State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23) A.
Consultant represents that it is licensed in the State of California and is qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.
B. City finds it necessary and advisable to us e the services of the Consultant for the purposes provided in this Contract.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions in this Contract, City and Consultant agree as follows:
1. SCOPE OF SERVICES. Subject to the terms and c onditions 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 sta ffing 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 $1,412,881.13 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 D and shall otherwise comply with the other provisions of Exhibit D.
4. INDEMNITY AND HOLD HARMLESS. Pursuant to the full language of California Civil Code §2782, design Professiona l agrees to indemnify, includi ng the cost to defend, City of Stockton and its officers, officials, employ ees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for EXHIBIT 1
PROFESSIONAL SERVICES CONTRACT
(for State funded projects)
THIS CONTRACT is entered into this day of ______ 2025, between the CITY OF STOCKTON, a municipal corporation (“City”), and R.E.Y. ENGINEERS, INC. whose address is 905 SUTTER STREET, SUITE 200, FOLSOM, CA 95630 (“Consultant”) for the
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY, PROJECT NO. WT24038/STATE PROJECT NO. ATPSB1L-5008(206) , hereinafter referred to as “Project”.
RECITALS
State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23) A. Invoices
submitted by Consultant to City must contain a brief description of work performed, time used and City project number. Payment shall be made within thirty (30) days of approval of invoice by City.
B. Upon compl
etion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.
6. CONFORMANCE
TO APPLICABLE LAWS . Consultant shall comply with all
applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
A. TITLE VI
Title V
I 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 program or activity receiving federal financial assistance.” (42 USC Section 2000d). http://www.dol.gov/oasam/regs/statutes/titlevi.htm.
The City
of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
B. DISCRIMI
NATION AND HARASSMENT POLICY
The City
of Stockton has a Discrimination and Harassment Policy (Exhibit G). 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 damages arising from the sole negligence, active negligence, or willful ac ts 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 t hat 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 s hall not be waived or modified by contractual agreement or acts of the parties.
5. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit C, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on December 31, 2029, unless extended by mutual agreement through the issuance of a Contract Amendment.
EXHIBIT 1
State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23) sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace.
C. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement. https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=LAB&div ision=2.&title=&part=7.&chapter=1.&article=2.
D. PREVAILING WAGE RATES
Consultant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to e nsure that the prevailing wage rates of concern is current and paid to the employee.
i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf. The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
ii. Should the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by Consultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections EXHIBIT 1
State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23) 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. PAYROLL RECORDS The Consultant to whom the contract is awarded shall ensure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Complia nce Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. APPRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) 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. APPENDIX E OF THE TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with Appendix E of the Title VI Assurances attached as Exhibit F.
F. SANCTIONS
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
7. RIGHTS AND DUTIES OF CITY. City shall make available to Consultant all data and information in the possession of City which both parties deem necessary to complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.
8. OBLIGATIONS OF CONSULTANT. Throughout the term of this Contract, Consultant represents and warrants that it has or will have at the time this Contract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the Consultant to practice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals. Consultant shall meet with the Public Works Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and EXHIBIT 1
State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23) professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
9. OWNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. Materials shall not be used for purposes o ther 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 reserves the right to make such alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant. Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.
11. TERMINATION. The City may terminate this Contract upon thirty (30) calendar days written notice to Consultant with the reason for termination stated in the notice. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.
12. CONSULTANT STATUS. In performing the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consul tant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees, and are not agents of the City.
Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant. The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
A. If in the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
EXHIBIT 1
State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23) i. It is further understood and agreed that Consultant must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. A
s an independent 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. AS
SIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.
14. HE
ADINGS NOT CONTROLLING. Headings used in the Contract are for reference purposes only and shall not be considered in construing this Contract.
15. NO
TICES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:
T
O CONSULTANT: TO CITY:
R.E.Y. Engineers, Inc. Public Works Director
905 Sutter Street City of Stockton
Suite 200 22 E. Weber Ave., Rm. 301
Folsom, CA 95630 Stockton, CA 95202
16. L
ICENSES, CERTIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to the Consultant’s engaging in any operation or activity set forth in this Contract, Consultant shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.
17. RE
CORDS AND AUDITS. City reserves the right to periodically audit all charges made by Consultant to City for services under this Contract. Upon request, Consultant agrees to furnish City, or a designated representative, with necessary information and assistance.
C
onsultant 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.
EXHIBIT 1
State Professional Services Contract – R.E.Y. ENGINEERS, INC. – Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ATPSB1L-5008(206) (Updated 010/18/23)
18. CONFIDENTIALITY. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
19. CO
NFLICTS OF INTEREST. Consultant covenants that other than this Contract, Consultant has no financial interest with any official, employee, or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Contract. If such an interest arises, Consultant will immediately notify City.
20. W
AIVER. In the event either City or Consultant at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.
21. G
OVERNING LAW. California law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, East ern District, Sacramento Division.
22. NO
PERSONAL LIABILITY. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant.
23. IN
TEGRATION AND MODIFICATION . The response by Consultant to the Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant and City, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document.
Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.
24. S
TATE CONTRACT PROVISIONS. Consultant shall comply with the State Funded Consultant Contract Provisions which are attached hereto as Exhibit “E” and incorporated herein by this reference.
25. SEVER
ABILITY. 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. T
HIRD PARTY RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than City and Consultant.
EXHIBIT 1
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: _____________ _
KA THERINE ROLAND, CMC, CPMC
CITY CLERK
APPROVED AS TO FORM:
By: ___________ _ ASSISTANT CITY ATTORNEY
R.E.Y. ENGINEERS, INC.
By:_)-,-=--;,�...........,__-__ _
(s,fignature
V
Jim Fisher
Print Name
Title: President
State Professional Services Contract- R.E.Y. ENGINEERS, INC. - Downtown Stockton Weber Avenue Bike and Pedestrian Connectivity, Project No. WT24038/ A TPS B 1 L-5008(206) (Updated 010/18/23)
EXHIBIT 1
Project No. WT24038/ATPL-5008(206) | Proposal for the
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY PAGE 21
The City’s handling of bid opening, change orders, and punch list walkthroughs will not require additional engineering suppor t beyond the scoped bid support/construction support hours. Redline markups provided by the City inspector and Contractor will be comprehensive and accurate, requiring minimal additional verification.
Detailed Work Plan
ASSUMPTIONS
No bid add alternatives.
City is only using local and State ATP funds for design and construction. If additional funds are obtained, additional design funds may be necessary.
Utility relocations will be limited to adjustments to grade. Right of way acquisition services, including temporary construction easements, will not be necessary. Existing drainage systems are adequately sized; therefore hydrologic, hydraulic, or water quality studies are not required. Treatment control, low-impact development, or hydromodification methods for storm water management are not required. Field work will occur in the City’s right-of-way and will be covered in a no-fee encroachment permit. City will provide boiler plate Front End Documents (Notice to Bidders, Contract, etc.). City will prepare R/W Certification and self-certify Right-of-Way. City will prepare and process CTC Allocation Form (LAPG 25A or F) and other associated documentation. Contractor will prepare any construction staging and traffic control plans. Contractor will prepare a SWPPP or WPCP and obtain a WDID Number, if necessary. Contractor will either protect in place or replace any survey monuments affected during construction within the project limits.
EXHIBIT A
EXHIBIT 1
Project No. WT24038/ATPL-5008(206) | Proposal for the
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY PAGE 22
SCOPE OF SERVICES
Task 1: Research and Review
R.E.Y. will conduct a field reconnaissance of the project area, research and review existing topographic mapping, right of way maps, “as-built” plans, record maps, surveys, assessor maps, review and verify the location and type of existing improvements, equipment, bus zone locations, intersection geometrics, posted speed limit signs, on -street parking, and bus route movements.
Unless otherwise desired by the City, horizontal control surveys will originate from primary and/or secondary survey control monuments shown on the “Record of Survey of the City of Stockton Horizontal Control System Phase XIV”, recorded in Book 35 of Surveys, at Page 5, based on NAD83, 1991.35 Epoch. Vertical control will be based on City of Stockton, NAVD88 datum, tying into th e five City benchmarks within the project limits.
Projects such as this, along a ‘feature-rich corridor’ like Weber Avenue, require a higher degree of detail than a typical roadway reconstruction or widening projects, with multiple conforms and ADA facilities being the highest priority. For this reason, w e will use Mobile Terrestrial Laser Scanning (MTLS) technology for data collection. Since 2010, R.E.Y. has been a national leader in app lying survey-grade MTLS technology on transportation projects across the country, including an 8 -year term as the Iowa DOT’s state-wide MTLS consultant and on several dozen projects for Caltrans and many other local agencies.
Mobile LiDAR is an advanced mapping solution that incorporates the most advanced LiDAR sensors, cameras and position/navigati on to collect survey-quality point data quickly and accurately without interrupting traffic. Th is technology offers numerous advantages over aerial mapping and conventional ground surveys, including safety, by keeping field survey staff off the roadway. This no n- invasive method of surveying can be operated day or night, with efficient acquisition of mi llions of 3D design points per minute.
Mobile laser scanning provides data density of up to 500 points per square foot (dependent on system settings for the project ), allowing for faster coordinate acquisition compared with all other survey methods. In addition, the MTLS point cloud reaches beyond the initial project limits and can be “mined” for various uses after and beyond its initial intended use, without returning to the field.
This project includes 1.7 miles of two (2) vehicle travel lanes, on -street parking, and one (1) Altamont Commuter Express Joint Powers Authority (ACE) railroad crossing. Weber Avenue will be driven a minimum of two times in each direction with our Riegl VMX-250 Mobile Laser Scanning System. This redundant coverage will result in a very strong relative adjustment solution, prior to adjusting to ground control. The project will be pre-marked with 20 targeted Ground Control Points (GCPs). These GCPs will be positioned horizontally and vertically, based on City survey control, and the LiDAR data will be adjusted to them to ensure abs olute accuracies in compliance with ADA data collection standards.
From the acquired, adjusted, and georeferenced LiDAR data, R.E.Y. will compile visible planimetrics, topography, DTM features and utilities at a maximum 25-foot interval into a traditional 3D CAD file. The resulting CAD topographic map will exhibit 1 -foot contours, spot elevations, and pertinent surface and physical features.
Supplemental field surveys will be performed to QC the compiled mapping, positively I.D. utilities, measure inverts and in -fill areas that are not visible in the point cloud, due to obstructions. Obstructions typically include solid fences, thick vegetation, and parked vehicles.
Currently, it is assumed that all work will be performed within the City’s right -of-way and no right-of-way delineation services will be required. Should the need arise to determine the location of the right-of-way, we will alert the City and provide a scope, schedule, and budget to perform those services.
Our team will conduct detailed pavement condition assessments to evaluate existing deterioration and structural integrity acr oss the project area. Strategic coring of the pavement will be performed at key locations to collect samples, enabling precise an alysis of subsurface conditions. These samples will undergo laboratory testing to determine R -values, providing critical design parameters.
Based on the findings, we will identify and recommend effective rehabilitation alternatives tailored to the project’s specific needs.
These recommendations will assist the City with delivering a more finished and safer final project.
Deliverables: Draft & Final Pavement Design Memo
EXHIBIT A
EXHIBIT 1
Project No. WT24038/ATPL-5008(206) | Proposal for the
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY PAGE 23
Task 2: Utility Coordination
R.E.Y. will manage the utility investigations for this project, following the LAPM utility coordination process. Even though this project is state-only funded through the ATP, we still recommend using the Caltrans LAPM forms for ease and thoroughness. The first step in this process is to request utility owners’ facility maps (Utility “A” Letter). Based on the information contained in the topo graphic survey, site reconnaissance, and other information received from the City, we will prepare project limit maps as an exhibit to include with the letter. R.E.Y. will draft the Utility “A” Letter text and submit them to the City for placement on City letterhead. R.E.Y. will then submit the letters to the utility owners. From the maps received, the digital base files will be updated accordingly to reflect the horizontal location of the existing facilities. Any conflicts between utilities will be noted for additional in -situ utility investigations.
During the 65% design, we will review for and identify any utility conflicts. The identified conflicts will be reflected on a Utility Conflict Resolution Map. To confirm the conflicts, our team will perform up to twelve (12) potholes . A Pothole Report will be prepared summarizing the results of the potholing.
Following the potholing and 65% submittal to the City, R.E.Y. will inform utility owners of any conflicts (Utility “B” Letter ) and request a Conflict Resolution Plan and Liability Determination. Two sets of the half sized 65% plans, and a Utility Conflict Resolution Map will be included with each letter. This letter will request that utility owners verify any utility conflicts with the 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 because of the “B” letter will be used to determine potential utility conflicts an d to resolve the conflicts identified. A copy of the utility data obtained from utility owners will be provided to the City and the originals will be filed in the project files.
We are anticipating only minor adjustments to grade and that only local agency owned facilities and/or utility purveyor owned facilities resulting in 100% liability determination on the utility owner with relocation performed by the City’s contractor will be encountered during this project. Once the Conflict Resolution Plan and Liability Determination are received from the utility owners, we will notify and provide the appropriate documentation to the City.
Following the 100% PS&E submittal to the City, R.E.Y. will issue the Final Notice to Owner (NTO) (Utility “C” Letter) to the affected utility owners. Two sets of the half-sized 100% plans will be included with each letter sent to each utility. The letter will indicate to the utility owners whether any changes have been made to the project plans since the Utility “B” Letter and will request writ ten confirmation of utility relocations and utility relocation schedule. A copy of the utility data obtained from utility owners will be provided to the City and the originals will be filed in the project files.
Throughout the utility coordination process, R.E.Y. will meet with affected utility companies (up to 4 total meetings) to review the utility conflicts in the field, confirm the proposed utility relocations, and coordinate on the utility’s schedule for the re location work.
After all the utility conflicts have been resolved, the R.E.Y. team will prepare a Utility Clearance Memo . The memo will be provided to the City, so the City can include the memo in their documentation when they self-certify the R/W process has been completed. It should be noted that Caltrans approval is needed for Right of Way Certification with projects that are federalized. State -only funded projects, such as this one, only require the local agency’s self-certification.
Deliverables: Utility Letters “A”, “B”, and “C”, Utility Conflict Resolution Maps, Pothole Report, applicable LAPM forms, and Right-of- Way Clearance Memo.
Task 3: Plans Specifications, and Estimate (PS&E)
R.E.Y. and its consultants will prepare and complete plans, specifications, and estimate documents. The plans will include t he following sheets:
Title
Typical Sections
Details
Project Control
Demolition Plan
Layout Plan
Curb Ramp Details
Paving Plan
Striping and Signage Plan
Temporary Erosion Control Plan
Traffic Signal & Lighting Plans
Landscaping Plans
The necessary improvements will be designed in accordance with the City of Stockton Standard Plans and Specifications, Caltra ns Standard Specifications, the current California MUTCD, and American Disabilities Act (ADA) guidelines as appropriate. The bas e map limits will be sufficient to cover all necessary improvements within the project area. The project is anticipated to use the existing curb-to-curb width. If improvements need to be designed that are a variance with the ADA, R.E.Y. will draft an internal memo for the project file and provide justifications.
EXHIBIT A
EXHIBIT 1
Project No. WT24038/ATPL-5008(206) | Proposal for the
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY PAGE 24
PS&E documents will be submitted to the City for review at 30%, 65%, 95%, and 100% completion stage. We will provide one set of full size, 24”x36”, plans (PDF), one set of specifications (PDF/Word) and the engineer’s estimate (PDF/Excel) at each milesto ne submittal. With each stage of review, R.E.Y. will use Bluebeam software to review and incorporate comments and create a comment matrix to track all comments. A signed Quality Control Checklist will be provided before each submittal. Any comments not incorporated into the submittals will be tracked and justification provided in the comment matrix. We will provide the City electro nic copies of the PS&E after the 100% comments have been incorporated as a final check prior to plotting the plans on mylars. We wi ll also provide all correspondence and work products for City files. Digital files will be prepared with Autodesk Civil 3D 2023.
TASK 3.0: PRELIMINARY DESIGN
30% P&E
This Task includes preparation of a 30% preliminary design for all segments of the corridor exc luding the portion of Weber Ave. between N. Aurora St. and N. Union St., which is currently included in the scope of improvements under the Stockton Diamond Grade Separation Project. As such, this segment is excluded from Task 3 .0 unless circumstances change.
The 30% design will include a basic geometric configuration of roadway layouts and cross sections at the intersections. We will consider turning motions of Stockton Unified School District, Stockton Fire Department, San Joaquin Regional Transit District , and Stockton Waste Management vehicles, as well as semitrucks with trailers when designing the project’s improvements. Our team will perform pavement coring at various locations along the corridor and collect samples for analysis in preparation of a Pavement Treatment Recommendations Memo.
Based on our review of the site, we anticipate that up to forty (38) curb ramps are potentially compliant. All other curb ramps have been determined visually noncompliant and will need to be upgraded to current ADA standards. During the 30% design process, w e will evaluate those forty (40) potentially compliant ramps to determine whether they need to be replaced as part of this project.
At the 30% stage, a plan set and engineer’s estimate will be submitted to the City for review.
Deliverables: One set of full size, 24”x36”, plans (PDF) and the engineer’s estimate (PDF/Excel) , Pavement Treatment Memo (PDF) OPTIONAL TASK 3.0: PRELIMINARY
DESIGN (N. AURORA ST. TO N. UNION
ST. SEGMENT)
30% P&E
This Optional Task covers the same level of
preliminary design as described in Task 3.0, but
for will include the segment of Weber Ave.
between N. Aurora St. and N. Union Street, only if
the Stockton Diamond Grade Separation Project is
delayed, scaled back or canceled.
Optional Task 3.0 will be added to Task 3.0 and
there will not be a separate, standalone submittal
for Optional Task 3.0
Deliverables: Optional Task 3.0 will be added to Task 3.0 deliverables above.
TASK 3.1: FINAL DESIGN
This task covers the final design phases of the project corridor, excluding the segment of Weber Ave. between N. Aurora St. and N.
Union St., which is currently included in the scope of improvements for the Stockton Diamond Grade Separation Project. This excluded segment may be addressed separately under Optional Task 3.1, pending the outcome of the railroad grade separation project.
65% PS&E
The 65% design will be developed far enough to identify locations of utilities, geometric features, and other design elements . The plans will be sufficient to begin the utility conflict resolution process, and we will coordinate with PG&E for any connection requirements. The review comments from the 30% submittal will be itemized and a written response to the comments shall be prepared in a comment matrix. The original red-line mark-up from the City will be returned with the succeeding submittal.
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At the 65% stage, a plan set, technical specifications, and engineer’s estimate will be submitted to the City for review prior to initiating the utility conflict resolution process.
Deliverables: 30% Comment Resolution Matrix, one set of full size, 24”x36”, plans (PDF), one set of specifications (PDF/Word), and the engineer’s estimate (PDF/Excel).
95% PS&E
The 95%
submittal will include plans, specifications, and estimate. The review comments from the 65% submittal will be itemized and a written response to the comments shall be prepared in a comment matrix. The original red -line mark-up from the City will be returned with the succeeding submittal.
Deliverables: 65% Comment Resolution Matrix, one set of full size, 24”x36”, plans (PDF), one set of specifications (PDF/Word) and the engineer’s estimate (PDF/Excel).
100% PS&E
The 100%
submittal will include complete plans, specifications, and estimate, and project files in a bid -ready form. The review comments from the 95% submittal will be itemized and a written response to the comments shall be prepared in a comment matrix .
The original red-line mark-up from the City will be returned with the succeeding submittal. Additional coordination with PG&E will occur for any additional connection requirements.
Deliverables: 95% Comment Resolution Matrix, one set of full size, 24”x36”, plans (PDF), one set of specifications (PDF/Word), the engineer’s estimate (PDF/Excel)
Quality Control
Qualit
y assurance (QA) and quality control (QC) are critical processes for ensuring work is performed efficiently and accurately. QC is not merely a final review before delivering the work product to the City; rather, it is an ongoing commitment to continuous o versight and critical review throughout project delivery.
QA will be led by Jim Fisher, PE, QSD/P, who will conduct periodic audits to verify adherence to QC procedures and compliance with City and Caltrans standards. The QC plan aims to prevent errors, swiftly identify and correct any that arise, and eliminate t heir root causes to enhance future performance.
Deliverables: A signed Quality Control Checklist at each of the PS&E submittals in PDF format.
OPTIONAL TASK 3.1: FINAL DESIGN (N. AURORA ST. TO N. UNION ST. SEGMENT) This optional task applies to the segment of Weber Ave. between N. Aurora Street and N. Union Street, only if the Stockton Diamond Grade Separation Project is delayed, scaled back, or canceled.
Optional Task 3.1 will be added to Task 3.1 and there will not be a separate, standalone submittals for Optional Task 3.1.
Deliverables: Optional Task 3.1 will be added to Task 3.1 deliverables above.
Task 4: Public Outreach
PROJECT MANAGEMENT AND PLAN
Our team will attend key team meetings, provide public outreach counsel, and advise the project team on outreach activities.
Throughout these meetings, we will assist by providing clear communication between the project team and the community, developing an understanding of the community’s values as they relate to this project, identifying community opportunities and issues, and developing appropriate responses to all community input. We will also create a public participation plan that identifies outreach methods, potential participants, potential event dates and times, event forms, and goals for each outreach activity.
Outreach strategies will be a combination of stakeholder/focus group meetings or one -on-one with organizations, bike clubs, business, and key community groups as well as grassroots community- wide outreach with property owners and the public along the project corridor throughout the project. The outreach strategies will also plan for key communication updates through the City website, email, and social media.
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Deliverables: Project Kickoff Meeting, Public Participation Plan
COMMUNITY AWARENESS AND EDUCATION PROGRAM
At the beginning of the project, our team will develop and implement a community awareness and education program to create a shared understanding of the project, the project elements, and the community benefits.
The community awareness program will leverage the City’s existing communication links (established during the project kickoff meeting) and those of community-based organizations and local media to help explain the project. Our team ’s communication professionals will create communication materials such as fact sheets, informational brochures, FAQs and digital infographics series, and social media programs that can be published on the City’s social media channels, that can be easily shared on other community - based organizations’ social media platforms, to highlight the project, design elements, and the community benefits.
STAKEHOLDER DATABASE
We will develop and maintain a stakeholder database throughout the project’s duration. This database will include stakeholders' names, contact information, the preferred method of contact, and potential key concerns and/or areas of project interest. Our team will develop a comprehensive database that includes residents, City departments, businesses, and local community groups, such as:
District 5 Council member and other elected and appointed officials Residents and property owners adjacent to the project area Businesses and other establishments adjacent to the project area Emergency responders
San Joaquin School District
San Joaquin Regional Transit District (RTD)
Utility Companies
Pertinent City staff
San Joaquin Rail Commission/UPRR (Stockton Diamond Project Impacts) Deliverable: Stakeholder Database
COMMUNICATION COLLATERAL AND WEBSITE CONTENT
We will develop outreach materials to inform the community about City’s project updates. These materials can include lawn signs, project flyers, informational brochures, fact sheets, and FAQs. A template for each collateral item will be developed consist ently and easily updated and sent or distributed through electronic means. Our team will distribute these materials via quarterly email newsletter updates to the database.
We will develop updated content for the project webpage, to be hosted on the City website. Webpage content will include accurate and timely updates to inform community members of important project information and events including workshops and project updates. Website visitors will be able to access project information such as fact sheets, FAQs, and a schedule. Visitors will also b e able to provide their contact information to receive electronic project updates.
Deliverables: Website Content and Quarterly Updates, Communication Collateral (Flyers, Lawn Signs, Informational Brochures, Fact Sheets), Quarterly Email Communication
KEY STAKEHOLDER FOCUS GROUP MEETINGS/O NE -ON -O NE DISCUSSION S Our team will coordinate and facilitate up to three (3) Key Stakeholder Focus Group meetings or one-on-one discussions. Our team of professional facilitators will work with City staff to develop meeting agendas and presentation content that are on point and easy to understand, then facilitate discussions in a way that engages all parties and generates a thoughtful discussion that leads to agreements and direction that moves the project forward. These meetings can be with local bike/ped advocates, business community members or specific property owners.
The meetings will be facilitated to discuss project goals, constraints and opportunities, evaluation criteria, design alterna tives, and other essential project elements. The key stakeholder focus group meetings will aim to assess project elements with diverse perspectives early in the process to ensure that all diverse aspects are considered, and the draft concepts meet current and future
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community needs. These can be done in one-on-one, small group or meeting settings. We will write a summary at the end of each meeting.
We will coordinate logistics, including facility reservations, audio/video equipment coordination and rental, room set up and clean up, sign-in sheets, nametags, refreshments, comment cards, and a written meeting summary of stakeholder input.
Deliverables: Up to 3 Stakeholder Focus Group Meetings/One-on-One and meeting summaries; Promotion, logistics, facilitation of events
COMMUNITY WORKSHOPS
Our team recommends holding the first Community Workshop after the Project Team has met with key stakeholders and received input and guidance on overarching goals and project scope. This will alert the project team to key concerns and issues that t he public may have and provide the team with the opportunity to address those issues before the Community Workshop. The format for the meeting is anticipated to be an open house setting at the beginning, followed by a very short formal presentation, question and answer session, and an informal, interactive open house working session.
The presentation will inform and educate the public about the principal issues, project objectives, parameters regarding what the community can and cannot influence, the planning process, and the status of the project. The community open house will allow the public to view visual displays and work directly with key project team members to begin planning and designing improvements t o the corridor. During the 65% design, we will conduct the second Community Workshop to present the design concepts, conduct a prioritization exercise, and highlight possible phasing strategies and probable construction schedule.
We will coordinate logistics, including facility reservations, audio/video equipment coordination and rental, room set up and cl ean up, sign-in sheets, nametags, refreshments, comment cards, and a written meeting summary of public input. Our team recommends that we facilitate the Public Workshop as a non-biased third party to ensure all voices are heard. We will provide a summary of the workshop that includes all public comments.
Deliverables: Community Workshops (2), Logistics and Facilitation (2), Promotion Strategies (3 weeks engagement) Task 5: Coordination/Meetings
R.E.Y. will attend the following meetings:
In-person Kick-off Meeting and Site Walk
Virtual Post-30%, 65%, 95%, and 100% Submittal Meetings Up to 40 biweekly 15-minute check-in calls or virtual meetings over 18 months during the design process Up to four (4) virtual coordination meetings with utility owners Up to two (2) virtual meetings with representatives of the Stockton Unified School Districts Up to two (2) virtual meetings with RTD
Up to two (2) virtual meetings with ACE
For each post submittal meeting, we will prepare an agenda and minutes. Throughout the design process, we will maintain an ac tion item log.
R.E.Y. will also prepare and maintain a comprehensive project schedule to reflect the time frames of each task in the proposed scope of work. We will use Smartsheet to develop the project schedule. The schedule will be updated monthly, after each milestone plan review, or as requested.
Deliverables: Meeting agendas, meeting minutes, and action logs in PDF format. Project schedules in Smartsheet PDF format.
Task 6: Design Support During Construction
BID SUPPORT
Once the Final Bid Documents are approved, R.E.Y. will assist the City throughout the bidding process including compliance wi th Chapter 15 of the LAPM up to the budgeted amount in our contract. During the bidding phase, our team will assist with responding to requests for information (RFIs’) and providing clarifications including preparing any bid addenda needed.
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Once the bidding is complete and a contractor has been selected, construction documents and the RE binder will be prepared. A ll bid addenda will be merged into one complete set of conformed construction documents.
RESIDENT ENGINEER BINDER
The Resident Engineer (RE) binder will include quantity calculations, notes about important/unique specifications, AutoCAD fi les, and any other pertinent information we feel would aid the RE in managing the construction of the project Deliverable: RE Binder (.pdf, .xlsx, .docx, .dwg), Conformed Construction documents (.pdf)
MEETINGS
During construction, we will attend up to six (6) field meetings.
CONSTRUCTION SUPPORT
Once construction is underway, our team will provide construction engineering support as requested by the City and/or construction management team up to the budgeted amount in our contract including:
Responding to Requests for Information
Review and approve construction submittal packages
Prepare construction plan addenda
Coordination with the City project manager, City
inspector, and/or contractor
Deliverables: RFIs, and stamped submittals (.pdf), Construction plan addenda (.pdf and .dwg) Task 7: Preserving and Perpetuating Survey Monuments
PRE- CONSTRUCTION MONUMENT PRESERVATION
Under state law, the governmental agency performing or permitting construction or maintenance work is responsible for the perpetuation of survey monuments and/or the enforcement of survey monument perpetuation in accordance with California’s Business and Professions Code §8771 (b) and California’s Streets and Highways Code §1810.5. The perpetuation of survey monuments is required and intended to protect both public and private property rights in accordance with federal and state law.
Once the design has progressed to the point that we know the construction envelope, we will research San Joaquin County recor ds, including recorded maps and surveys, City block books, corner records, and the Chas. Widdows maps.
Approximate locations of known monuments will be added to a GIS land -net database and used in the field for general search locations inside the construction envelope. As more monuments are found, the land- net and search areas will be refined.
Depending on the number of monuments that are subject to disturbance, we will prepare either pre -construction corner records or a record of survey, perpetuating all monuments found in a single recorded document.
Language will be included in the 100% Specifications requiring the contractor to hire a licensed land surveyor to confirm preservation of any survey monuments within the project limits or reset any disturbed monuments within the project limits.
Deliverables: Copies of pre-construction corner records or records of survey filed in PDF format.
Task 8: Performance Outcome (Before and After Bike/Ped Counts) The performance outcome assessment will involve conducting before -and-after bike and pedestrian counts following the Caltrans Interim Count Method to evaluate the impact of the proposed improvements. Counts will be conducted at seven (7) key locations along Weber Avenue in Stockton:
1. West end of Marina Public Parking area
2. Between Tuleburg Levee Rd. & North Madison Street
3. Center Street
4. N. Hunter Street
5. Railroad Crossing
6. N. Airport Way
7. Wilson Way
Prio
r to constructing any improvements, baseline data will be collected using automated counting methods , operating 24 hours per day over a seven (7) day period. These counts will capture all modes of active transportation during peak and non- peak periods to establish a comprehensive understanding of existing usage. Following construction of the improvements, a second round of
EXHIBIT A
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Project No. WT24038/ATPL-5008(206) | Proposal for the
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automated counts will be conducted under similar conditions and in the same locations to assess changes in bike and pedestrian activity. This approach will also allow us to capture usage of other ATP modes, such as scooters, and wheelchairs. Th e resulting comparative analysis will quantify the project’s effectiveness in increasing active transportation usage and inform future planning .
Deliverables: Baseline Bike & Pedestrian Counts, Post-Construction Bike & Pedestrian Counts, Base & Post Analysis, Performance Outcome Summary Report.
EXHIBIT A
Task 9: Post Construction Meeting/Record Drawings
Upon project completion and receipt of redline drawing markups from the City inspector and the contractor, Draft Record Drawings (As-Built Drawings) will be prepared and submitted to the City for review. Following the City’s review, all comments will be addressed and incorporated into the Final Record Drawings, which will then be completed and delivered. The Record Drawings will document all modifications made during construction and will serve as an official record of the completed project, reflecting actual field conditions and providing valuable resource for maintenance, future upgrades, and long-term planning.
Deliverables: Draft Record Drawings (.pdf), Final Record Drawing (Mylars, Electronic files: .pdf or .tif 300dpi, .dwg or .dxf) EXHIBIT 1
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EXHIBIT B
EXHIBIT 1
Project No. WT24038/ATPL-5008(206) | Proposal for the
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY
PAGE 30
Schedule
dŚĞĨŽůůŽǁŝŶŐƐĐŚĞĚƵůĞƌĞĨůĞĐƚƐƚŚĞĐƌŝƚŝĐĂůƉĂƚŚǁŝƚŚƌĞĚŽƵƚůŝŶĞƐ͕ďƵůůĞƚƐĂŶĚůĞĂĚĞƌĂƌƌŽǁƐ͘
EXHIBIT C
EXHIBIT 1
REV 2024-03-25
Insurance Requirements
Downtow
n Stockton Weber Avenue Bike and PED Connectivity – Project No. WT24038 Consul
tant 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.
MIN
IMUM SCOPE AND LIMIT OF INSURANCE
Cov
erage shall be at least as broad as:
1. Commerc
ial 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. Aut
omobile 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. Work
ers’ 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 $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If the
Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
Other
Insurance Provisions
The
insurance policies are to contain, or be endorsed to contain, the following provisions:
EXHIBIT D
EXHIBIT 1
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
EXHIBIT D
EXHIBIT 1
REV 2024-03-25
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
Self -Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Claims Made Policies (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.
EXHIBIT D
EXHIBIT 1
REV 2024-03-25
Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work .
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main St, 3
rd Floor – HR
Stockton, CA 95202
EXHIBIT D
EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
State Funded Consultant Contract Provisions
DOWNTOWN STOCKTON WEBER AVENUE BIKE AND PEDESTRIAN CONNECTIVITY City Project No. WT24038/State Project No. atpsb1l-5008(206) TAB
LE OF CONTENTS
Page
ARTICLE I INTRODUCTION ......................................................................................................... 2 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ............................................................ 3 ARTICLE III STATEMENT OF WORK .......................................................................................... 3 ARTICLE IV PERFORMANCE PERIOD ....................................................................................... 4 ARTICLE V ALLOWABLE COSTS AND PAYMENTS .................................................................. 4 ARTICLE VI TERMINATION ......................................................................................................... 5 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ............................ 6 ARTICLE VIII RETENTION OF RECORD/AUDITS ....................................................................... 6 ARTICLE IX AUDIT REVIEW PROCEDURES ............................................................................. 6 ARTICLE X SUBCONTRACTING ................................................................................................. 8 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ..................... 9 ARTICLE XII STATE PREVAILING WAGE RATES ................................................................... 10 ARTICLE XIII CONFLICT OF INTEREST ................................................................................... 13 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION .............. 14
ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ............................................................................................................ 14 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ......... 14 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION ......................................... 15 ARTICLE XIX INSURANCE ........................................................................................................ 16 ARTICLE XX FUNDING REQUIREMENTS ................................................................................. 16 ARTICLE XXI CHANGE IN TERMS ............................................................................................ 16 ARTICLE XXII CONTINGENT FEE ............................................................................................. 16 ARTICLE XXIII DISPUTES .......................................................................................................... 17 ARTICLE XXIV INSPECTION OF WORK ................................................................................... 17 ARTICLE XXV SAFETY .............................................................................................................. 17 ARTICLE XXVI OWNERSHIP OF DATA..................................................................................... 18 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’S CONSTRUCTION CONTRACTOR ... 18 ARTICLE XXVIII CONFIDENTIALITY OF DATA ......................................................................... 18 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION............................ 19 ARTICLE XXX EVALUATION OF CONSULTANT ...................................................................... 19 ARTICLE XXXII TITLE VI ASSURANCES .................................................................................. 20
ARTICLE XXXIII NOT
IFICATION ................................................................................................ 20 ARTICLE XXXIV CONTRACT ..................................................................................................... 20 ARTICLE XXXV SIGNATURES .................................................................................................. 20
EXHIBIT E
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:
R.E.Y. ENGINEERS, INC.
Incorporated in the State of California.
The Project Manager for the “CONSULTANT” will be
KEITH JUKES, PE
The name of the “LOCAL AGENCY” is as follows:
CITY OF STOCKTON
The Contract Administrator for LOCAL AGENCY will be JOSHUA J. SANDOVAL.
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 June 2, 2025. 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
EXHIBIT E
EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
May 2023
LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior 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
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
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AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly. See “Rights and Duties of City” of the Professional Services Contract.
F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting, shall be included in the fee.
G. Checking Shop Drawings
[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.] H. CONSULTANT Services During Construction
The extent, if any of CONSULTANT’s services during the course of construction such as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.
I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.
J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.
ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on July 29, 2025, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on December 31, 2029, unless extended by AGREEMENT amendment.
B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.
ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual
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costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.
B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.
C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $1,412,881.13. 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 E. WEBER AVENUE, ROOM 301
STOCKTON, CA 95202
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $1,412,881.13.
J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.
ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, (See Section 11 of the Professional Services Contract).
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B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.
C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.
D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.
ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.
B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.
D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.
ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.
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.
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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.
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.
2. 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.
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3. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.
4. 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.
5. 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
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disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.
In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.
G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.
The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regula r
incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non- DBE subconsultants.
Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.
ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.
B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.
C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:
1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable
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property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.
2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project
ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.
B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.
C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.
D. Payroll Records
1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be 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.
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2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request. b. A certified copy of all payroll records enumerated in paragraph (1) above shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT.
The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.
3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.
4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.
5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.
6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.
Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.
E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.
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
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calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.
2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.
3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.
4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the 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
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the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.
G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.
H. Employment of Apprentices
1. Where either the prime AGREEMENT or the 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.
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ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.
For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.
ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS
FOR LOBBYING
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:
1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.
C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier 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
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employees and applicants for employment are free from such discrimination and harassment.
CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.
C. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.
D. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
E. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.
F. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.
G. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 – Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.
H. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.
ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:
1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal
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agency within the past three (3) years;
3. Does not have a proposed debarment pending; and
4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) y
ea
rs.
B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.
C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.
ARTICLE XIX INSURANCE
See Section 3 of the Professional Services Contract.
ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.
B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.
C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.
D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.
ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.
B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.
C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as 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
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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 considerati on, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.
ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.
A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and Department Head or Designee, who may consider written or verbal information submitted by CONSULTANT.
B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.
C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.
ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.
ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.
CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.
B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.
C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.
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.
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ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.
Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.
B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.
C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract.
Any reuse by City for another project or project location shall be at City’s sole risk.
D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal- aid contracts).
E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.
ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.
B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims, will be made available on reasonable notice from LOCAL AGENCY.
Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.
C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.
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
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from unauthorized use and disclosure.
B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.
C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.
D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.
E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.
F. All information related to the construction estimate is confidential and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.
ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.
ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the AGREEMENT record.
ARTICLE XXXI PROMPT PAYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment request, the LOCAL AGENCY shall act in accordance with both of the following:
(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
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(2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.
B. PROMPT PAYMENT CERTIFICATION
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.
The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.
ARTICLE XXXII TITLE VI ASSURANCES
Refer to the Professional Services Contract.
ARTICLE XXXIII NOTIFICATION
Refer to the Professional Services Contract.
ARTICLE XXXIV CONTRACT
Refer to the Professional Services Contract.
ARTICLE XXXV
SIGNATURES
Refer to the Professional Services Contract.
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Appendix E of the Title VI Assurances
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ing 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:
• Tit
le VI of the Civ il Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
• Airport and Airway Improv ement Act of 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civ il Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
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• The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
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Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:
HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace. This policy defines prohibited behavior and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.
II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans
status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.
All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care "Market Place" or "Exchange."
B. It is an unlawful employment practice to discriminate against or to harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.
C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-employees with whom City employees have a business service, or professional relationship.
D. All City employees and non-employees share a responsibility to assist in
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Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 2 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 maintaining an employment environment free of discrimination and harassment. This policy applies to all aspects of City employment, including, but not limited to, hiring, reassignment, placement, promotion, employment action, disciplinary action, layoff, reemployment, transfer, leave of absence, compensation and benefits, training; or other terms of treatment of that person in an unpaid internship, or another limited duration program to provide unpaid work experience for that person, or the harassment of an unpaid intern or volunteer.
E. All allegations of discrimination and/or harassment shall be investigated immediately by the City, in accordance with this policy. If it is determined that
any prohibited activity has occurred, remedial action shall be taken. Such action may include discipline up to and including discharge. In addition, under applicable law, individual supervisors and employees may be subject to personal liability and/or punitive damages in any litigation arising as a result of such conduct.
F. All new hires shall attend harassment awareness training, and supervisors and managers shall attend harassment awareness and prevention training for supervisors every two years.
G. The City of Stockton prohibits retaliation against any employee or non employee by another employee, non-employee, supervisor, or manager for reporting, filing, testifying, assisting or participating in any manner in any investigation, proceeding, or hearing conducted by the employer or a federal or state enforcement agency.
H. This policy applies to all officials, employees, volunteers, unpaid interns, agents, or contractors of the City.
I. This policy shall be administered by the Director of Human Resources.
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