PROFESSIONAL SERVICES CONTRACT
(for federal aid projects)
THIS CONTRACT is entered into this day of 2025, bet ween the CITY OF STOCKTON, a municipal corporation (“City”), and W-TRANS whose address is 414 13th STREET, 5TH FLOOR, OAKLAND, CA 94612 (“Consultant”) for the SYSTEMIC PEDESTRIAN SAFETY ENHANCEMENTS, PROJECT NO. WT23041/FEDERAL PROJECT NO. HSIPL-5008(209) hereinafter referred to as “Project”.
RECITALS
A. Consultant represents
that it is licensed in the State of California and is
qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.
B. City finds it neces
sary and advisable to use the services of the Consultant for the purposes provided in this Contract.
NOW THEREFORE, in cons
ideration of the mutual promises, covenants and
conditions in this Contract, City and Consultant agree as follows:
1. SCOPE OF SERVICES . Subject to the terms and conditions set forth in this Contract, Consultant shall undertake and complete the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A and compatible with the standards of the profession. Consultant agrees that it shall produce a fully complete project that is acceptable to the City.
2. COMPENSATION. City shall pay Consultant for services outlined in Exhibit A according to the fee not to exceed the schedule detailed in Exhibit B, which is attached to this Contract and incorporated by this reference. Consultant agrees this fee is for full remuneration for performing all services and furnishing all staffing and materials called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbursement for costs shall not exceed $ 308,586.24 or as otherwise mutually agreed to in a Contract Amendment.
3. INSURANCE. During the term of this Contract, Consultant shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit C and shall otherwise comply with the other provisions of Exhibit C.
4. INDEMNITY AND HOLD HARMLESS. Pursuant to the full language of California Civil Code §2782, design Professional agrees to indemnify, including the cost to defend, City of Stockton and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and EXHIBIT 1
its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City of Stockton; and does not apply to any passive negligence of the City of Stockton unless caused at least in part by the Design Professional. The City of Stockton agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional’s proportionate percentage of fault.
This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.
5. SCHEDUL
E AND TERM. Consul tant shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit D, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on December 31, 2028, unless extended by mutual agreement through the issuance of a Contract Amendment. a. Invoi
ces
submitted by Consultant to City must contain a brief description of work performed, time used and City project number. Payment shall be made within thirty (30) days of approval of invoice by City. b. Upon co
mpletion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.
6. CONFO
RMANCE TO APPLICABLE LAWS. Consult ant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
a. TITLE
VI
Tit
le VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any progr am or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm.
The Ci
ty of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
EXHIBIT 1
b. DISCRIMINATION AND HARASSMENT POLICY
The Ci
ty of Stockton has a Discrimination and Harassment Policy (Exhibit E). The purpose of this policy is to reaffirm the City’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABOR
STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bi
dder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=L AB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILING WAGE RATES
Consul
tant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.
i. The Cons
ultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
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 good readable condition for the duration of the work.
ii. Should
the C
onsultant choose to work on a Saturday, Sunday or on a
holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and EXHIBIT 1
or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by Consultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. PAY
ROLL RECORDS The Consultant to whom the contract is awarded shall ensure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records.
A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. AP
PRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job. e. APPENDI
X E OF THE TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the Appendix E of the Title VI Assurances attached as Exhibit F. f. SANCTIONS
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
7. RIGHT
S 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 EXHIBIT 1
complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.
8. OBLIGA
TIONS OF CONSUL TANT. Throughout the term of this Contract, Consultant represents and warrants that it has or will have at the time this Con tract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the Consultant to practice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals. Consultant shall meet with the Public Works Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
9. OWNE
RSHIP OF WORK. All repor ts, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Contract and shall not be disclosed to anyone not connected with these services unless the City expressly provides prior written consent.
10. CONTRACT
AMENDMENTS. City reserv es the right to make such
alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant.
Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.
11. TERM
INATION. The Cit y may terminate this Contract upon thirty (30) calendar days written notice to Consultant with the reason for termination stated in the notice. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.
12. CONSUL
TANT STATUS. In perfor ming the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consul tant EXHIBIT 1
shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant.
The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them. a. If i
n the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
i. It i
s further understood and agreed that Consultant must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. As an i
ndependent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.
13. ASSI
GNMENT. Consul tant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.
14. HEADING
S NOT CONTROLLING. Headin gs used in the Contract are for reference purposes only and shall not be considered in construing this Contract.
15. NOTI
CES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:
To Cons
ulta
nt: To City:
W-Trans Public Works Director
414 13th Street City of Stockton
5TH Floor 22 E. Weber Ave., Rm. 301
Oakland, CA 94612 Stockton, CA 95202
16. LICE
NSES, CER TIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to the Consultant’s engaging in any operation or activity set forth in this Contract, Consultant shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. Consultant EXHIBIT 1
covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.
17. RECORDS
AND AUDITS. City r eserves the right to periodically audit all charges made by Consultant to City for services under this Contract. Upon request, Consultant agrees to furnish City, or a designated representative, with necessary information and assistance.
Consul
tant
agrees that City or its delegate shall have the right to review, obtain, and copy all records pertaining to performance of the Contract. Consultant agrees to provide City or its delegate with any relevant information requested, and shall permit City or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Contract. Consultant agrees to maintain such records for a period of three years from the date that final payment is made.
18. CONFI
DENTIALITY. Consulta nt shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
19. CONFL
ICTS OF INTERES T. Consultant covenants that other than this Contract, Consultant has no financial interest with any official, employee, or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Contract. If such an interest arises, Consultant will immediately notify City.
20. WAIV
ER. In the eve nt either City or Consultant at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.
21. GOV
ERNING LAW. Califor nia law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.
22. NO PE
RSONAL LIABILITY. No offic ial or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant.
23. INTE
GRATION AND MODIFICATION. The res ponse by Consultant to the Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant EXHIBIT 1
and City, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.
24. FEDERAL PROVISIONS. Consultant shall comply with the Federal Aid Consultant Contract Provisions which are attached hereto as Exhibit "G" and incorporated herein by this reference.
25. SEVERABILITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation 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.
26. THIRD PARTY RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than City and Consultant.
27. AUTHORITY. The undersigned hereby represent and warrant that they are authorized by the parties to execute this Contract.
IN WITNESS WHEREOF: the parties have executed this Contract the day and year first hereinabove written.
CITY OF STOCKTON
By: ____________ _
STEVE COLANGELO
INTERIM CITY MANAGER
ATTEST:
By: _____________ _
KATHERINE ROLAND, CMC, CPMC
CITY CLERK
APPROVED AS TO FORM:
By: _____________
_
ASSISTANT CITY ATTORNEY
W-TRANS
Dalene J. Whitlock
Print Name
Title: Vice-President, Senior Principal
PROFESSIONAL SERVICES CONTRACT - W-TRANS - SYSTEMIC PEDESTRIAN SAFETY ENHANCEMENTS PROJECT NO. WT23041 / FEDERAL PROJECT NO. HSIPL-5008(209) (Updated 10/18/23)
EXHIBT 1
Detailed Work Plan
Scope of Services
The following scope of services is based on the information provided in the RFP.
Task 1 Background Research
Task 1.1 Field Review
The W-Trans Team will conduct field reconnaissance of the project area, review and verify the location and type of existing improvements, equipment, bus zone locations, intersection geometrics, posted speed limits, and bus route movements.
Task 1.2 Survey, Base Plans, Assessment
Siegfried will conduct a topographic survey of the project area for the three intersections.
Siegfried will review any existing topographic mapping, and roadway as built plans received from the City.
Topographic surveys and digital CAD mapping services will be prepared by Siegfried. Their general scope of work includes the following.
• Completion of right-of-way/parcel research, computations, drafting, and land surveying. Siegfried will research available maps and deeds to plot the street right of way in the area of the improvements. Said right of way will be provided in CAD and tied via surveyed monuments to the topographic survey. The field survey and drawings will allow Siegfried to sign the right of way certification. The scope does not include title reports, records or survey, corner records, or mapping.
• Field crews will locate relevant, existing street monuments and property corners (if any) near the project street intersections and subject parcels to help in the determination of the property/right-of-way lines for the various street rights-of-way as available and as recorded. The field crew will set survey control points that can be used in future phases of the project. Unless otherwise directed, this survey project will be delivered in CA State Plane Coordinates NAD 83 with a basis of elevations based on long-occupation post-processed static GPS data adjusted to NAVD 1988.
• Siegfried will perform a design -grade topographic survey of the various items, features, and improvements at the project intersections.
• Survey Monuments as identified in the Public Record, as found or available, will be identified to help establish the limits of the right-of-way.
• Siegfried will include in the topographic survey all visible above-ground utilities along the route such as drainage structures, inlets, manholes, vaults, risers, meters, boxes, utility poles/guy anchors, and transformers. Additional features within ten (10) feet behind the sidewalk will be captured. Topographic spot elevations on various structures and features may include parking markings, sidewalks, utilities, trees, benches, walls, AC pathways, bollards, etc. Rim and invert elevations will be captured for all underground and above ground utilities.
• Siegfried will include general grades and spot elevations in/on/along the adjacent parcels/ driveways to demonst
rate the direction of surface drainage flows being toward or away from the street.
EXHIBIT 1
• Siegfried will establish a survey control network for all topography work. • Siegfried will compute and prepare scale digital maps in AutoCAD (.dwg) drawing file format depicting the topographic features/existing conditions and right -of-way data obtained for this project. The Digital Mapping files will include right-of-way lines (as determined), survey point data, linework, symbols, structures, labels, spot elevations and contour lines.
Existing
monumentation will be documented and displayed on the survey for contractor incorporation into their bid for monument preservation if disturbed. See Task 8 for Monument Preservation Scope.
Siegfrie
d will core each of the intersections to a depth of 12” and run R-Value tests to determine the existing TI.
In addition the pavement quality will be assessed and rehabilitation recommendations provided in memo form.
Task 1.3 Traffic Technical Memo
Task 1.3.1 Data Collection
Turning movement counts will be collected for the a.m., noon, and p.m. peaks at the three intersections, including Acacia/Wilson Way and Poplar/Wilson Way. Existing conditions will be documented based on the counts obtained and observations during the site visit. These results will be presented in text, including a Level of Service table. Project conditions will be assessed with the addition of the left turn lanes and protected left turn phasing to determine resulting operation for existing traffic.
Collision records for the study intersections will be reviewed for any trends or patterns, and the collision rates calculated in the before and after project condition.
Sight distance and approach speeds will be reviewed in the field for potential issues and documented.
W-Trans will also conduct a parking study along Wilson Way within the vicinity of the Wilson Way, Waterloo Road, and Poplar Street intersection where red curb paint and /or no parking signs will be installed based on sight distance and will provide recommendations for on-street parking restrictions. Parking occupancy counts will be counted for a 3 hour period during the AM peak and a 3 hour period during the PM peak hour along Wilson Way, between Acacia and Flora Street. The results of the parking study will be documented in a section in the technical memo.
Siegfried will conduct a pavement condition assessment within the vicinity of the project and propose surface preparations and treatment.
This information will be provided in a draft memo that provides details of the analysis and findings, together with tables and copies of calculations, and submitted for the City to review. City comments will be addressed, and a finalized memo will be prepared.
Task 2 Environmental Services (NEPA and CEQA Analysis)
ESA’s proposed scope of work is based on our project understanding of the project as described in the Scope of Work request. Our assumptions for preparation of the environmental documents are based on our assessment of regulatory requirements in accordance with CEQA and NEPA. The lead agency under CEQA is the City of Stockton and the lead agency under NEPA is Caltrans District 10, the Federal Highways Administration’s (FHWA) delegated NEPA lead for the State of California, through the Local Assistance Program.
EXHIBIT 1
The scope of work and cost estimate presented in this proposal includes completion of environmental technical reviews in support of a Categorical Exemption (CE) under CEQA, and a Categorical Exclusion (CE) under NEPA through Caltrans Local Assistance. The CE/CE and supporting technical reviews will, in general, be prepared in accordance with the latest templates and guidance in Caltrans’ Standard Environmental Reference (SER) as of the date of this submittal.
The following scope encompasses all tasks anticipated to be necessary to meet CEQA and NEPA requirements for the proposed project.
Task 2.1 Preliminary Environmental Study
Our team will prepare a Draft Preliminary Environmental Study (PES) form in accordance with the requirements of the Local Assistance Procedures Manual (LAPM), Chapter 6. Once the PDT and City have approved the Draft PES, the Draft PES will be submitted to the Caltrans District 10 Local Assistance team. If a Field Review is required, ESA’s project manager would attend the Field Review Meeting with Caltrans to support environmental elements of that meeting. Following the Field Review Meeting, our team will pr epare any needed revisions to the Draft PES and submit it to Caltrans for final approval.
Deliverables: Preliminary Environmental Study (PES) form; attendance at Field Review Meeting, if needed.
Task 2.2 NEPA C
ategorical Exclusion
ESA will coordinate with Caltrans D10 Environmental Staff to facilitate their issuance of the NEPA Categorical Exclusion for the project as well as a supporting environmental commitments record (ECR) or mitigation memorandum, if necessary.
Deliverables: NEPA Categorical Exclusion.
Task 2.3 CEQA Categorical Exemption
ESA will review the project for application of a CEQA Categorical Exemption (CE), and prepare a CE Support Memo for the project file that describes why a CE is the appropriate level of documentation for the project and documents the investigations completed during the review. ESA will rely on the information prepared to support the PES Form, specifically as it pertains to hazardous materials, cultural resources, and biological resources, to inform the CE Support Memo.
Upon completion of the CE Support Memo, ESA will prepare a Notice of Exemption (NOE) in the City’s preferred format and provide it to the City for their signature and posting at the County Clerk -Recorder’s office and State Clearinghouse.
Deliverables: CEQA Categorical Exemption Support Memo and Notice of Exemption.
Task 2.4 Project Management and Meetings
Project Management – Throughout project delivery, ESA will provide monthly budget summary/progress reports that describe and discuss efforts undertaken to date, potential problems and their resolution, critical path items, schedule status, and expected deliverables during the next reporting period.
Meetings – Regular coordination will occur throughout the project development process. It is assumed that a limited number of meetings will need to be held because many of the day-to-day activities can be conducted electronically or via teleconference; however, a project kickoff meeting and periodic meetings will be held EXHIBIT 1
between the ESA Project Manager and the Project Development Team (PDT) after the Notice to Proceed (NTP) is received. During the PA/ED phase, ESA will meet with the PDT to report status on current project related activities. It is anticipated that up to two meetings may be required and may include the following:
• Kickoff meeting (virtual)
• Project Development Team Meeting, as needed (1 virtual assumed) Deliverables: Environmental Technical Studies, as required by Caltrans.
Key Assumptions
• The duration of ESA’s project management and invoicing period is eight (8) months. • All meetings, with the exception of the Caltrans Field Review Meeting, will be conducted “virtually” via an electronic meeting platform of the client’s choosing.
• The project would qualify as categorically exempt from CEQA. If completion of an Initial Study to support a Negative Declaration or a Mitigated Negative Declaration would be required, then ESA is available to complete these services under an amended agreement.
• Hazardous Materials testing and characterization is not included in this scope of work. • The project area is within FEMA Zone X. Based on this, it is not expected that the project would require preparation of a Location Hydraulic Study and Summary Floodplain Encroachment Report (LHS/SFER) to address the project’s encroachment on a base floodplain or regulatory floodway. • Based on preliminary reviews of the project sites, it is expected that sensitivity for cultural resources would be low, and a desktop review would be sufficient to complete cultural resources investigations for the project. If a site visit by an archaeologist is required or desired by the City, it can be added as an optional task.
• The project would qualify as a Screened Undertaking pursuant to Stipulation VII and Attachment 2 of the Caltrans Section 106 Programmatic Agreement effective January 1, 2014 and the Section 5024 Memorandum of Understanding as amended 2019, and no records search, Native American consultation, or other research or documentation would be required to comply with Section 106 of the National Historic Preservation Act.
• It is assumed that no special status species will be in the project area. • It is assumed that either jurisdictional waters and/or wetlands are not in the project area, or if present, they could be avoided during design and construction and completion of an Aquatic Resources Delineation Report and/or acquisition of regulatory permits would not be required. • The City will be responsible for payment of CEQA filing fees. • To support initiation of the PES Form, W -Trans will provide a project description and preliminary design information sufficient to inform completion of the PES. • ESA services will not be required to support project tasks related to Bid Package, Bidding Services, or Construction Support Services.
Task 3 Utility Coordination
Siegfried will perform utility investigations and coordination with utility owners throughout the project EXHIBIT 1
development process. Siegfried will meet and work with all pertinent utilities to identify utility conflicts, coordinate utility plan reviews, conduct necessary coordination meetings, and locate improvements as required to facilitate utility relocations. All utility coordination will be in accordance with Caltrans “Manual on High and Low Risk Underground Facility within Highway Rights of Way.” Utility letters and project location exhibits will be prepared.
They will be present at all necessary meetings with each utility owner. This includes the following:
• A project limits map will be prepared and utility information requested from each utility owner within the area of work.
Task 3.1 Utility A, B & C Letters
Utility Letters “A” will be prepared during the preliminary design phase for City to review and approve prior to transmitting to the affected utility owners. Information on existing utilities obtained as a result of the “A” letters will be transferred to base maps in both plan and profile view. A copy of the utility data obtained from utility owners will be provided to the City. • Utility Letters “B” will be prepared during the 60% design phase for City to review and approve prior to transmitting to the affected utility owners. Two sets of half-sized 60% plans will be provided to each utility owner as an attachment to the letter. The letter will request that utility owners verify any 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” letters will be used to determine potential utility conflicts and to resolve the conflicts identified.
A copy of the utility data obtained from utility owners will be provided to the City. • Utility Letters “C” will be prepared during the 100% design phase for City to review and approve prior to transmitting to the affected utility owners. Two sets of half -sized 100% plans will be provided to each utility owner as an attachment to the letter. 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 relocations and utility relocation schedule. A copy of the utility data obtained from utility owners will be provided to the City.
• Utility companies will be met with as needed to ensure that conflicts are identified, and relocations performed if necessary.
• Siegfried will research available maps and deeds to plot the street right of way in the area of the improvements. Said right of way will be provided in CAD and tied via surveyed monuments to the topographic survey. The field survey and drawings will allow Siegfried to sign the right of way certification.
The scope does not include title reports, records or survey, corner records, or mapping.
Task 3.2 Utility Locating
A potholing budget for utilities has been included for the following scenario:
• Siegfried will deploy a utility locating company at the two proposed signal pole locations to pothole for utility conflicts. Potholes will be up to 6 feet deep. Potholes in concrete will be patched with concrete.
Task 4 Plans, Specifications, and Estimate
Base plans will be prepared using the survey data supplemented by field notes and measurements. Plans will be prepared for the various aspects of the design at the 30%, 60% and 90% completion levels, as indicated EXHIBIT 1
below. Submissions will be via electronic media only, formatted for printing on paper 11 x 17 inches or a full- sized 22 x 34 inches plan sheet.
Task 4.1 30% Design
Existing and new poles, cabinets, vehicle and pedestrian heads, vehicle and bicycle detection, pre -emption equipment, and streetlights will be included on the plans for the traffic signal modifications. A traffic signal modification layout sheet will be prepared for each intersection. For this submittal, the pole and equipment schedule will be completed. The conductor schedule will be completed at the 60% submittal stage.
Striping and signing plans will be prepared to show the striping and signage modifications. Details, notes, and legends will be provided on the striping and signing plans.
Paving layouts for the medians and ramps will be shown on a paving layout plan at a 1”=20’ scale. Drainage and grading design will be shown in the 60% submittal.
An Engineer’s Preliminary construction cost estimate will be prepared for the quantities shown on the plans.
Deliverable: Electronic .pdf of the plans and construction cost estimate.
Task 4.2 60% Design
Siegfried will prepare a set of civil engineering construction drawings based on their topographic survey and civil improvement work. The drawings will incorporate the contact information and general notes required to perform the work for the improvements, a site Grading and Drainage Plan reflecting the plan view location of curb lines and accessible ramps, and an Erosion and Sediment Control Plan containing temporary measures to protect stormwater during construction. The Civil Plans will contain stationing and control based on the topography and an assumed baseline. W-Trans will prepare the traffic signal modification sheets, conductor and pole and equipment schedule and details for the improvements shown.
Technical specifications will be prepared based on the Caltrans Special Provisions and customized to meet the City’s requirements using boilerplate text provided by the City, including a cover sheet with the project engineer’s approving stamp and signature. Contract bid documents are specifically excluded from this task.
A cost estimate will be provided based on the quantities identified in each plan set.
A matrix of comments will be developed, including the comment, commenter, responder, and response.
Deliverables: The plans, technical specifications, and cost estimate will be submitted electronically. Plan sheets to be submitted include a Title Sheet, traffic signal plan sheets, traffic signal equipment schedules sheets, striping sheets, civil design sheets, grading and drainage, and erosion and sediment control.
Task 4.3 90% Design
Based on the comments received from the City on the 60% submittal, W-Trans Team will review and incorporate the comments into the 90% PS&E submittal. A response to comments matrix will be developed, including the comment, commenter, responder, and response.
Deliverables: The plans, technical specifications, and cost estimate will be submitted electronically, response to comments matrix.
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Task 4.4 100% Design
Final (100% submittal) PS&E will be prepared, including all information previously identified and modified to incorporate changes based on comments from City staff on the 90% plans. At this stage, it is assumed the comments will be minor editorial comments in nature. The plans will be submitted electronically in native format as well as pdf and on full-size (24” x 36”) plots; the plots will be on mylar and will be signed. A cover sheet will be provided for the specifications with the engineer’s stamp and signature, and the cost estimate will be provided electronically.
Task 4.5 Quality Control
The Principal in Charge will provide the City with a signed Quality Control checklist at the time of each deliverable submittal, which will ensure conformance to Caltrans Standard Plans and City Standards.
Task 5 Coordination/Meetings
Task 5.1 Kickoff Meeting
The W-Trans Team will hold a virtual kickoff meeting with the City to go over the scope, schedule, and budget. Project team members will be introduced as well as protocols for communication during the project.
Task 5.2 Coordination/Meetings
Meetings will be held with City Staff at the following milestones: project initiation/kick-off, pre-construction, during construction and post construction. Meetings will be held via Microsoft Teams with a schedule being sent out to all participants at least two (2) days prior. Microsoft Project will be used to track each the project schedule which will include tasks, duration, milestones, assignments, critical paths, successors, predecessors, and other relevant data. The project schedule will be maintained and updated monthly throughout the PS&E phase of the project.
Task
6 Design Support During Construction
Task 6.1 Services Prior to Construction
The Project Engineer will be available to respond to questions and requests for information during the bidding phase of the project.
The Project Engineer will respond to issues that arise during the bid process and prepare addendums to the bid documents if necessary.
Task 6.2 Services During Construction
The Project Engineer will be available to review submittals to determine if materials meet the specifications and respond to questions from the Contractor and altering project plans to address any design changes needed. Note that no field visits are included in this scope of work. We have allocated 30 hours of the Project Engineer to assist the City during construction. Additional hours needed can be added through an amendment to the contract.
Task 7 As-built Drawings
The Project Engineer will prepare a complete set of as built drawings in AutoCAD upon receipt of red-lines from the contractor. Changes will also be reflected on the mylars by a new printed sheet.
EXHIBIT 1
Task 8 Preserving and Perpetuating Survey Monuments
Siegfried will identify, list and show existing survey monuments on the construction plans. The PS&E package will contain language about preserving all monumentation affected by the work being performed in accordance with Section 8771 of the Professional Land Surveyors Act in the Business and Professionals Code of the State of California.
Task 9 Rights of Entry
Siegfried will assist the City in obtaining rights of entry documentation from property owners where work is required on their property. They will prepare letters to send property owners and any exhibits needed to adequately portray the work to be done. The City will mail the letters with any exhibits and a right of entry form.
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Project Number: STO027 Client: City of Stockton
Contact: Said Houseyni
Email:
11/21/2024 Systemic Pedestrian Safety Improvements
TIME ESTIMATES BY PERSON AND TASK
CN Admin Admin Siegfried ESA
TASK Total DJW AP KC AM VH 3 1 Miles Misc
Dollars 357.50$ 291.78$ 240.27$ 196.05$ 135.71$ 153.92$ 134.08$ 0.74$ LS Task 1 Background Research
1.1 Field Review 3,163.44$ 9 9 240
1.2 Survey, Base Plans, Assessment 55,025.44$ 8 24 50,200$
1.3 Traffic Tech Memo 17,873.78$ 1 16 24 60
1.3.1 Data Collection 9,066.58$ 1 8932.5
Task 2 Environmental Services
2.1 Preliminary Environmental Study 13,750.20$ 13,750.20 $
2.2 NEPA Categorical Exclusion 2,940.00$ 2,940.00$
2.3 CEQA Categorical Exemption 2,151.68$ 2,151.68$
2.4 Project Management and Meetings 7,489.48$ 16 2,821.00$ Task 3 Utility Coordination
3.1 Utility A, B & C letters 6,000.00$ 6,000$
3.2 Utility Locating 10,000.00$ 10,000$ Task 4 PS&E
4.1 30% Design 32,325.56$ 1 16 2 24 40 2 240 200 16,000$
4.2 60% Design 51,610.88$ 1 30 2 60 100 2 240 200 16,000$
4.3 90% Design 35,510.80$ 1 24 2 40 60 2 240 200 11,000$
4.4 100% Design 32,041.12$ 1 16 2 40 60 550 10,000$
4.5 Quality Control 1,922.16$ 8
Task 5 Coordination/Meetings
5.1 Kickoff meeting 795.67$ 1 1 2
5.2 Coordination/Meetings 3,902.64$ 8 8
Task 6 Design Support During Construction
6.1 Services Prior to Construction 2,151.96$ 2 8
6.2 Services During Construction 13,425.56$ 2 40 5,000$ Task 7 As-Built Drawings
7.1 Final as-built drawings 5,031.54$ 1 8 16 1,000$
Task 8 Preserving and Perpetuating Survey Monuments
8.1 Survey Monument Preservation Form 1,000.00$ 1,000$ Task 9 Rights of Entry
9.1 Rights of Entry Letters 800.00$ 800$
Total hrs 5 132 16 270 369 8 1 960 10,082.50$ 127,000.00$ 21,662.88 $ Subtotal 307,978.49$
Year 1 = 75% Work
Year 2 = 25% Work. Amount of Labor difference with 4% escalation in W-Trans labor rates 607.75$ W-Trans 159,923.36$ Total Fee Estimate 308,586.24$ Siegfried 127,000.00$ ESA 21,662.88$
308,586.24$
Expenses
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REV 2024-03-25
Insurance Requirements
(Professional Services)
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. Profes
sional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $5,000,000 per occurrence or claim, $5,000,000 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:
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REV 2024-03-25
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 endorsement that may be necessary to affect this waiver of subrogation, but this EXHIBIT 1
REV 2024-03-25
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 (Professional & Pollution only)
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
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 EXHIBIT 1
REV 2024-03-25
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 St, 3rd Floor – HR
Stockton, CA 95202
EXHIBIT 1
ID
Task
Mode
Task Name Duration Start Finish Predecess
1 Project Management 487 days Thu 5/1/25 Fri 3/12/27
2 Kickoff meeting 1 day Thu 5/1/25 Thu 5/1/25
3 Environmental Clearance Documentation 71 days Fri 5/2/25 Fri 8/8/25 4 Prepare PES forms 20 days Fri 5/2/25 Thu 5/29/25 2
5 CLAP review PES 20 days Fri 5/30/25 Thu 6/26/25 4
6 Field Review Meeting 1 day Fri 6/27/25 Fri 6/27/25 4,5 7 Prepare Tech memos for NEPA/CEQA clearance 15 days Mon 6/30/25 Fri 7/18/25 6 8 Receive NEPA/CEQA clearance from CLAP 15 days Mon 7/21/25 Fri 8/8/25 7 9 Background Research 70 days Fri 5/2/25 Thu 8/7/25
10 Review topo, ROW, assessor maps, as builts 15 days Fri 5/2/25 Thu 5/22/25 2 11 Field Reconnaissance 15 days Fri 5/23/25 Thu 6/12/25 10 12 Traffic Counts 15 days Fri 5/2/25 Thu 5/22/25 2
13 Synchro Analysis 15 days Fri 5/23/25 Thu 6/12/25 12
14 Prepare Draft Tech memo 15 days Fri 6/13/25 Thu 7/3/25 13 15 City review tech memo 15 days Fri 7/4/25 Thu 7/24/25 14 16 Finalize Tech memo 10 days Fri 7/25/25 Thu 8/7/25 15 17 Topographic Surveying 15 days Fri 5/2/25 Thu 5/22/25 2 18 Potholing 10 days Fri 7/11/25 Thu 7/24/25 24
19 Prepare PS&E 221 days Fri 5/2/25 Fri 3/6/26
20 Utility and Basemapping 30 days Fri 5/2/25 Thu 6/12/25 21 Utility "A" letter requests 5 days Fri 5/2/25 Thu 5/8/25 2 22 Prepare basemapping 15 days Fri 5/23/25 Thu 6/12/25 17,21 23 30% Plans and Estimate 37 days Fri 6/13/25 Mon 8/4/25 24 Prepare 30% Plans and Estimate 20 days Fri 6/13/25 Thu 7/10/25 22 25 City review 30% submittal 15 days Fri 7/11/25 Thu 7/31/25 24 26 Response to comments 2 days Fri 8/1/25 Mon 8/4/25 25 27 60% PS&E Submittal 50 days Tue 8/5/25 Mon 10/13/25
28 Utility "B" Letters 5 days Tue 8/5/25 Mon 8/11/25 26 29 Prepare 65% PS&E 30 days Tue 8/12/25 Mon 9/22/25 28,13,17, 30 City review 65% PS&E 15 days Tue 9/23/25 Mon 10/13/25 29 31 90% PS&E Submittal 37 days Tue 10/14/25 Wed 12/3/25
32 Respond to comments from previous round 2 days Tue 10/14/25 Wed 10/15/25 30 33 Prepare 95% PS&E 20 days Thu 10/16/25 Wed 11/12/25 32 34 City review 95% PS&E 15 days Thu 11/13/25 Wed 12/3/25 33 35 100% PS&E Submittal 37 days Thu 12/4/25 Fri 1/23/26 34 36 Respond to comments from previous round 2 days Thu 12/4/25 Fri 12/5/25 34 37 Utility "C" Letters 5 days Mon 12/8/25 Fri 12/12/25 36 38 Prepare 100% PS&E Submittal 20 days Mon 12/8/25 Fri 1/2/26 36 39 Submit E‐76 RFA package to Caltrans Local Assistance 15 days Mon 1/5/26 Fri 1/23/26 38 40 Caltrans Local assistance and City review Final submittal 15 days Mon 1/5/26 Fri 1/23/26 38 41 Bid PS&E Submittal 30 days Mon 1/26/26 Fri 3/6/26
42 W‐Trans prepare Bid PS&E 15 days Mon 1/26/26 Fri 2/13/26 40 43 Receive approval from Caltrans Local Assistance and bid project
15 days Mon 2/16/26 Fri 3/6/26 42
44 Bid Support 65 days Mon 3/9/26 Fri 6/5/26
45 City advertise project 15 days Mon 3/9/26 Fri 3/27/26 43 46 City Council award project 30 days Mon 3/30/26 Fri 5/8/26 45 47 Notice to Proceed for Construction to Contractor 20 days Mon 5/11/26 Fri 6/5/26 46 48 Construction Support 200 days Mon 6/8/26 Fri 3/12/27 49 Construction support 180 days Mon 6/8/26 Fri 2/12/27 47 50 As built plans 10 days Mon 2/15/27 Fri 2/26/27 49
51 After evaluation collision analysis 10 days Mon 2/15/27 Fri 2/26/27 49 52 Project closeout 10 days Mon 3/1/27 Fri 3/12/27 51
5/1
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 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
Progress
Manual Progress
City of Stockton
Systemic Pedestrian Safety Enhancements Project No. WT23041
Project: [Project Title]
Date: Tue 2/4/25
EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:
HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace. This policy defines prohibited behavior and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.
II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.
All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care "Market Place" or "Exchange."
B. It is an unlawful employment practice to discriminate against or to harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.
C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-employees with whom City employees have a business service, or professional relationship.
D. All City employees and non-employees share a responsibility to assist in EXHIBIT 1
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Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
During
the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:
Pertinent Nondiscrimination Authorities:
• Title
VI of the Civ il Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• 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;
EXHIBIT 1
• 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).
EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
Federal-
Aid Consultant Contract Provisions
SYSTEMIC PEDESTRIAN SAFETY ENHANCEMENTS
City Project No. WT23041/Federal-Aid Project No. HSIPL-5008(209)
TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION.................................................................................................................. 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ..................................................................... 4 ARTICLE III STATEMENT OF WORK ................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD ................................................................................................ 6 ARTICLE V ALLOWABLE COSTS AND PAYMENTS ........................................................................... 6 ARTICLE VI TERMINATION ................................................................................................................ 10 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ................................... 11 ARTICLE VIII RETENTION OF RECORD/AUDITS .............................................................................. 11 ARTICLE IX AUDIT REVIEW PROCEDURES ..................................................................................... 12 ARTICLE X SUBCONTRACTING ........................................................................................................ 13 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................. 15 ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................. 16 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 19 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ........................ 19
ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING .................................................................................................................................. 20 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 20 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 21 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION .................. 22 ARTICLE XIX INSURANCE ................................................................................................................. 28 ARTICLE XX FUNDING REQUIREMENTS .......................................................................................... 29 ARTICLE XXI CHANGE IN TERMS ..................................................................................................... 29 EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
A
RTICLE XXII CONTINGENT FEE ...................................................................................................... 29 ARTICLE XXIII DISPUTES .................................................................................................................. 30 ARTICLE XXIV INSPECTION OF WORK ............................................................................................ 30 ARTICLE XXV SAFETY ...................................................................................................................... 30 ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR .............. 31 ARTICLE XXVIII CONFIDENTIALITY OF DATA .................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ..................................... 32 ARTICLE XXX EVALUATION OF CONSULTANT ............................................................................... 33 ARTICLE XXXI PROMPT PAYMENT .................................................................................................. 33 ARTICLE XXXII TITLE VI ASSURANCES ........................................................................................... 33 ARTICLE XXXIII NOTIFICATION ......................................................................................................... 38 ARTICLE XXXIV CONTRACT ............................................................................................................. 38 ARTICLE XXXV SIGNATURES ........................................................................................................... 39 Additional California Department of Transportation (Caltrans) Exhibits Incorporated:
Exhibit 10-O2 “Consultant Contract Disadvantaged Business Enterprise Commitment” EXHIBIT 1
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:
W-TRANS
Incorporated in the State of California
The Project Manager for the “CONSULTANT” will be
ATUL PATEL
The name of the “LOCAL AGENCY” is as follows:
CITY OF STOCKTON
The Contract Administrator for LOCAL AGENCY will be SAID BILAL HOUSEYNI.
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 November 21, 2024. The approved CONSULTANT’s Cost Proposal is attached hereto Exhibit B and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.
C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.
D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.
E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.
F. Any third-party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.
EXHIBIT 1
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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 government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.
F. Conferences, Site Visits, Inspection of Work
EXHIBIT 1
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This AG
REEMENT 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.
ARTICL
E IV PERFORMANCE PERIOD
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.
B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.
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 pr
ovision 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 c
opies.
A. This AGREEMENT shall go into effect on APRIL 1, 2025, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall c
ommence work after notification to proceed by LOCAL
AGENCY’S Contract Administrator. The AGREEMENT shall end on DECEMBER 31, 2027, 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.
EXHIBIT 1
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C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $308,586.24. The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.
D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.
E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.
F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.
G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.
H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
CITY OF STOCKTON PUBLIC WORKS DEPARTMENT
22 EAST WEBER AVENUE, ROOM 301
STOCKTON, CA 95202
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $308,586.24.
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, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.
B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A EXHIBIT 1
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tempo
rary 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.
ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.
B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.
EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
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C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.
D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.
E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.
1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.
Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.
2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require EXHIBIT 1
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CONSUL
TANT 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 the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.
4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.
ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no sub agreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.
B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.
C. Any sub agreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.
D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.
E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.
F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
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du
e per month for every month that payment is not made.
In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.
G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY sha ll
de
signate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.
The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 day s
af
ter receiving payment for work satisfactorily completed and accepted including incremental acce
ptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the eve
nt of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non- DB
E subconsultants.
Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.
ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provi de
an
evaluation of the necessity or desirability of incurring such costs.
B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Co
st Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL A
GENCY’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 t he
A
GREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the EXHIBIT 1
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equipm
ent 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 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:
EXHIBIT 1
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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.
F. Penalty
1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.
2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the EXHIBIT 1
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CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.
3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.
4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.
5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.
6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.
G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted EXHIBIT 1
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upon c
ompensation 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 sub agreement 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 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.
EXHIBIT 1
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ART
ICLE 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 sub agreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.
ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.
B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
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 EXHIBIT 1
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he
reof as if set forth in full.
C. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Ho
using and the LOCAL AGENCY upon reasonable notice at any time during the normal business ho
urs, 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 acco
rdance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides t
hat the recipients of federal assistance will implement and maintain a policy of nondiscrimination in wh
ich 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 un
der any program or activity by the recipients of federal assistance or their assignees and succe
ssors in interest.
G. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted pr
ograms of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Ri
ghts 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 t he
awa
rd 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 ot her
ar
rangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.
ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated t
herewith 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 ag
ency 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 r
esponsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating EXHIBIT 1
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agency,
and the dates of agency action.
C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.
ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26).
To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.
CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.
All DB
E participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
100 percent counts if the materials or supplies are obtained from a DBE manufacturer. 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.
B. The goal for DBE participation for this AGREEMENT is 14%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.
C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.
D. Contract Assurance
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Un
der 49 CFR 26.13(b):
CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.
Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s writ
ten consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.
Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:
1. Listed DBE fails or refuses to execute a written contract based on plans and specifications f
or the project.
2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and t
he listed DBE fails to meet the LOCAL AGENCY’s bond requirements.
3. Work requires a consultant's license and listed DBE does not have a valid license under Co
ntractors License Law.
4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or r
efusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a r
esult of bad faith or discrimination).
5. Listed DBE's work is unsatisfactory and not in compliance with the contract.
6. Listed DBE is ineligible to work on the project because of suspension or debarment.
7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.
8. Listed DBE voluntarily withdraws with written notice from the Contract.
9. Listed DBE is ineligible to receive credit for the type of work required.
10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on t
he Contract.
11. The LOCAL AGENCY determines other documented good cause.
CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:
1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or EXHIBIT 1
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m
aterial sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.
2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.
3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
One or more above listed justifiable reasons along with supporting documentation. CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice The DBE's response to CONSULTANT’s written notice, if received. If a written r
esponse was not provided, provide a statement to that effect.
The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.
Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement.
CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.
The following procedures shall be followed to request authorization to replace a DBE firm:
1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
Description of scope of work and cost proposal
Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
Revised Exhibit 10-O2: Consultant Contract DBE Commitment
2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
Solicitations of DBEs for performance of work identified EXHIBIT 1
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Correspondence with interested DBEs that may have included contract details and requirements
Negotiation efforts with DBEs that reflect why an agreement was not reached If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.
F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.
The LOCAL AGENCY shall request CONSULTANT to:
1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation
2. Provide this notification before starting the affected work
3. Maintain records including:
Name and business address of each 1
st
-tier subconsultant
Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.
If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.
Upon work completion, CONSULTANT shall complete Exhibit 17-F: Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.
In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.
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G. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.
CONSULTANT must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.
CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.
Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
Subcontract agreement with the DBE
Purchase orders
Bills of lading
Invoices
Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.
CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.
The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.
CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
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Proof of ownership or lease and rental agreements for equipment Tax records
Employee rosters
Certified payroll records
Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.
If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.
If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.
H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar t
ransactions, particularly those in which DBEs do not participate.
I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.
J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.
The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with th e
cor
responding dollar value of the work.
K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.
L. For projects awarded on or after March 1, 2020, but before September 1, 2023: No later than the 10th of the month following the month of any payment(s), the CONSULTANT must submit an invoice for payment along with Exhibit 9-F: Monthly Disadvantaged Business Enterprise (DBE )
P
ayment to the Caltrans Business Support Unit at [email protected]. Provide a copy to the LOCAL AGENCY administering the contract.
EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
F
or projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.
M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.
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 A
GENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any ad
ditional 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 exe
cuted and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.
C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.
ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.
EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
ART
ICLE 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 Chad Reed, Director of Public Works, 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.
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 EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
CO
NSULTANT’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 right s
t
herein, 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 an
d 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 pe
rsonnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to m
ake 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 p
roceedings.
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 bein g
pa
id for CONSULTANT’s personnel services under this AGREEMENT.
C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction con
tractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.
ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.
B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.
C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
CONSUL
TANT’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:
(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 EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
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
EXHIBIT 1
Systemic Pedestrian Safety Improvements
City of Stockton 14%
Hammer Ln/Lorraine Ave, N. Wilson Way/Park St, Wilson Way/Waterloo Rd/Poplar St.
W-Trans
2$ 148,662.88
$ 308,586.24
Traffic Signal Design, Signing and Striping,
Traffic data collection 26209 Dalene J. Whitlock, Vice President and Senior Principal, 490 Mendocino Avenue, Suite 201, Santa Rosa, CA 95401.
$ 159,923.36
51.80 2/20/25
Dalene J. Whitlock 707-284-7738
Senior Principal and V.P.
EXHIBIT 1