submittal] A. Any dispute, other than audit , concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.
[Option 2 - Replace Paragraph B, above, with the following for AGREEMENTs requiring the submission of PS&E]

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

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

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

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic.

CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.
[Add the following paragraph to all AGREEMENTs, which may require trenching of five feet or deeper] D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever. Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work

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(and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract. Any reuse by City for another project or project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal- aid contracts).

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

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

C. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

D. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

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

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT,

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at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

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

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

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

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

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

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

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES

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

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

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

APPENDIX A

During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:

a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.

b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set

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forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or ii. cancellation, termination or suspension of the Agreement, in whole or in part. f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

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

APPENDIX B

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

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of

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Federal Regulations,
U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.

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

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

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM

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

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

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of,

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or be otherwise subjected to discrimination in the use of said facilities.

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

APPENDIX D

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

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

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on,over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

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

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

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Pertinent Non-Discrimination Authorities:

x Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part

21. x The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); x Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
x Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; x The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
x Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); x The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
x Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places ofpublic accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;
x The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
x Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); x Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

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ARTICLE XXXIII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT:
(CONSULTANT)
(NAME) ,Project Manager
(ADDRESS)
LOCAL AGENCY:
(LOCAL AGENCY)
(NAME) , Contract Administrator
(ADDRESS)

ARTICLE XXXIV CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMENT constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the signatures below.ARTICLE XXXV SIGNATURES (Name of LOCAL AGENCY) (Name of CONSULTANT)
(Signature) (Signature) (Name of
Signer) (Name of Signer)
Date: Date:

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Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

Pertinent Nondiscrimination Authorities:
x Title VI of the Civ il Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
x The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
x Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
x Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
x The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
x Airport and Airway Improv ement Act of 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
x The Civ il Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
x Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;

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x The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
x Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; x Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
x Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activ ities (20 U.S.C. 1681 et seq).

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2024 ON-CALL MATERIALS TESTING SERVICES FOR VARIOUS CITY PROJECTS NO. SEB-24-001 0City of Stockton
Stockton, CA

KLEINFELDER

0.00 0.00 0.00
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Professional Services Contract – TERRACON CONSULTANTS, INC. – 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 (Updated 10/18/23)

PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is entered into this __ day of ____ 2024, between the CITY OF STOCKTON, a municipal corporation (“City”), and Terracon Consultants, Inc. whose address is 902 Industrial Way, Lodi, CA 95240 (“Consultant”) for the 2024 ON-CALL MATERIAL TESTING SERVICES FOR VARIOUS CITY PROJECTS, PROJECT NO. SEB-24-001 , hereinafter referred to as “Project”.

RECITALS
A. Consultant represents that it is licensed in the State of California and is qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.

B. City finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Contract.

NOW THEREFORE , in consideration of the mutual promises, covenants and conditions in this Contract, City and Consultant agree as follows:

1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Contract, Consultant shall undertake and complete the services described in Exhibit A.

ATTACHMENT B

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City Council and Concurrent AuthoritiesMay 14, 2024

City Council and Concurrent Authorities
May 14, 2024