City Council and Concurrent Authorities
June 18, 2024

Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)

PROFESSIONAL SERVICES CONTRACT
(for State funded projects)
THIS CONTRACT is entered into this day of 2024, between the CITY OF STOCKTON, a munici pal corporation (“City”), and R.E.Y. ENGINEERS, INC. whose address is 905 SUTTER STREET, SUITE 200, FOLSOM, CA 95630 (“Consultant”)  for the SAFE ROUTES TO SCHOOL SIDEWALK GAP CLOSURE (PROJECT NO. WT19013/ATPSB1L-5008(187)), hereinafter referred to as “Project”.

RECITALS
A. Consultant represents that it is licensed in the St ate of California and is qualified, willing and able to provide t he 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 t he standards of the prof ession. 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 a ll 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 $389,959.00 or as otherwise mutually agreed to in a Contract Amendment.

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

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)
INDEMNITY AND HOLD HARMLESS. Pursuant to the full l anguage of California Civil Code §2782, design Professional agrees to indemnify, including the cost to defend, City of Stockton and its officers, officials, em ployees, 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 mi sconduct of Design Professional and its employees or agents in the per formance 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 St ockton unless caused at least in part by the Design Professional. The City of Sto ckton 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.

4. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit C , which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on September 30, 2028, unless extended by mutual agreement through the issuance of a Contract Amendment. a. Invoices submitted by Consultant to City must contai n a brief description of work performed, time used and City project number. Pa yment 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 limit ation. City shal l have no obligation or liability to pay any invoice for wo rk performed which Consultant fails or neglects to submit within sixty (60) da ys, or any extension thereof granted by the City, after work is accepted by City.

5. CONFORMANCE TO APPLICABLE LAWS . Consultant shall comply with all applicable Federal, State, and Municipa l 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 pr otected 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 r equir
es that “no person in the United
States shall, on the grounds of race, color, or national or igin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any pr ogram or activity receiving federal financial

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)
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 Disc
rimination and Harassment Policy ( Exhibit
F). 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 harassm ent in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigat ing, and resolving complaints of discrimination and harassment in the workplace.
c. LABOR STANDARDS PROVISIO NS/CALIFORNIA LABOR CODE
The bidder shall understand that conditions set forth in Chapter 1, Part 7, Divis
ion 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=L AB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILING WAGE RATES
Consultant and any s
ubcontractor shall pay each employee engaged in the
trade or occupation not le ss than the prevailing hour ly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of t he 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, apprent iceship or other training programs authorized by Section 3093 and similar pur poses 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 determi nation for each craft reflects an expiration date, it shall be the prim e Consultant and each subcontractor's responsibility to ensure that the prevai ling wage rates of concern is current and paid to the employee.
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

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.

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.
ii. 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 engineer ing, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be under taken at the request of the City, reimbursement will not be required. To confor m strictly with the provisions of Division 2, Part 7, C hapter 1, Article 2, of the Labor Code of the State of California. To fo rfeit 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 sect ions shall be deducted from the payments to be made under the terms of this contract.
iii. PAYROLL RECORDS The Consul tant to whom the contract is awarded shall ensure that the prime and each subc ontractor 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 D epartment, 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.
iv. APPRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) cert ified approval by lo cal joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to admin ister and conduct apprenticeship programs, if applicable to the job.
e. APPENDIX E OF TH E TITLE VI ASSURANCES

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the Appendix E of the Title VI Assurances attached as Exhibit G.
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 e ngage in prohibited transactions with sanctioned persons or entities.

6. 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 ai d and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.

7. OBLIGATIONS OF CONSULTANT. Throughout the term of this Contract, Consultant represents and warrant s 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 requir ed for the Consultant to pr actice its professions, and Consultant shall, at its own cost and expense, keep in e ffect during the life of this Contract all such licenses, permits, qualific ations, insurance, and approvals. Consultant shall meet with the Public Wor ks 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 pr esentations, and provide professional advice and recommendations regarding this project.

8. OWNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other document s 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 ma tter in all materials is hereby assigned to the City and the Consultant agrees to exec ute any additional do cuments 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 befor e final delivery to the Cit y, the Consultant shall replace them at its own exp ense. Consultant shall k eep materials confidential.

Materials shall not be used for purposes other than performance of services under this Contract and shall not be disclosed to any one not connected with these services unless the City expressly provides prior written consent.

9. 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

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)
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.

10. 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 t he 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.

11. CONSULTANT STATUS. In performing the obligat ions 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 Cons ultant 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 supplie rs, will be considered employees of Consultant. The Consultant shall be responsi ble for the work of subcontractors, which shall be subject to the provisions of this Cont ract. The Consultant is responsible to the City for the acts and omissions of its subcontractor s and persons directly or indirectly employed by them.
a. If in the performance of this Contra ct any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of C onsultant. All terms of employment including hours, wages, working c onditions, 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 t hat Consultant must issue W-2 forms or other forms as requi red by law for income and employment tax purposes for all of Consultant’s personnel. ii. As an independent cont ractor, Consultant he reby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any content ion by any third party that employer-employee relationship exists by reason of this Contract.

12. ASSIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or ob ligation in the Contract without the prior written consent of the City, and then only upon such terms and conditi ons as City may set forth in writing.

Consultant shall be solely responsible for reimbursing subcontractors.

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)

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

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

To Consultant: R.E.Y. Engineers, Inc. To City: Public Works Director 905 Sutter Street City of Stockton
Suite 200 22 E. Weber Ave., Rm. 301
Folsom, CA 95630 Stockton, CA 95202

15. LICENSES, CERTIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to t he Consultant’s engaging in any operation or activity set forth in this Contract, Consulta nt shall obtain a City of Stockton business license, which must be kept in effect duri ng the term of this Co ntract. Consultant covenants that it has obtained al l certificates, licenses, permits and the like required to perform the services under this Contract.

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

Consultant agrees that City or its delegate s hall have the right to review, obtain, and copy all records pertaining to performance of the Contract. C onsultant agrees to provide City or its delegate with any relevant information requested, and shall permit City or its delegate access to its premises, upon reasonab le notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other mate rial that may be relevant to a matter under investigation for the pur poses of determining compli ance with this Contract.

Consultant agrees to maintain such records for a period of three years from the date that final payment is made.

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

18. 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 princi pals do not have any financial interest in real property, sour ces 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.

ATTACHMENT B
Professional Services Contract – R.E.Y. ENGINEERS, INC. – PROJECT NO. WT19013/ATPSB1L- 5008(187)
(Updated 10/18/23)

19. WAIVER. In the event either City or C onsultant at any time waive any breach of this Contract by the other, such wa iver 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.

20. 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.

21. 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.

22. 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 r epresents the entire in tegrated agreement between Consultant and City, supersedes all prior negotiati ons, representations, or agreements, either written or oral, between the parties , and may be amended only by written instrument signed by C onsultant and City. All exhibi ts and this contract are intended to be construed as a single docum ent. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.

23. 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.

24. SEVERABILITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declar ed void in whole or in part by operation of law or agreement of the parties, the remainder of the provisions or terms not expressly declared void shall remain enforceable and in full effect.

25. THIRD PARTY RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than City and Consultant. //
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ATTACHMENT B

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e P A G E 6
Project Understanding and Approach

PROJECT UNDERSTANDING
The City of Stockton’s Safe Routes to School Sidewalk Gap Closure project aims to construct and repair pedestrian and vehicular roadway improvements to provide improved connectivity and safety for non-motorized modes of transportation at five school sites.

The locations of the work are at and/or near Fillmore Elementary School, Victory Elementary School, Delta Sierra Middle Schoo l, Montezuma Elementary School, and Jane Frederick High School, and the extents of work at each location are identified in Attachment A – Vicinity Map included in the City’s RFP package. Targeted improvements will be engineered and presented in Plans, Specifications, and Estimate (PS&E) documents, and will include new curb, gutter, and sidewalk, repairs of deficient or non-existing curb ramps, new crosswalks and traffic control markings, new asphalt roadways, conforms to private improvements at the right-of-way edge, and improvements to drainage in the post-construction condition.

This project is funded in part by Federal and State grants, including funds awarded from the State’s Active Transportation Pr ogram (ATP). As part of the City’s efforts to apply for and win ATP funds, R.E.Y. worked with the City to prepare an application fo rm for the ATP Cycle 4 grants. Our role in this grant application project included site reconnaissance to investigate existing conditions, public outreach for the communities surrounding each of the five school sites, the development of conceptual plans sh owing specific roadway and sidewalk improvements at each location, and cost estimates for use in developing the amount of the funding reques t.

The City has proposed an expedited schedule for the delivery of the project design, starting with approval of the design proj ect from City Council in July 2024, and the delivery of the completed plans, specifications, and estimates by November 2024.

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e P A G E 7

PROJECT APPROACH
R.E.Y.’s approach to the successful delivery of this project is guided by our collaborative effort with the City on the ATP application, the identification of key project challenges in the design of the planned improvements, and our detailed
proposals to address these challenges and provide timely and complete construction documents.

Challenge 1: Schedule
Although the design portion of this project is scheduled to last five months, periods of time needed to review record documentation, survey information on utility conflicts, and incorporate City plan checks will constrain the design
production period to occur in about 14 weeks. While this is a compressed period, R.E.Y. has come up with an approach
that will allow us to deliver our project to not only meet the City’s stated deadline for completion but will comply with the ATP’s rules for having the project ready for construction and will allow the City to receive ATP funds for construction of the proposed improvements.

Our review of the work we have done to date and the team we have developed for this project means that R.E.Y. is in the best position to succeed in the timely delivery of this project, as proven by the following accomplishments and team developments:

1. We participated in the ATP grant
application process for this project .

R.E.Y. prepared plans and estimates for the planned
improvements at each of the school sites, based on the goals of the ATP program, observations of the existing conditions, and selections of design solutions for each of the barriers to safety and accessibility. We also assisted in the selection of schools to include in the Safe Routes to School Project, drafted support letters, prepared application forms, and support letters and additional background information into the ATP application. R.E.Y. already has internal knowledge of the development of the project, the goals of this program, and the needs of the City in mind.

2. We have a n engineering head start.

The plans from the grant application and our company’s
developed experiences from that phase of work will be a good continuation point from which we can prepare more
detailed construction documents. The advantage of having worked on the initial phase of the project allows us to spend more time on the technical details of the design, including accessibility of the new safe routes to school, and ensuring proper conforms and positive surface drainage at the right of way. It also means we are more likely to finish the design phase of the project on time.

3. We have experience delivering
Safe Routes to School and ATP projects.

R.E.Y. has delivered many design projects associated with federal and state funding mechanisms, including the Safe Routes to School program, Active Transportation Program, and Highway Safety Improvement Program. Across the state, R.E.Y. has provided engineering services on 17
bicycle/pedestrian facilities with Federal or State funding in the past 5 years. We are knowledgeable of both the Caltrans Local Assistance Programs Guidelines (LAPG) and
Local Assistance Procedures Manual (LAPM) publications.

Several examples of our work from our previous projects are presented in this proposal.

SCHEDULE PLAN
Our strategy to perform the work on-schedule for this project is to keep as many components of our team as active as
possible throughout the design period, with a minimization of down time. When we receive City Council approval of the project and our contract is executed, we will schedule a kick-off meeting with the City as soon as possible so that we

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e P A G E 8
can discuss initial tasks and coordination items, identify record documents to review during our research period, and prepare notifications as needed for initial public outreach.

We will also schedule a kickoff meeting with our
subconsultants right after the City’s kickoff meeting, to shorten lead times for their work.

While project research, any required supplemental
topographic surveys, and other preliminary tasks are being conducted, we can move forward with engineering work that does not involve base maps or completed surveys. When we receive the City’s standard border for plans, we can develop sheets that include City general notes and City-standard details. From review of the schematic plans on the grant application, we can identify construction materials required and start work on the specifications.

The ATP application has plans with a well-defined project scope for each of the five locations, and a cost estimate that is the basis of the state funding request. Therefore, once we get to the 65% PS&E milestone, we do not expect to see a substantial change in the project design or the areal scope of the project. While the City reviews our 65% PS&E submittal, R.E.Y. will concurrently move forward with the technical work needed to advance the plans to the 100% level. This will add much-needed design time to our schedule. Any comments
on the 65% submittal by the City will be incorporated into the plans as we move forward toward the 100% PS&E submittal.

R.E.Y. is committed to completing the project design by November 2024. We have included a project schedule that includes time periods for each task on the project, as well as periods for City review of PS&E packages. Our project
includes a 2-week buffer period between the submittal of 100% PS&Es and the end of the month of November, to
provide time for last-second changes or additional City comments, and to provide a means for the project to remain in compliance with Timely Use of Funds rules and deadlines.

Challenge 2: Control Costs by
Managing the Details
Adherence to project budgets is critical to success. Often a grant application is written years before a project is
implemented and construction costs have inevitably
increased, or project conditions have changed because of other recently completed projects. Early in the design phase, we will update the project cost estimates by applying current costs to the estimates developed in the ATP application, as part of an overall funding analysis to determine funding from all available sources is adequate. If it is found that the budget is insufficient, our team will discuss the shortcoming with the City and present options to advance a project that can be constructed within the budget. We will also discuss project priorities with the City to determine bid alternates as well as project phasing to deliver projects that fit the budget.

As the development of PS&E moves forward, design activities will be closely managed as an effort to maintain the project budget levels. Plans will be reviewed frequently to ensure compliance with the construction scope of work as shown on the ATP application documents, or as modified with
agreed-upon budgetary design changes. Options for detailed design solutions developed in the plans will be analyzed with project costs as a primary driver, so that expensive solutions such as new storm drain laterals or traffic signal pole relocations can be avoided as much as possible.

Many new and repaired sidewalk facilities are being
constructed in the built environment, in close proximity or adjacent to existing public and private improvements.

This requires a detailed yet efficient technical approach in our design process. Our approach to designing improvements to existing facilities is simple, design from the outside in.

Far too often designers focus on the new design elements within the project and spend little time evaluating how they will tie-in to the existing components along the boundary of the proposed improvements. We have seen remarkable

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e

P A G E 9
value in giving conforming elements the appropriate
attention early in the design process, avoiding the rework necessary upon the realization that a proposed
improvement doesn’t fit later in the process. Because all the information needed to design these conforms is pre-existing, the more detail obtained on the existing project site and surrounding improvements, the better. The accuracy of this information dictates how well a design will fit in the field.

Many times, the importance of this information isn’t
recognized and designers have to rely on limited or
interpolated topographic information to create these tie-ins.

It is very important not to forget that the proposed
improvements must ultimately conform to the existing
improvements and that the boundary conditions can make
or break a rehabilitation project. R.E.Y. has honed their approach to designing improvements to existing facilities by creating a team with the experience relevant to this project and capabilities to provide detailed design correctly the first time to avoid rework. Through this experience, we have
developed several tactics to streamline the design process while minimizing conflicts and unforeseen circumstances during construction.

Another important detail to consider is compliance with Americans with Disabilities Act (ADA) guidelines, which must be achieved with the proposed improvements. Title II of the ADA requires that state and local governments ensure that persons with disabilities have access to the pedestrian routes in the public right of way. This project will design
improvements to achieve ADA compliance by correcting
deficiencies within the work area. ADA compliant sidewalks, driveways, and curb ramps will be designed using City
standard details. Enlarged plans at curb ramps will be provided to show spot grades, maximum-allowed slopes, and positive drainage in gutters to meet City, Caltrans, and ADA standards.

Challenge 3: Communication
For a project with an expedited timeline to reach final PS&E, not only will the design process need to be quick and
efficient, but the communications and decisions made
between R.E.Y, the City, and the project stakeholders will also require a high level of effort, timeliness, and completed documentation, so that a successful design can be delivered.

The following presents our strategies to organize the
involvement of R.E.Y., our subconsultants, the City and other local agencies, and affected schools, businesses, and
homeowners:

Project Management and Coordination
We believe that communication is the most important aspect of the services we provide and critical to the success of every project. As the main point of contact for the City,
Project Manager, Alex Heuer, PE, LEED AP, QSD/P will be directly responsible for project management and
coordination of all technical work to make sure that project issues and action items are addressed. Our team will also create and maintain an Action Item Log including action item descriptions and identify the responsible decision-maker and the date the decision was made, or action item resolved. The schedule and log will be provided to the City on a regular basis. We will document all project correspondence,
comments provided by the City, and R.E.Y. responses for inclusion in the project file.

Meeting s
At project initiation, the Project Development Team (PDT) will conduct a kickoff meeting with participation of R.E.Y.’s Project Manager (PM), Alex Heuer, and representatives from the City. In this meeting, we will clarify City goals and objectives, confirm lines of communications, and review schedule and upcoming deliverables.

R.E.Y. and appropriate staff will meet with the City’s PM and other project stakeholders, as necessary, to coordinate managing and delivering this project. Primary purposes of the meetings are to keep the City informed of the status of the project work, review the current schedule, and to obtain timely decisions from the City. Meeting agenda will be
circulated prior to each meeting. Meeting minutes, including action items, will be prepared, and circulated to the team and attendees after the meeting is conducted.

Utility Coordination
At project initiation, and as illustrated below, R.E.Y. will request record documents of surveys, maps, and plans and review graphical representations of the existing utilities.

Based on the review of these plans, our site reconnaissance, the topographic survey CAD files received, and our ATP plan exhibits, we will develop Utility “A” letters and work with the City to send them to the utility agencies that have
infrastructure within and in the vicinity of proposed work.

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e P A G E 10
Using field survey data and the provided utility maps, we will prepare preliminary design drawings to identify conflicting utilities and serve as the plans for the Utility “B” Letters. Our team is prepared to assist the City through the utility process and any necessary utility relocations.

Minimize Disruptions to Schools
One of the project goals will be to minimize construction impacts during the academic school year, from the beginning of August to the end of May. R.E.Y. has successfully achieved this goal on numerous other projects that were adjacent to school facilities. If work should take place while school is in session or if the school hosts summer programs, the
construction documents will clarify allowable dates and times of day for construction activities so that school traffic conflicts can be minimized.

Meeting Caltrans LAPG and LAPM
Requirements
R.E.Y. is well versed in delivering projects with both State and Federal funding both on- and off-system. We have an
excellent relationship with District 10 Caltrans Local
Assistance staff, and our team can facilitate interactions with Caltrans throughout the final design phase. We are well acquainted with the timing of project approvals, including California Transportation Commission (CTC) allocation
requests and Caltrans requests for authorization to proceed (RFAs) and are ready and able to assist the City through those processes so projects are authorized to proceed with bidding and construction on time.

We are prepared to assist the City with completing and
processing the various Caltrans LAPM forms, including the utility relocation forms (Exhibit 14-C, 14-D, 14-E, 14-F, 14-I, as applicable) and Exhibit 13-A/B: Right of Way Certification, and RFA to Proceed with Right-of-Way and/or Construction.

In addition to our team having a thorough understanding of the LAPM, we are also intimately familiar with the Caltrans Local Assistance Programs Guidelines (LAPG), Highway Design Manual (HDM), California Manual on Uniform Traffic Control Devices (CAMUTCD), Project Development Procedures
Manual (PDPM), Traffic Manual, Storm Water Project
Planning & Design Guide, PS&E Guide, Contract Cost Data, and Standard Plans and Specifications.

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e P A G E 11
Detailed Work Plan

ASSUMPTIONS
• Utility Relocations will include adjustments to grade. • Right-of-Way acquisitions will not be necessary.
• Environmental technical studies have been provided by the City of Stockton. Additional environmental studies are not required . • Hazardous materials testing will not be required.
• Existing drainage systems are adequately sized, therefore hydrologic, hydraulic, or water quality studies are not required. • Treatment Control, low-impact development, or hydromodification methods for storm water management are not required. • Lighting design and photometric analysis due to street light pole relocation is not required. • Traffic signal design is limited to pedestrian push buttons on pedestals. Additional signal design is not included. • Potholing is not included.
• Geotechnical investigations and reports are not included. • Utility location services, including Ground Penetrating Radar, are not included.

SCOPE OF SERVICES

4.1 Background Research
R.E.Y. will conduct a field reconnaissance of the project area to observe the current site conditions. Since the design phase is occurring six years after the ATP application process, we will observe any changes in the site conditions since then and take these improvements into account in the development of PS&Es.

We will also research and review existing topographic mapping, right-of-way maps, “as-built” plans, record maps, surveys, assessor maps, review and verify the location and type of existing improvements, equipment, bus zone locations, intersection geometric s, posted speed limit signs, on-street parking, and bus route movements.

We assume that the City has already completed a topographic survey for all five project locations. R.E.Y. survey staff will verify the project survey control that was used for the existing topographic survey. R .E.Y. will review the extent and completeness of the topographic survey and using the existing project survey control, spot checks of the topographic data will be performed to verify accuracy.

4.2 Environmental Services
The City has secured CEQA and NEPA environmental clearances. Additional environmental studies, reports, or permit processing is not anticipated for this project.

4.3 Utility Coordination
R.E.Y. will manage the utility investigations for this project, following the LAPM utility coordination process. The first step in this process is to send Utility “A” letters to utility owners for inquiries on existing utilities. Based on the information contained in the topographic survey, site reconnaissance, and other information received from the City, we will prepare project limit maps as an exhibit to the letter. R.E.Y. will draft the Utility “A” letter texts and submit them to the City for placement on City letterhead. R.E.Y. will then submit the letters to the utility owners. From the maps received, the digital base files will be updated accordingly to reflect the horizontal location of the existing facilities. Any conflicts between utilities will be noted.

Following the 65% submittal to the City, R.E.Y. will prepare Utility “B” letters to send to affected utility owners. Two sets of the half-sized 65% plans will be included with each letter sent to each utility. The letter will request that utility owners verify an y utility conflicts with proposed improvements and indicate whether any future utilities are proposed in the area that may require accommodation through the improved area. Information on existing utilities obtained as a result of the “B” letter wil l be used to determine potential utility conflicts and to resolve the conflicts identified. A copy of the utility data obtained from utili ty owners will be provided to the City and the originals will be filed in the project files.

Following the 100% PS&E submittal to the City, R.E.Y. will prepare Utility “C” letters to send to the affected utility owners. Two sets of the half-sized 100% plans will be included with each letter sent to each utility. The letter will indicate to the utility owners whether any changes have been made to the project plans since the Utility Letter “B” and will request written confirmation of utility

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e

P A G E 12
relocations and utility relocation schedule. A copy of the utility data obtained from utility owners will be provided to the City and the originals will be filed in the project files.

Throughout the utility coordination process, R.E.Y. will meet with affected utility companies as needed to review the utility conflicts in the field, confirm the proposed utility relocations, and coordinate on the utility’s schedule for the relocation work .

Deliverables: Utility “A”, “B”, and “C” Letters, and LAPM forms for utility relocations.

4.4 Plans, Specifications, and Estimates
R.E.Y. and its consultants will prepare and complete plans, specifications, and estimate documents. The plans will include the following sheets:
• Title Sheet
• Grading Enlargement Plans
• Notes and legend
• Utility Relocation Plans
• Typical sections
• Striping plans
• Horizontal Control Plans
• Staging and Erosion Control Plans
• Demolition Plans
• Details
• Plans and Profiles for curbs, gutters, and sidewalks, vehicular pavements, and storm drains
• Signal Modification Plans
The necessary improvements will be designed in accordance with the City of Stockton Standard Plans and Specifications, Caltrans Standard Specifications, the current California MUTCD, and American Disabilities Act (ADA) guidelines as appropriate.

The base map limits will be sufficient to cover all necessary improvements within the project area. The project is anticipated to use the existing curb-to-curb width. If improvements need to be designed that are a variance with the ADA, R.E.Y. will draft an internal memo for the project file and provide justifications.

PS&E documents will be submitted to the City for review at 65% and 100% completion stage. We will provide one set of full-size, 24”x36”, plans (PDF), one set of specifications (PDF, Word) and the engineer’s estimate (PDF/Excel) at each milestone submittal.

With each stage of review, the R.E.Y. will use Bluebeam software to review and incorporate comments and create a comment matrix to track all comments. A signed Quality Control Checklist will be provided before each submittal. Any comments not incorporated into the submittals will be tracked and justification provided in the comment matrix. We will provide the City electronic copies of the PS&E after the 100% comments have been incorporated as a final check prior to plotting the plans on mylars. We will also provide all correspondence and work products for City files.

Digital files will be prepared with Autodesk Civil 3D 2023.

The installation of crosswalks and curb ramps at signalized intersections will require minor adjustments to these signals so that pedestrian push buttons are in locations that are in conformance with ADA requirements. Locations include:

1. Intersection of N Filbert Street and Poplar Street: remove existing push buttons from the signals and install 6 new pedestrian push buttons on separate pedestals, closer to the ADA ramps.

2. Intersection of Farmington Road and Madrid Drive, south side: possible relocation of one PPB on existing signal pole or new PPB on a separate pedestal.

We have invited PK Electrical to provide traffic engineering services for this project. The electrical design will include th e demolition drawings for the associated electrical at the two above listed intersections, electrical power, and conduit as needed for the new and relocated push buttons. Design Phase Services include consultation, calculations, permit & construction documents, and specifications suitable for permitting, bidding and constriction. We will attend virtual design meetings as required to c oordinate with other trades.

Deliverables: PS&Es in hard copy bond formats, plans in full size 24x36 and half size. Mylar copies to be made upon approval of the 100% PS&Es. Electronic copies of plans in DWG (Autodesk Civil 3D 2023) and PDF formats. Specifications in Microsoft Word DOC format. Estimates in Microsoft Excel PDF format.

4.4.1 65% PS&E
The 65% submittal will show the locations of utilities, geometric features, and other design elements, so that the Utility “B” letters and plans can be sent to the utility agencies. REY will coordinate with PG&E for any connection requirements.

4.4.2 95% PS&E

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e

P A G E 13
The 95% submittal and plan check review have been removed from the project. The design will proceed from the 65% PS&E submittal straight to the 100% PS&E submittal.

4.4.3 100% PS&E
The 100% submittal will include complete plans, estimates, specifications, and project files in a bid -ready form. The review comments from the 65% submittal will be itemized and a written response to the comments shall be prepared in a comment matrix.

The original red-line mark-up from the City will be returned with the succeeding submittal . The Resident Engineer (RE) binder will also be a part of this submittal, and will include quantity calculations, notes about important/unique specifications, AutoCA D files, and any other pertinent information we feel would add the RE in managing the constr uction of the project. Additional coordination with PG&E will occur for any additional connection requirements.

4.4.4 Quality Control
Quality assurance and quality control is a critical process to ensure work is being performed efficiently and accurately.

Quality control (QC) is not just a review of the final work product prior to its delivery to the City, but rather, true quality contr ol is our commitment to a process of an ongoing “critical eye” review and oversight throughout the project. Quality Assurance (QA) will be provided by Jim Fisher, PE, QSD/P, who will audit the project intermittently to ensure that QC procedures are being fo llowed, including the conformance to City and Caltrans Standards. The goal of the QC plan will be to prevent errors, quickly detect a nd correct any errors that do occur, and eliminate their cause in the future.

Deliverables: A signed Quality Control Checklist at each of the PS&E submittals in PDF format.

4.5 Public Outreach
The City will prepare all public notices along with right-of-entry letters to access private properties during field reconnaissance.

R.E.Y.’s assistance is not anticipated in this task.

Additional community outreach and community meetings are not included.

4.6 Coordination/Meetings
R.E.Y. will attend the following meetings:
• Design kick-off meeting
• 18 conference calls during the design period
• Up to 3 coordination meetings with utility providers
• Project administration, monthly schedule, and
cost updates
• The Pre-bid meeting
• The opening of bids
• The Pre-construction meeting
• Up to 2 field visits during construction
• The post-construction meeting
All meetings except for field visits will be via phone or video conferencing. For each design phase meeting, we will prepare an agenda, minutes, and we will maintain an action log.

R.E.Y. will also prepare and maintain a comprehensive project schedule to reflect the time frames of each tasks in the proposed scope of work. We will use Microsoft Project to develop the project schedule. The schedule will be updated monthly, after each plan check review, or as requested.

Deliverables: Meeting agendas, meeting minutes, and action logs in PDF format. Project schedules in Microsoft Project PDF format.

4.7 Design Support During Construction
Once the Final Bid Documents are approved, R.E.Y. will assist the City throughout the bidding process including compliance wi th Chapter 15 of the LAPM up to the budgeted amount in our contract. During the bidding phase, an engineer from R.E.Y. will atte nd the pre-bid meeting and bid opening. Our team will assist with responding to questions and providing clarifications during the bidding process including preparing bid addenda.

Once the bidding is complete and a contractor has been selected, construction documents will be prepared. All bid addenda wil l be merged into one complete set of conformed construction documents.

Once construction is underway, R.E.Y. and our subconsultants will provide construction engineering support as requested by the City and/or construction management team up to the budgeted amount in our contract including:
• Responding to Requests for Information
• Review construction submittal packages

EXHIBIT A

ATTACHMENT B
Project No. WT19013/Federal Project No. ATPSB1L-5008(187) | Proposal for the S a f e R o u t e s t o S c h o o l S i d e w a l k G a p C l o s u r e P A G E 14
• Prepare construction plan addenda
• Contract change order assistance
• Coordination with the City project manager, City inspector, and/or contractor Deliverables: RFIs, stamped submittals, and punchlists in PDF format. Construction plan addenda in PDF and DWG formats.

4.8 As-built Drawings
The City will prepare as-built drawings. R.E.Y.’s assistance is not anticipated in this task.

4.9 Preservation and Perpetuating Survey Monuments
R.E.Y. survey staff will compile an exhibit of all monuments identified on record maps or by filed corner record in the areas of construction (new ramps plus new sidewalk/pavement areas) for each of the five sites. R .E.Y. will then search for and locate each of these monuments, noting which ones might have been destroyed. Existing monuments will then be tied out to durable reference points. Survey and documentation for corner records or records of survey are not included.

4.10 Rights of Entry
The City will prepare all public notices along with right-of-entry letters to access private properties where construction work will be required on their property. R.E.Y.’s assistance is not anticipated in this task.

EXHIBIT A

ATTACHMENT B
Safe Routes to School Sidewalk Gap Closure
City of Stockton
Fee Estimate Rev. 1
April 9, 2024

TASK DESCRIPTION
Assistant Engineer - I
Assistant Engineer -
III
Associate Engineer -
III
Senior Engineer - I
Senior Engineer - II
Senior Engineer - V
Principal Manager - I
Principal Manager - II
Senior Project
Coordinator
2-Person
Survey Crew
1-Person
Survey Crew
Survey Technician - 2
Senior Technician - 3
Billing Rate $131.00 $159.00 $191.00 $222.00 $243.00 $307.00 $307.00 $334.00 $231.00 $366.00 $228.00 $126.00 $201.00

4.1 8 4 18 6 2 4 16 16 74 20,780 $ 200 $ 20,980 $

4.11 Field Reconnaissance 10 16 26 8,926 $ 200 $ 9,126$

4.12 Record Document Review 8 4 8 6 2 4 16 48 11,854 $ - $ 11,854$

4.13 Geotechnical Investigation (Not in Contract)

4.3 8 10 6 4 2 2 8 40 8,454 $ - $ 8,454 $

4.31 Utility A B C Letters 8 10 6 4 2 2 8 40 8,454$ - $ 8,454$

4.32 Subsurface Exploration and Survey (GPR) (Not in Contract) -$ -$

4.4 200 208 185 176 115 110 20 33 36 1,083 220,872 $ 10,900 $ 231,772 $

4.4.1 65% PS&E 116 112 98 100 65 62 8 5 22 588 117,959$ 1,800 $ 119,759$

4.4.2 100% PS&E 84 96 87 76 50 42 6 4 14 459 91,213$ 9,100 $ 100,313$

4.4.3 Quality Control 6 6 24 36 11,700$ - $ 11,700$

4.5 4.6 24 80 4 4 20 132 37,576 $ 500 $ 38,076 $

4.7 30 56 26 40 5 157 37,335 $ 2,300 $ 39,635 $

4.71 Bid Support 6 12 6 4 2 30 6,918$ 700 $ 7,618$

4.72 Construction Support 24 44 20 36 3 127 30,417$ 1,600 $ 32,017$

4.8 - $ - $

4.9 6 100 100 206 51,042 $ - $ 51,042 $

4.10 208 248 185 240 175 252 43 41 68 116 100 16 1,692 376,059 $ 13,900 $ 389,959 $ TOTAL HOURS 208 248 185 240 175 252 43 41 68 116 100 16 1,692 TOTAL DOLLARS $27,248 $39,432 $35,335 $53,280 $42,525 $77,364 $13,201 $13,694 $15,708 $42,456 $12,600 $3,216 376,059 $ 13,900 $ 389,959 $

TOTAL DOLLARS
TOTAL

LABOR COST

TOTAL ODC'S
R.E.Y. Engineers, Inc.

SUBTOTAL
Plans, Specifications, and Estimate (PS&E)
Public Outreach (Not in Contract)
Coordination/Meetings
Design Support During Construction
As-Built Drawings
Rights of Entry (Not in Contract)
Preserving and Perpetuating Survey Monuments
TOTALS

TOTAL HOURS
Background Research
Utility Coordination

EXHIBIT B

ATTACHMENT B
ID
Task
Mode
Task Name Duration Start Finish PredecessorsResource Names 1 City Council Approval 1 day Tue 5/21/24 Tue 5/21/24 City 2 Notice to Proceed 1 day Wed 5/22/24 Wed 5/22/24 1 City 3 Kickoff Meeting 1 day Wed 5/29/24 Wed 5/29/24 2 City,R.E.Y. 4 4.1: Background Research 20 days Thu 5/30/24 Wed 6/26/24 5 Initial Field Reconnaissance 1 day Thu 5/30/24 Thu 5/30/24 3 R.E.Y. 6 Document review 10 days Thu 5/30/24 Wed 6/12/24 3 PK Electrical,R.E.Y. 7 Updated base maps 5 days Thu 6/20/24 Wed 6/26/24 10 R.E.Y. 8 4.3 Utility Coordination 102 days Thu 5/30/24 Fri 10/18/24 9 Utility A Letters 5 days Thu 5/30/24 Wed 6/5/24 3 R.E.Y. 10 Receive Utility Maps 2 wks Thu 6/6/24 Wed 6/19/24 9 Utilities 11 Utility B Letters 5 days Thu 8/1/24 Wed 8/7/24 17 R.E.Y. 12 Utility C Letters 5 days Mon 10/14/24Fri 10/18/24 22 R.E.Y. 13 4.4 PS&Es 127 days Thu 5/30/24 Fri 11/22/24
14 4.4.1 65% PS&Es 60 days Thu 5/30/24 Wed 8/21/24
15 65% PS&E Development 40 days Thu 5/30/24 Wed 7/24/24 3 PK Electrical,R.E.Y. 16 QC Documents 3 days Thu 7/25/24 Mon 7/29/24 15,6,7 PK Electrical,R.E.Y. 17 65% PS&E Submittal 2 days Tue 7/30/24 Wed 7/31/24 16 PK Electrical,R.E.Y. 18 City Review 15 days Thu 8/1/24 Wed 8/21/24 17 City
19 4.4.3 100% PS&Es 67 days Thu 8/22/24 Fri 11/22/24
20 100% PS&E Development 32 days Thu 8/22/24 Fri 10/4/24 18 PK Electrical,R.E.Y. 21 QC Documents 3 days Mon 10/7/24 Wed 10/9/24 20 PK Electrical,R.E.Y. 22 100% PS&E Submittal 2 days Thu 10/10/24 Fri 10/11/24 21 PK Electrical,R.E.Y. 23 City final review 15 days Mon 10/14/24Fri 11/1/24 22 City 24 Final PS&Es/Bid Set 15 days Mon 11/4/24 Fri 11/22/24 23 PK Electrical,R.E.Y. 25 4.7 Design Support for Construction 197 days Thu 11/28/24 Fri 8/29/25 26 Bid phase 22 days Thu 11/28/24 Fri 12/27/24 24 PK Electrical,R.E.Y. 27 Construction Phase 110 days Mon 3/31/25 Fri 8/29/25 26 PK Electrical,R.E.Y. 28 4.9 Preservation of Survey
Monuments
35 days Thu 6/13/24 Wed 7/31/24
29 Exhibit of Monuments 5 days Thu 6/13/24 Wed 6/19/24 6 R.E.Y. 30 Supplemental survey for monuments30 days Thu 6/20/24 Wed 7/31/24 29 R.E.Y. 7/31
10/11
11/22
1926 2 9 162330 7 142128 4 111825 1 8 152229 6 132027 3 101724 1 8 152229 5 121926 2 9 1623 2 9 162330 6 132027 4 111825 1 8 152229 6 132027 3 10172431 7 May '24 Jun '24 Jul '24 Aug '24 Sep '24 Oct '24 Nov '24 Dec '24 Jan '25 Feb '25 Mar '25 Apr '25 May '25 Jun '25 Jul '25 Aug '25 Sep '25 Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Critical
Critical Split
Progress
Manual Progress

SRTS Stockton
Sidewalk Gap Closure
R.E.Y. Engineers 4/11/2024

EXHIBIT C

ATTACHMENT B
REV 2022‐05‐17
Insurance Requirements for Professional Services
Safe Routes to School Sidewalk Gap Closure, Project No. WT19013/ ATPSB1L-5008(187)
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:

EXHIBIT D

ATTACHMENT B
REV 2022‐05‐17

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 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

EXHIBIT D

ATTACHMENT B
REV 2022‐05‐17

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. 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
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.

EXHIBIT D

ATTACHMENT B
REV 2022‐05‐17

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
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.

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.

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 special 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, 3
rd Floor – HR
Stockton, CA 95202

EXHIBIT D

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

May 2023
State Funded Consultant Contract Provisions

SAFE ROUTES TO SCHOOL SIDEWALK GAP CLOSURE
City Project No. WT19013/ATPSB1L-5008(187)

TABLE OF CONTENTS
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ARTICLE I INTRODUCTION .................................................................................................................... 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ....................................................................... 4 ARTICLE III STATEMENT OF WORK ...................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD ................................................................................................... 5 ARTICLE V ALLOWABLE COSTS AND PAYMENTS ............................................................................. 5 ARTICLE VI TERMINATION ................................................................................................................... ..6 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ..................................... ..7 ARTICLE VIII RETENTION OF RECORD/AUDITS ................................................................................ ..7 ARTICLE IX AUDIT REVIEW PROCEDURES ....................................................................................... ..8 ARTICLE X SUBCONTRACTING .......................................................................................................... ..9 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES .............................. 10 ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................... 11 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................... 14 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ......................... 15

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ..................................................................................................................................... 15 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE .................... 15 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................... 17 ARTICLE XVIII NONE ............................................................................................................................ 17 ARTICLE XIX INSURANCE .................................................................................................................... 17 ARTICLE XX FUNDING REQUIREMENTS ............................................................................................ 17 ARTICLE XXI CHANGE IN TERMS ........................................................................................................ 17

EXHIBIT E

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

May 2023

ARTICLE XXII CONTINGENT FEE ......................................................................................................... 18 ARTICLE XXIII DISPUTES ..................................................................................................................... 18 ARTICLE XXIV INSPECTION OF WORK ............................................................................................... 18 ARTICLE XXV SAFETY ......................................................................................................................... 18 ARTICLE XXVI OWNERSHIP OF DATA ................................................................................................ 19 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR .............. 19 ARTICLE XXVIII CONFIDENTIALITY OF DATA .................................................................................... 20 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION....................................... 20 ARTICLE XXX EVALUATION OF CONSULTANT ................................................................................. 20 ARTICLE XXXI PROMPT PAYMENT ..................................................................................................... 20 ARTICLE XXXII TITLE VI ASSURANCES ............................................................................................. 21 ARTICLE XXXIII NOTIFICATION ........................................................................................................... 21 ARTICLE XXXIV CONTRACT ................................................................................................................ 21 ARTICLE XXXV SIGNATURES .............................................................................................................. 21

EXHIBIT E

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

May 2023

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

The name of the “CONSULTANT” is as follows:

R.E.Y ENGINEERS, INC.

Incorporated in the State of California

The Project Manager for the “CONSULTANT” will be
Samatha Tuttle

The name of the “LOCAL AGENCY” is as follows:

City of Stockton

The Contract Administrator for LOCAL AGENCY will be Amjad Masadeh.

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 March 27, 2024. The approved CONSULTANT’s Cost Proposal is attached hereto Exhibit B and Scope Exhibit A 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

EXHIBIT E

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

May 2023

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

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

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

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

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

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

ARTICLE III 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
See Exhibit “A”, Scope of Services of the Professional Services Contract.

B. Right of Way
See Exhibit “A”, Scope of Services of the Professional Services Contract.

C. Surveys
See Exhibit “A”, Scope of Services of the Professional Services Contract.

D. Subsurface Investigations
See Exhibit “A”, Scope of Services of the Professional Services Contract.

E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or

EXHIBIT E

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

May 2023

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. See “Rights and Duties of City” of the Professional Services Contract.

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 for additional copies.

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on (COUNCIL 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 September 30, 2028, unless extended by AGREEMENT amendment.

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

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
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.

EXHIBIT E

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

May 2023
B. The indirect cost rate established for this AGREEMENT is extended through the duration of t his 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 $389,959.00. The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a signif
icant change in the scope of work and such adjustment is made by AGREEMENT amend
ment.

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 exce
eding 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 su
bmit 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 t
his AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Co
ntract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than t
hirty (30) calendar days after the performance of work for which CONSULTANT is billi
ng. 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 referen
ce 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 f
inal invoice should be submitted within sixty (60) calendar days after completion of CONSULT
ANT’s work. Invoices shall be mailed to LOCAL AGENCY’s
Contract Administrator at the followin
g address:

CITY OF STOCKTON PUBLIC WORKS DEPARTMENT
22 E. WEBER AVENUE, ROOM 301
STOCKTON, CA 95202
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $(389,959.00.

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.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, (See Section 11 of the Professional Services Contract).

EXHIBIT E

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

May 2023

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

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

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

ARTICLE 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.

EXHIBIT E

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

May 2023

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 n
ot disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Finan
cial Officer.

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

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

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 instance
s 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 inclu
ding 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 discre
tion. 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 an
d 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 a
nd approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommend
ations included in the management letter or audit
recommend
ations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendation
s included in the management letter or audit
recommend
ations included in the audit report will be considered a breach of the AGREEMENT terms and cause for ter
mination 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 r
eview. 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 a
pproval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisitio
n Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Aud
iting 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.

EXHIBIT E

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

May 2023
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 ninet
y percent (90%) of the proposed rate.
b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the ac
cepted 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-f
ive percent (75%) of the proposed rate.

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

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

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurr
ed: (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; a
nd, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST

SUBMIT IT
S 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.

A

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

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization
and no portion of the work shall be subcontracted without written authorization by the

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

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

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

EXHIBIT E

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

May 2023
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 inter
est therein. In the event that there is a good faith dispute over all or any portio
n of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall
subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailin g party shall be entitled to
his or her att
orney’s fees and costs. The sanctions authorized under this requirement shall be separate fro
m, and in addition to, all other remedies, either civil, administrative, or criminal. This clause app
lies 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 reta
inage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate o
ne of the methods below in the contract to ensure prompt and full payment of any retainage ke
pt by CONSULTANT or subconsultant to a subconsultant.

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 subconsulta
nt shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily co
mpleted and accepted including incremental
acceptance
s 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. A
ny violation of these provisions shall subject the violating CONSULTANT or subconsulta
nt 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. T
his clause applies to both DBE and non-
DBE subconsultants.

Any violatio
n 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 CONSUL
TANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSUL
TANT, 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 in
to any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,0
00) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluatio
n of the necessity or desirability of incurring such costs.

EXHIBIT E

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

May 2023

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 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

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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.

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.

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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 da
y, 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 t
he 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 co
nsideration 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 fai
lure 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 C
ONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is respon
sible for paying the appropriate rate, including
any esca
lations 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 w
age rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was p
aid less than the prevailing wage rate shall be paid to each worker by th
e CONSULTANT or Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing p
er diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties describ
ed above unless the CONSULTANT had knowledge of that failure of the Subconsulta
nt to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the follo
wing 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 wa
ges by the Subconsultant to the employees by periodic review of the certified pa
yroll 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 a
ction to halt or rectify the failure, including but not limited to, retaining sufficien
t 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 proje
ct, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subcon
sultant that the Subconsultant had paid the specified general prevailing ra
te 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

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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 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

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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

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

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

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

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

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

ARTICLE 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

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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.

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.

C. 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.

D. 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.

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

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

G. 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.

H. 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.

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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 XIX INSURANCE
See Section 3 of the Professional Services Contract.

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.

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

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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.

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 Department Head or Designee, 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.

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.

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

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

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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, 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.

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:

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(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
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

Refer to the Professional Services Contract.

ARTICLE XXXIII NOTIFICATION

Refer to the Professional Services Contract.

ARTICLE XXXIV CONTRACT

Refer to the Professional Services Contract.

ARTICLE XXXV SIGNATURES

Refer to the Professional Services Contract.

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Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
Duri
ng 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:
• Titl
e 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.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
• Airport and Airway 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);
• 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);
• 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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• The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

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