City Council and Concurrent Authorities
September 9, 2025

Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)

PROFESSIONAL SERVICES CONTRACT
(for Federal aid projects)
THIS CONTRACT is entered into this day of ____2025, between the CITY OF STOCKTON, a munici pal corporation (“City”), and KIMLEY-HORN AND ASSOCIATES, INC., whose address is 1300 CLAY STREET, SUITE 900, OAKLAND, CA 94612 (“Consultant”) for the EL DORADO STREET PEDESTRIAN AND BICYCLIST SAFETY CONNECTIVITY, PROJECT NO. WT23039/FEDERAL PROJECT NO. HSIPL-5008(210), hereinafter referred to as “Project”.

RECITALS
A. Consultant represents t hat 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 conditions set forth in this Contract, Consultant shall undertake and complete the services described in EXHIBIT A . Consultant shall provide said serv ices 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 fe e not to exceed the schedule detailed in EXHIBIT B , which is attached to this Contract and inco rporated by this reference. Consultant agrees this fee is for full remuneration fo r performing all services and furnishing all staffing and materials called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbur sement for costs shall not exceed $348,775.95 or as otherwise mutually agreed to in a Contract Amendment.

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

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)

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

5. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in Exhibit A accordin g 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 writt en above and shall expire on September 30, 2027, unless extended by mutual agreement through the issuance of a Contract Amendment. a. Invoices submitted by Consultant to City must contain a brief description of work performed, time used and City project number. Payment shall be made within thirty (30) days of approval of invoice by City. b. Upon completion of work and acceptanc e by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon re ceiving a written request thirty (30) days in advance of said time limita tion. City shall have no obligation or liability to pay any invoice for wo rk 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 pr otected classification, including race, color, national origin, ancestry, sex or religion of such person. a. TITLE VI
Title VI of the Civil Rights Act of 1964 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 t he benefits of, or be subjected to discrimination under any pr ogram or activity receiving federal financial

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)
assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm .

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

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)

http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.

The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.

ii. Should the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineer ing, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be under taken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapt er 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 Cons ultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the fo regoing sections shall be deducted from the payments to be made under the terms of this contract.

iii. PAYROLL RECORDS The Consul tant to whom the contract is awarded shall ensure that the prime and each subc ontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works D epartment, Attention: Contract Compliance Officer. It shall be the C onsultant’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 T he Consultant shall comply with the provisions established in Se ction 1777.5 of the Labor Code concerning the 1) cert ified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to adminis ter and conduct apprenticeship programs, if applicable to the job.

e. APPENDIX A AND E OF THE TITLE VI ASSURANCES

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)

During the performance of this contra ct, the contractor, for itself, its assignees, and successors in interest agrees to comply with the Appendix A and 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, an d approvals of whatsoever nature which are legally requir ed for the Consultant to pr actice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualificat ions, insurance, and approvals. Consultant shall meet with the Public Wo rks Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual pr esentations, and provide professional advice and recommendations regarding this project.

9. OWNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other document s completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject ma tter in all materials is hereby assigned to the City and the Consultant agrees to exec ute any additional 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 befor e final delivery to the Cit y, the Consultant shall replace them at its own exp ense. Consultant shall keep materials confidential.

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

10. CONTRACT AMENDMENTS. City 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

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)
Consultant. Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.

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

12. CONSULTANT STATUS. In performing the obligat ions set forth in this Contract, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consul tant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and supplie rs, will be considered employees of Consultant. The Consultant shall be responsi ble for the work of subcontractors, which shall be subject to the provisions of this Cont ract. The Consultant is responsible to the City for the acts and omissions of its subcontractor s and persons directly or indirectly employed by them.
a. If in the performance of this Contra ct any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working c onditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
i. It is further understood and agreed th at Consultant must issue W-2 forms or other forms as requi red by law for income and employment tax purposes for all of Consultant’s personnel. ii. As an independent contra ctor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any content ion by any third party that employer-employee relationship exists by reason of this Contract.

13. ASSIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and condi tions as City may set forth in writing.

Consultant shall be solely responsible for reimbursing subcontractors.

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)

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

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

To Consultant: Kimley-Horn & Associates, Inc. To City: Public Works Director 1300 Clay Street City of Stockton
Suite 900 22 E. Weber Ave., Rm. 301
Oakland, CA 94612 Stockton, CA 95202

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

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

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

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

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

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

EXHIBIT 1
Professional Services Contract – KIMLEY-HORN AND ASSOCIATES, INC.

PROJECT NO. WT23039/HSIPL-5008(210)
(Updated 10/18/23)

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

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

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

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

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

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

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

27. AUTHORITY. The undersigned hereby represent and warrant that they are authorized by the parties to execute this Contract.

EXHIBIT 1
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EXHIBIT 1
14City of Stockton

6. Detailed Work Plan
Kimley-Horn has prepared a detailed Work Plan that is based on our understanding of the project and lessons learned from similar projects in the City and other jurisdictions. This project will include replacement of traffic signal infrastructure including signal backplates, 8-inch signal heads, and pedestrian push buttons. The project will also include the upgrade of curb ramps to meet ADA standards. The existing bike lane along the corridor will be upgraded to a buffered bike lane. Lastly, the project will include installation of some RRFBs.

Task 1: Background Research
Kimley-Horn staff (and City staff if available) will walk the entire project corridor to collect relevant information on existing street lights, pedestrian conditions, visible utilities (above- and below-ground), and traffic signal infrastructure.

Task 1.1: Field Review
Once the collection of topographic survey data (see Task 7) is completed, we will review the findings alongside our field visit notes so that any potential conflicts are positively identified and that a plan addressing them is put together prior to starting detailed design.

Task 1.1 Deliverables
 Photo Log of project intersections
Task 1.2: Utility Coordination
Kimley-Horn will compile public utility system maps, as-built traffic signal plans, previous design plans, and details for use in project design, and will submit utility information request letters to privately-owned utility companies with facilities in the public ROW that may be affected by this project. As necessary, we will work with all pertinent utility companies to identify utility conflicts, coordinate utility plan reviews, conduct necessary coordination meetings, and coordinate with the utility companies for any required utility relocations. This includes the preparation of utility letters (Notice to Owner) with project location exhibits. The utility requests will be on City letterhead to avoid paying fees. All affected or potentially affected utilities will be shown on the design plans. Should potholing be required, it will be the responsibility of the utility companies.

Task 1.2 Deliverables
 Copies of Utility Request Letters
Task 2: Environmental Services
Kimley-Horn understands that the City will prepare and file the necessary CEQA documentation for the project. Therefore, this scope does not include any Kimley-Horn staff time for CEQA documentation support. Should it be determined to be needed, Kimley-Horn can provide CEQA documentation support upon request for a separate scope and fee.

As the project is funded by the HSIP program; compliance with the National Environmental Policy Act (NEPA) is required. It is understood Caltrans will serve as the NEPA lead agency. This scope is prepared based on the signed PES included in the RFP. Based on available project information, Kimley-Horn assumes the project will qualify for a categorical exclusion (CE) pursuant to Section 23 USC 326, 23 CFR 771 activity (c)(22) supported by a Community Impact Assessment Memorandum (CIA Memo), Phase I initial Site Assessment (Phase I ISA), and Biological Resources Technical Memorandum. It is assumed that Caltrans staff would prepare and file the NEPA CE. This scope assumes there are no environmental permits (e.g., Clean Water Act 401 or 404 permits, Lake and Streambed Alteration Agreement) required. Should permits become necessary, Kimley-Horn can provide permitting services under a separate scope and fee.

Task 2.1: Community Impact Assessment Memorandum
Kimley-Horn will prepare a brief CIA Memorandum in compliance with the latest Caltrans guidance and template in the Caltrans Standard Environmental Reference. Based on the direction provided in the signed PES, issues discussed in the CIA Memorandum will include potential property and parking access limitations during construction, emergency response access and coordination during construction, and potential impacts to bus stops and routes. This scope includes revisions in response to one consolidated round of City comments and one consolidated round of Caltrans comments.

Task 2.2: Phase I Initial Site Assessment
Kimley-Horn shall evaluate the project area for the presence of Recognized Environmental Conditions (RECs) and prepare a Phase I ISA in general accordance with American Society for Testing and Materials (ASTM) Standard E-1527-21 per Caltrans Standard Environmental Reference, Environmental Handbook, Volume 1, Chapter 10, “Guidelines for Hazardous Materials, Hazardous Waste, and Contamination”, and Environmental Protection Agency (EPA) Standards and Practices for All Appropriate Inquiries (AAI) (40 CFR Part 312). Exceptions to the ASTM standard about this project will include the following: no title searches, property appraisals, or interviews will be performed for the

EXHIBIT A

EXHIBIT 1
15City of Stockton
project area. This scope includes revisions in response to one consolidated round of City comments and one consolidated round of Caltrans comments.

Task 2.3: Biological Resources Technical Memorandum
HT Harvey, as a subconsultant to Kimley-Horn, will prepare a Biological Resources Technical Memorandum, as noted in the signed PES. It is understood that the Project corridor crosses Walker Slough, which could be a biological resource. However, the Project would occur within the existing roadway and structure, and no structural work is anticipated to the bridge over Walker Slough. As such, it is not anticipated that permits or impacts would occur at Walker Slough, and the Biological Resources Technical Memorandum would qualitatively address the Project’s potential to impact biological resources.

Task 2 Deliverables
 Community Impact Assessment Memorandum
 Phase 1 ISA
 Biological Resources Technical Memorandum
Task 3: Plans, Specifications, and Estimate
Kimley-Horn will prepare 65%, 95%, and 100% Final (signed and sealed) plans, specifications, and engineer’s estimates. As part of this task, we will also complete a lighting analysis at the 65% design stage. We will deliver the PS&E package within seven months from the Notice to Proceed.

Task 3.1: 65% PS&E
Kimley-Horn will develop a 65% PS&E package to begin the project. The 65% design will include the following sheets:
 Title Sheet
 General Notes
 Horizontal Control and Key Map (two sheets)
 Typical Sections (three sheets)
 Demolition Plan – 40 scale
 Civil Layout Plan (ten sheets)
Signing and Striping (five sheets)
 Curb Ramp Sheets - high-level layout only
 Median Refuge Island Sheets (three sheets)
 Standard Detail Sheets (four sheets)
 Traffic Signal Sheets
 Street Lighting Sheets
For the 65% technical specifications submittal, we will prepare a refined technical specification based on the City’s base specifications. The revised 65% specifications will include additional details specific to the 65% design. We will update the engineer’s estimate based on the revised 65% design. The engineer’s estimate will be based on construction costs that we have seen for recent projects of similar size and scope.

As we have done on many similar projects for the City, we will perform a lighting analysis at along the project limits focusing on the photometrics and lighting levels using the City’s standard luminaries and the guidelines from the IES. We will confirm that minimum lighting levels and uniformity ratios are met, providing the City with recommendations on safety lighting placements in order to meet these minimums.

Task 3.1 Deliverables
 65% Plans
Task 3.2: 95% PS&E
 65% Technical Specifications
 65% Engineer’s Estimate
 Lighting Analysis Summary
Kimley-Horn will review the City’s 65% PS&E comments and address them in the 95% design and will organize a design review meeting

EXHIBIT A

EXHIBIT 1
16City of Stockton
with the City to discuss the comments. We will provide the complete design of curb ramps, including elevations, tie-in points, and station/offset labels. For the traffic signal modifications, we will include completed pole and equipment schedules.

For the technical specifications submittal, we will prepare a refined technical specification based on the City’s base specifications and the specifications submitted at 65%. The revised specifications will include additional details specific to the 95% design. Kimley-Horn will develop the 95% technical specifications to include specific provisions regarding construction requirements, materials, and compensation.

The applicable City standard details will be provided in an appendix to the special provisions. We will update the engineer’s estimate based on the revised 65% design. The engineer’s estimate will be based on construction costs that we have seen for recent projects of similar size and scope.

Kimley-Horn will prepare a comment resolution matrix summarizing the comments received on the 65% PS&E documents and the resolutions for each comment. This matrix will be submitted with the 95% PS&E documents. Based on the review comments on the 65% PS&E, the approved version of the 65% PS&E will be advanced to the 95% completion level.

At this design stage, we will work with the City to prepare and submit the Caltrans LAPM ROW Certification Form since any utilities that may need adjustment will have already been identified. Notice to Owner letters (if needed) will be completed under Task 1.2.

Task 3.2 Deliverables
 65% Design Comments Resolution Matrix
 95% Plans
Task 3.3: 100% Check Set
 95% Technical Specification
 95% Engineer’s Estimate
 ROW Certification Form
Upon completion of the 95% design review, Kimley-Horn will organize a design review meeting to discuss comments. Kimley- Horn will prepare a comment resolution matrix which will summarize the comments received on the 95% PS&E documents and the resolutions for each comment. This matrix will be submitted with the 100% check print PS&E documents.

Based on the review comments on the 95% PS&E, the approved version of the 95% PS&E will be advanced to the 100% check print completion level. Kimley-Horn will submit the draft 100% PS&E to the City for a final plan check review.

Task 3.3 Deliverables
 95% Design Comments Resolution Matrix
 100% Check Plans
 100% Check Technical Specifications
 100% Check Engineer’s Estimate

EXHIBIT A

EXHIBIT 1
17City of Stockton
Task 3.4: 100% Final
Final plans, specifications, and estimates will be prepared following completion of the City’s plan check review. The final full-sized (24” x 36”) hard copy plans will be wet-signed by the professional engineer in responsible charge. The Final PS&E will be submitted to the City for use in advertising and constructing the project. One digital file of each of the plans, specifications, and estimate will be submitted to the City for record.

Task 3.4 Deliverables
 100% Complete Plans (wet signed and sealed, Mylar)
 100% Check Technical Specifications (wet signed and sealed)  100% Check Engineer’s Estimate (wet signed and sealed) Task 3.5: Quality Control
As part of this task, Kimley-Horn will complete independent quality control checks at each design stage. The quality control checks will include intra- and interdisciplinary checks of the plans which will be focused on presentation as well as constructability of the project.

Findings from the quality control checks will be incorporated into each of the PS&E packages prior to submittal.A signed quality control checklist will be submitted with each design deliverable.

Task 4: Coordination/Meetings
The coordination and meeting activities for this project will include the following:
 Attend one project kick-off meeting, one pre-construction meeting, and a post-construction meeting  Prepare and complete updates to the project schedule as needed (Microsoft Project)  Arrange and attend conference calls and field meetings with the City to discuss and present the proposed designs and review design plan comments (up to four – one per submittal)
 Attend meetings or the submittal of plans and grant compliance documents in addition to those described above and to coordinate utility service and adjustments. Any necessary modifications to the final design requested by the utility company will be provided upon written authorization from the City and for an additional fee to be agreed upon prior to starting work. Task 4 Deliverables
 Meeting agendas and notes
Task 5: Public Outreach
As part of this task, Kimley-Horn will prepare materials for and host up to 2 (two) public outreach meetings to inform community members about the project. The Kimley-Horn team recommends that these meetings be held after the development of the conceptual (30% plans) and after the 95% plans are completed to 1) incorporate community feedback into the project and to 2) provide updates to community members about project status and potential construction timelines.

Task 6: Design Support During Construction
Bidding and construction phase engineering support will include answering City staff questions during the bid and award of the contract, review of submittals, responding to contractor requests for information (RFIs), review of contract change orders, preparation of addenda, and preparation of record drawings.

Bidding and construction phase engineering support services will be provided on a time-and-materials basis, based on hourly billing rates, up to the maximum number of hours as indicated in the separately sealed Cost Proposal. Kimley-Horn will notify the City upon reaching approximately 80% of the approved level of effort and will provide recommendation or request additional contract authorization, if necessary. Additional services will be provided if requested by the City, subject to additional fee.

Task 6 Deliverables
 Answers to bidder questions
 RFI responses
 Review of submittals
 Assistance with change orders

EXHIBIT A

EXHIBIT 1
18City of Stockton
City of Stockton, Convert Signals to Mast Arms on MLK, Jr. HSIP Cycle 8 Boulevard, Stockton, CA
Task 7: Topographic Surveys/Preserving and Perpetuating Survey Monuments The Kimley-Horn team will perform a detailed (non-aerial) ground topographic surveying and base mapping along the project limits. We will establish horizontal and vertical control derived from local City-approved NAD83, California State Plane Coordinates and NAVD88 benchmarks. Land surveying will include mapping research, horizontal and vertical control, boundary, and ROW surveying. We will coordinate closely with the City to attain the necessary mapping, documentation, traffic control, and permitting required for this project. All survey monuments will be identified, listed, and shown on construction plans. We will include language in the PS&E package to preserve all monumentation affected by the work being performed.

The topographic survey will be conducted at all five of the project intersections. The survey limits at each project intersection will include 400 feet in each direction from beginning and end of each curb return. The width of the survey will cover the full roadway and approximately five feet beyond the back of existing sidewalks. The ground survey will include, but not be limited to, the following: edge of pavement (or road), sidewalks, curbs, gutters, medians, fences, poles, signs, signals, cabinets, driveways, trees, landscaping, ditches, culverts, grade breaks, striping and markings, storm drain structures, inlets, sanitary sewer manholes, cleanouts, water valves, meters, fire hydrants, gas valves, fiber, and all visible underground and overhead facilities within the project limits. Typical roadway cross-sections will be taken at 25-foot intervals or closer and will include all grade breaks, center crown, quarter crown, change in directions, and curve points.

Tactile, ramps, grade breaks and other curb ramp details will be located, including main joints and pedestrian striping as well as ground, utility, and traffic features to five feet behind the back of sidewalk and will include height of overhead utilities. The survey will locate all inlets and manholes related to sewer and storm drain and will include pipe inverts, pipe sizes, and flow direction.

Task 7 Deliverables
 Topographic Survey
 Signed acknowledgement of Monument Preservation Form

7. Examples with Similar Work
Kimley-Horn’s team members have worked together on numerous traffic safety projects for the City and other public agencies across California. Our long history of serving the City provides us with a solid understanding of the City’s traffic patterns and existing conditions as well as the City’s design standards and details, enabling us to hit the ground running on this project. We have included examples of projects below and in the following pages that are similar to the scope and size of this project.

City of Stockton, BRT Phase III on Hammer Lane, Stockton, CA Kimley-Horn completed the environmental documents (CEQA and NEPA) and the detailed PS&E documents for the installation of TSP treatments at 24 intersections along Hammer Lane. This BRT project was the third phase of the City’s and SJRTD’s overall BRT Program.

The BRT alignment included Caltrans intersections located at I-5 and Highway 99, and one County of San Joaquin intersection. Kimley- Horn secured encroachment permits from Caltrans and the County for the BRT work to be done on their ROW and completed the Request for Authorization (RFA) for construction. The project elements included new advanced traffic controllers and cabinets, CCTV systems, TSP system elements including optical and GPS-based elements, ADA treatments, and the development and implementation of signal timings with TSP. The design also included the connection and integration of video security cameras from BRT stations within the City’s communications system for SJRTD to gain real-time feeds from the cameras. The City’s video cameras were routed to the Stockton Police Department for video monitoring and surveillance. We converted all traffic signal databases to new advanced traffic controllers, prepared and implemented new coordinated signal timings, bench-tested all new traffic controllers with TSP, tested and calibrated the TSP equipment in the field, and integrated and field-implemented new traffic controllers, including signal timings and TSP operations at the project intersections.

The City will install approximately 17 miles of Class II bike routes and approximately 1.8 miles of Class III bicycle lanes, all citywide. One of the bike routes will be enhanced with sharrows and additional signage. This project will also install signs along existing bicycle routes where necessary to increase awareness of and to encourage use of these routes. Kimley-Horn’s services included field reviews to determine and document existing conditions of the project segments and the bicycle facility plans, which included signs, posts, and pavement marking details as well as signing and striping plans.

City of Stockton, Installation and Upgrade of Bicycle Facilities (Class II and Class III), Stockton, CA

EXHIBIT A

EXHIBIT 1
196.54% Overhead% Name John Pulliam Kevin Aguigui Elbert Chang Ryan Dole 195.57% Overhead% w/o FCCM
Category/Title Principal-in-
Charge
Project
Manager QA/QC QA/QC
10% Fee% Direct Rate $112.17 $137.71 $111.96 $104.35 $99.81 $84.90 $67.83 $56.76 $39.01 Billing Rate $365.78 $449. 07 $365.10 $340.28 $325.48 $276.86 $221.19 $185.09 $127.21 Task 1 0010042 1 4 2 2 3 $ 4 , 7 6 0 . 6 2

1.1 1 4 2 14 2 23 $ 4,760.62
0% 0% 4% 0% 0% 17% 9% 61% 9%
Task 2 00000 2 0 9 9 5 0 1 2 4 $ 2 5 , 1 1 1 . 6 5

2.1 9 9 36 54 $ 11,145.77

2.3 11 59 70 $ 13,965.89
0% 0% 0% 0% 0% 16% 7% 77% 0%
Task 3 00000 1 8 4 1 8 2 4 2 $ 9 , 4 5 4 . 2 7

3.1 18 4 18 2 42 $ 9,454.27
0% 0% 0% 0% 0% 43% 10% 43% 5%
Task 4 18660 6 9 1 4 2 5 1 0 2 2 7 6 4 $ 1 5 5 , 8 9 8 . 7 9

4.1 0 $-

4.2 1 2 25 52 220 9 309 $ 61,552.57

4.3 2 32 72 240 9 355 $ 71,250.47

4.4 2 8 18 50 4 82 $ 16,857.91

4.5 2 6 6 4 18 $ 6,237.84
0% 1% 1% 1% 0% 9% 19% 67% 3%
Task 5 000 04092 1 5 $ 3 , 0 2 7 . 6 8

5.1 4 9 2 15 $ 3,027.68
0% 0% 0% 0% 0% 27% 0% 60% 13%
Task 6 020 0 1 8 094 3 3 $ 8 , 0 5 6 . 2 3

6.1 2 18 9 4 33 $ 8,056.23
0% 6% 0% 0% 0% 55% 0% 27% 12%
Task 7 0 4 0 0 20 8 20 4 56 $ 13,313.63

7.1 4 20 8 20 4 56 $ 13,313.63
0% 7% 0% 0% 0% 36% 14% 36% 7%
Task 8 020 080 1 4 8 3 2 $ 6 , 7 2 1 . 9 7

8.1 2 8 14 8 32 $ 6,721.97
0% 6% 0% 0% 25% 0% 44% 25%
Task 9 000002040 6 $ 1 , 2 9 4 . 0 8

9.1 2 4 6 $ 1,294.08
0% 0% 0% 0% 0% 33% 0% 67% 0%
1 16 7 6 0 163 165 693 44 1095
$365.78 $7,185.09 $2,555.69 $2,041.69 $0.00 $45,127.59 $36,496.61 $128,269.21 $5,597.26 $ 227,638.92 $ 121,137.03
$ 5,515.00
$ 750.00
$ 500.00
DBE $ 82,838.35
DBE $ 9,000.00
DBE
$ 22,533.68
$ 348,775.95
DBE % 23.8%
Background Research
Background Research
CITY OF STOCKTON, Rev 2 - June 30, 2025
El Dorado Street Pedestrian and Bicyclist Safety Connectivity Federal Project No. HSIP-5008(210), City Project No. WT23039 Kimley-Horn and Associates, Inc.

Sr.

Professional II
Sr.

Professional I Professional Analyst Project
Support
TOTAL
HOURS
TOTAL
COST
Task 2 Percentage of Work
Utility Coordination
Utility Coordination
Task 1 Percentage of Work
Environmental Services
CIA Memo
Hazardous Materials/Waste
Plans, Specifications, and Estimate (PS&E)
30% PS&E
65% PS&E
95% PS&E
100% PS&E
Quality Control
Task 3 Percentage of Work
Task 5 Percentage of Work
Coordination/Meetings
Coordination/Meetings
Task 4 Percentage of Work
Public Outreach
Public Outreach
Design Support During Construction
Design Support During Construction
Task 6 Percentage of Work
Task 8 Percentage of Work
Preserving and Perpetuating Survey Monuments
Preserving and Perpetuating Survey Monuments
Task 7 Percentage of Work
As-Built Drawings
As-Built Drawings
Task 8 Percentage of Work
Outside Printing/Courier Services
UNICO Engineering
Pothole (Assume 2 @ $4500/EA)
Wiltec (Traffic Counts)
H.T. Harvey & Associates
TOTAL COST:

TOTAL HOURS
Subtotal Labor:

Other Direct Costs
Escalation
Travel/Mileage

EXHIBIT B

EXHIBIT 1
Summary of changes:
-Removed the utility locating sub (KH will assume this role), reduced the total number of potholes to 2 (just for new poles at the intersection of 8th and El Dorado), reduced the fee on the survey sub (refined scope for topographic survey limits), removed traffic counts sub (City will provide required traffic counts). reallocated staff hours to create a better balance between senior and junior staff. Removed 30% submittal Design assumptions - Demo sheets: at 40 scale, not 20; Paving sheets: prepare at 95% submittal; Curb ramp/bulbouts: minimal annotations at 65% where we confirm grading works
ID Task Name Start Finish Duration
1 NTP (assumed after City Council approval) Tue 9/16/25 Tue 9/16/25 0 days 2 Task 4: Coordination and Meetings Tue 9/16/25 Fri 3/12/27 389 days 3 Project Management and Administration Tue 9/16/25 Fri 3/12/27 389 days 4 Project Kick-off Meeting Wed 9/24/25 Wed 9/24/25 0 days 5 Project Meetings Thu 9/25/25 Fri 4/3/26 137 days
6 Task 1: Background Research Thu 10/2/25 Wed 1/28/26 85 days 7 Field Review Thu 10/2/25 Wed 10/8/25 5 days
8 Utility Letter A Thu 11/27/25 Wed 12/3/25 5 days
9 Utility Letter B Thu 12/4/25 Wed
12/10/25
5 days
10 Utility Letter C Thu 1/22/26 Wed 1/28/26 5 days
11 Potholing Thu 12/18/25 Wed
12/31/25
10 days
12 Task 2: Environmental Services Thu 10/2/25 Wed
12/10/25
50 days
13 NEPA Clearance Thu 10/2/25 Wed
11/26/25
40 days
14 CEQA Clearance Thu 11/27/25 Wed
12/10/25
10 days
15 Task 3: Plans, Specifications and Estimates (PS&E) Thu 10/9/25 Fri 5/8/26 152 days 16 Prepare 30% PS&E Thu 10/9/25 Wed
10/22/25
10 days
17 City Review Thu 10/23/25 Wed 11/5/25 10 days
18 Prepare 65% PS&E Thu 11/6/25 Wed
11/26/25
15 days
19 City Review Thu 11/27/25 Wed
12/17/25
15 days
20 Prepare 95% PS&E Thu 1/1/26 Wed 1/21/26 15 days
21 City Review Thu 1/22/26 Wed 2/25/26 25 days
22 Right-of-Way Certification (to City) Mon 2/2/26 Fri 2/6/26 5 days 23 Right-of-Way Certification Submittal to Caltrans (by City)
Fri 2/6/26 Fri 2/6/26 0 days
24 Right-of-Way Certification Review (by Caltrans) Mon 2/9/26 Fri 2/20/26 10 days 25 RFA Submittal by City (to Caltrans) Mon 2/23/26 Fri 3/6/26 10 days 26 E-76 for Construction (anticipated) Mon 3/9/26 Fri 4/3/26 20 days 27 Prepare 100% Check Print Mon 4/6/26 Fri 4/17/26 10 days 28 City Review Mon 4/20/26 Fri 5/1/26 10 days
29 100% Complete (mylars) Mon 5/4/26 Fri 5/8/26 5 days
30 Task 5: Public Outreach Thu 10/23/25 Thu 1/22/26 66 days 31 Meeting #1 Thu 10/23/25 Thu 10/23/25 1 day
32 Meeting #2 Thu 1/22/26 Thu 1/22/26 1 day
33 Task 5: Design Support During Construction Mon 5/25/26 Fri 6/11/27 275 days 34 Bidding Support (Project Advertisement) Mon 5/25/26 Fri 7/3/26 30 days 35 Construction Contract Award (anticipated) Fri 9/25/26 Fri 9/25/26 0 days 36 Construction NTP (anticipated) Fri 12/18/26 Fri 12/18/26 0 days 37 Construction Support (assumed) Mon 12/21/26 Fri 6/4/27 120 days 38 As-Built Drawings Mon 6/7/27 Fri 6/11/27 5 days
39 Task 6: Preserving & Perpetuating Survey Monuments Thu 10/9/25 Fri 6/11/27 437 days 40 Conduct Topographic Survey Thu 10/9/25 Wed
10/22/25
10 days
41 Preserving and Perpetuating Survey Monuments Mon 6/7/27 Fri 6/11/27 5 days NTP (assumed after City Council approval)
Project Kick-off Meeting
Utility Letter A
Utility Letter B
Utility Letter C
NEPA Clearance
CEQA Clearance
Prepare 30% PS&E
City Review
Prepare 65% PS&E
City Review
Prepare 95% PS&E
City Review
Right-of-Way Certification (to City)
Right-of-Way Certification Submittal to Caltrans (by City) Right-of-Way Certification Review (by Caltrans)
RFA Submittal by City (to Caltrans)
E-76 for Construction (anticipated)
Prepare 100% Check Print
City Review
100% Complete (mylars)
Meeting #1
Meeting #2
Construction Contract Award (anticipated)
Construction NTP (anticipated)
As-Built Drawings
Sep '25 Oct '25 Nov '25 Dec '25 Jan '26 Feb '26 Mar '26 Apr '26 May '26 Jun '26 Jul '26 Aug '26 Sep '26 Oct '26 Nov '26 Dec '26 Jan '27 Feb '27 Mar '27 Apr '27 May '27 Jun '27

EXHIBIT C

EXHIBIT 1
REV 2024-03-25
Insurance Requirements
(Professional Services)
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

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

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

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $5,000,000 per occurrence or claim, $5,000,000 aggregate.

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

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

EXHIBIT D

EXHIBIT 1
REV 2024-03-25
AAdditional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

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

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

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this

EXHIBIT D

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REV 2024-03-25
provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

SSelf-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 w ith another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage

EXHIBIT D

EXHIBIT 1
REV 2024-03-25
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.

SSubcontractors
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

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APPENDIX A of the Title VI Assurances
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.
b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment.

CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreements, Incl uding Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notiÞed by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

EXHIBIT F

EXHIBIT 1
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or ii. cancellation, termination or suspension of the Agreement, in whole or in part. Page 34 of 39 May 2023 Local Assistance Procedures Manual Exhibit 10-R A&E Boilerplate Agreement Language
f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

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

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EXHIBIT 1
Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

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

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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 activ ities (20 U.S.C. 1681 et seq).

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

May 2023
+Federal-Aid Consultant Contract Provisions

EL DORADO STREET PEDESTRIAN BICYCLIST SAFETY CONNECTIVITY City Project No. WT23039/Federal-Aid Project No. HSIP-5008(210)

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

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

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Local Assistance Procedures Manual Exhibit 10-R
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ARTICLE XXII CONTINGENT FEE ......................................................................................................... 29 ARTICLE XXIII DISPUTES ..................................................................................................................... 30 ARTICLE XXIV INSPECTION OF WORK ............................................................................................... 30 ARTICLE XXV SAFETY ......................................................................................................................... 30 ARTICLE XXVI OWNERSHIP OF DATA ................................................................................................ 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR .............. 31 ARTICLE XXVIII CONFIDENTIALITY OF DATA .................................................................................... 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION....................................... 32 ARTICLE XXX EVALUATION OF CONSULTANT ................................................................................. 33 ARTICLE XXXI PROMPT PAYMENT ..................................................................................................... 33 ARTICLE XXXII TITLE VI ASSURANCES ............................................................................................. 33 ARTICLE XXXIII NOTIFICATION ........................................................................................................... 38 ARTICLE XXXIV CONTRACT ................................................................................................................ 38 ARTICLE XXXV SIGNATURES .............................................................................................................. 39

Additional California Department of Transportation (Caltrans) Exhibits Incorporated:

Exhibit 10-O2 “Consultant Contract Dis advantaged Business Enterprise Commitment”

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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:

KIMLEY-HORN AND ASSOCIATES, INC.

Incorporated in the State of CALIFORNIA
The Project Manager for the “CONSULTANT” will be
KEVIN AGUIGUI The name of the “LOCAL AGENCY” is as
follows:

CITY OF STOCKTON

The Contract Administrator for LOCAL AGENCY will be ZULEMA RODRIGUEZ

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 06/30/2025. 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 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.

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Local Assistance Procedures Manual Exhibit 10-R
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G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

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

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

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

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

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

ARTICLE III STATEMENT OF WORK
A. CONSULTANT Services
See Exhibit A, Scope of Services of the Professional Services Contract.

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

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

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

E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work
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

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Local Assistance Procedures Manual Exhibit 10-R
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CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.

H. CONSULTANT Services During Construction
The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

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

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

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on 09/09/2025, 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 09/30/2027, unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY. [Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.]

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

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Local Assistance Procedures Manual Exhibit 10-R
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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 $348,775.95. 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
22 E. WEBER AVENUE, ROOM 301, STOCKTON, CA 95202

I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $348,775.95.

J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

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

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Local Assistance Procedures Manual Exhibit 10-R
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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.

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Local Assistance Procedures Manual Exhibit 10-R
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ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

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

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.

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Local Assistance Procedures Manual Exhibit 10-R
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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

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

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

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

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons 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 subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

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

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

F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount 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 regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non- DBE subconsultants.

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.

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

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

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

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

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

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

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

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or

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Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

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

c. The public shall not be given access to certified payroll records by the CONSULTANT.

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

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

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

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

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LOCAL AGENCY Contract Administrator.

F. Penalty

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

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

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

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

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

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

H. Employment of Apprentices

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

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

Penalties are specified in Labor Code §1777.7.

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

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Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

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

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

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

FOR LOBBYING

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

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

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

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

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

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

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and

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veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

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

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therewith in the capacity of owner, partner, director, officer or manager:

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

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

3. Does not have a proposed debarment pending; and

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

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

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

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

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

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.  60 percent counts if the materials or supplies are purchased from a DBE regular dealer.  Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer."

This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

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B. The goal for DBE participation for this AGREEMENT is 23 %. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. The LOCAL AGENCY determines other documented good cause.

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

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

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

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
 One or more above listed justifiable reasons along with supporting documentation.  CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice  The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

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

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

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

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

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.

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b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
 Description of scope of work and cost proposal

 Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
 Revised Exhibit 10-O2: Consultant Contract DBE Commitment

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

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

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

The LOCAL AGENCY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

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

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

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

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

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

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

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

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

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
 Subcontract agreement with the DBE
 Purchase orders
 Bills of lading
 Invoices
 Proof of payment

CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations

EXHIBIT G

EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY

these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

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

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

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
 Proof of ownership or lease and rental agreements for equipment  Tax records
 Employee rosters
 Certified payroll records
 Inventory rosters

Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

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

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

EXHIBIT G

EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

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

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

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

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

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

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

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

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.

EXHIBIT G

EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

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

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

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

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

ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

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

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

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

EXHIBIT G

EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

construction project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not 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

EXHIBIT G

EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

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 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.

EXHIBIT G

EXHIBIT 1
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

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

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

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

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

ARTICLE XXXII TITLE VI ASSURANCES
Refer to the Professional Services Contract

ARTICLE XXXIII NOTIFICATION
Refer to the Professional Services Contract

ARTICLE XXXIV CONTRACT
Refer to the Professional Services Contract

ARTICLE XXXV SIGNATURES
Refer to the Professional Services Contract

EXHIBIT G

EXHIBIT 1
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EXHIBIT 1
7/10/25
John Pulliam, PE 650.239.0071
Associate