Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23)
PROFESSIONAL SERVICES CONTRACT
(for federal aid projects)
T
HIS CONTRACT is entered into this day of 2026, between the CITY OF STOCKTON, a municipal corporation (“City ”), and W- TRANS whose address is 490 MENDOCINO AVE, STE 201, SANTA ROSA, CA 9540 1 (“Consultant”) for the SYSTEMIC INTERSECTION SAFETY IMPROVEMENTS, PROJECT NO.
WT25052/FEDERAL PROJECT NO. HSIPL -5008(226), hereinafter referred to as “Project”.
RE
CITALS
A. C
onsultant represents that it is licensed in the State of California and is qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.
B. C
ity finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Contract.
NO
W THEREFORE , in consideration of the mutual promises, covenants and conditions in this Contract, City and Consultant agree as follows:
1. SC
OPE OF SERVICES . Subject to the terms and conditions set forth in this Contract, Consultant shall undertake and complete the services described in EXHIBIT A. Consultant shall provide said services at the time, place, and in the manner specified in EXHIBIT A and compatible with the standards of the profession. Consultant agrees that it shall produce a fully complete project that is acceptable to the City.
2. CO
MPENSATION. City shall pay Consultant for services outlined in EXHIBIT A according to the fee not to exceed the schedule detailed in EXHIBIT B, which is attached to this Contract and incorporated by this reference. Consultant agrees this fee is for full remuneration for performing all services and furnishing all staffing and materials called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbursement for costs shall not exc eed $277,219.06 or as otherwise mutually agreed to in a Contract Amendment.
3. I
NSURANCE. During the term of this Contract, Consultant shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached EXHIBIT D and shall otherwise comply with the other provisions of EXHIBIT D.
4. I
NDEMNITY 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
ATTACHMENT B
Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23) 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. S
CHEDULE AND TERM. Consultant shall perform the scope of work as described in EXHIBIT A according to the schedule detailed in EXHIBIT C, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire o n December 31, 2030 , unless extended by mutual agreement through the issuance of a Contract Amendment. a. I
nvoices 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. U
pon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.
6. CO
NFORMANCE TO APPLICABLE LAWS. Consultant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
a. TI
TLE VI
T
itle VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any progr am or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm.
T
he City of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
ATTACHMENT B
Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23) b. DISCRIMINATION AND HARASSMENT POLICY
T
he City of Stockton has a Discrimination and Harassment Policy (EXHIBIT E). The purpose of this policy is to reaffirm the City’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. L
ABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
T
he 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
C
onsultant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.
i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.
The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in good readable condition for the duration of the work.
ii. S
hould the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and
ATTACHMENT B
Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23) or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City , reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by Consultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. P
AYROLL RECORDS The Consultant to whom the contract is awarded shall ensure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records.
A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv
. APPRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job. e. APPEN
DIX A AND E OF THE TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the Appendix 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. RI
GHTS 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
ATTACHMENT B
Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23) 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. OB
LIGATIONS OF CONSULTANT. Throughout the term of this Contract, Consultant represents and warrants that it has or will have at the time this Con tract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the Consultant to practice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals. Consultant shall meet with the Public Works Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
9. O
WNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Contract and shall not be disclosed to anyone not connected with these services unless the City expressly provides prior written consent.
10. CO
NTRACT AMENDMENTS. City reserves the right to make such alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant.
Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.
11. T
ERMINATION. The City may terminate this Contract upon thirty (30) calendar days written notice to Consultant with the reason for termination stated in the notice. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.
12. CO
NSULTANT STATUS. In performing the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consul tant
ATTACHMENT B
Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23) shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant.
The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them. a. I
f in the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
i. I
t is further understood and agreed that Consultant must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. A
s an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.
13. AS
SIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.
14. HE
ADINGS NOT CONTROLLING. Headings used in the Contract are for reference purposes only and shall not be considered in construing this Contract.
15. NO
TICES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:
T
o Consultant: W-Trans To City: Public Works Director
490 Mendocino Ave City of Stockton
Suite 201 501 W Weber Ave, Bldg 2
Santa Rosa, CA 95401 Stockton, CA 95203
16. L
ICENSES, CERTIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to the Consultant’s engaging in any operation or activity set forth in this Contract, Consultant shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. Consultant
ATTACHMENT B
Professional Services Contract – W- Trans – Systemic Intersection Safety Improvements, Project No.
WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23) covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.
17. RE
CORDS AND AUDITS. City reserves the right to periodically audit all charges made by Consultant to City for services under this Contract. Upon request, Consultant agrees to furnish City, or a designated representative, with necessary information and assistance.
C
onsultant agrees that City or its delegate shall have the right to review, obtain, and copy all records pertaining to performance of the Contract. Consultant agrees to provide City or its delegate with any relevant information requested, and shall permit City or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Contract. Consultant agrees to maintain such records for a period of three years from the date that final payment is made.
18. CO
NFIDENTIALITY. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
19. CO
NFLICTS OF INTEREST. Consultant covenants that other than this Contract, Consultant has no financial interest with any official, employee, or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Contract. If such an interest arises, Consultant will immediately notify City.
20. W
AIVER. In the event either City or Consultant at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.
21. G
OVERNING LAW. California law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.
22. NO
PERSONAL LIABILITY. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant.
23. INTEGRATION AND MODIFICATION. The response by Consultant to the Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant and City, supersedes all prior negotiations, representations, or agreements, either written
ATTACHMENT B
Professional Services Contract – W-Trans – Systemic Intersection Safety, Project No. WT25052/Federal Project No. HSIPL-5008(226) (Updated 10/18/23)
or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.
24. FEDERAL PROVISIONS. Consultant shall comply with the Federal Aid Consultant Contract Provisions which are attached hereto as EXHIBIT G and incorporated herein by this reference.
25. SEVERABILITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation of law or agreement of the parties, the remainder of the provisions or terms not expressly declared void shall remain enforceable and in full effect.
26. THIRD PARTY RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than City and Consultant.
27. AUTHORITY. The undersigned hereby represent and warrant that they are authorized by the parties to execute this Contract.
IN WITNESS WHEREOF: the parties have executed this Contract the day and year first hereinabove written.
CITY OF STOCKTON W-TRANS
By: By:
JOHNNY FORD Signature
CIT
Y MANAGER
ATTEST:
Print Name
By: ______
_
KATHERINE ROLAND, CMC, CPMC Title:
CITY CLERK
APPRO
VED AS TO FORM:
By: _
DEPUTY CITY ATTORNEY
Mark Spencer
President, Senior Principal
ATTACHMENT B
Detailed Work Plan
W-Trans has standardized procedures that we have successfully used for on numerous on-call assignments.
Approach and Management Plan
Task 1 Background Research
Task
1.1 Field Review
The W-Trans Team will conduct field reconnaissance of the project area, review and verify the location and type of exis
ting improvements, equipment, bus zone locations, intersection geometrics, posted speed limits, and bus route movements.
Task 1.2 Survey, Base Plans, Assessment
Siegfried will conduct a topographic survey of the project area for the three intersections. Siegfried will review any exis
ting topographic mapping, and roadway as built plans received from the City.
Topographic surveys and digital CAD mapping services will be prepared by Siegfried. Their general scope of work includes the following.
1. Completion of right-of-way/parcel research, computations, drafting, and land surveying.
2. Field crews will locate relevant, existing street monuments and property corners (if any) near the project street intersections and subject parcels to help in the determination of the property/right-of-way lines for the various street rights-of-way as available and as recorded. The field crew will set survey control points that can be used in future phases of the project. Unless otherwise directed, this survey project will be delivered in CA State Plane Coordinates NAD 83 with a basis of elevations based on long-occupation post-processed static GPS data adjusted to NAVD 1988.
3. Siegfried will perform a design-grade topographic survey of the various items, features, and improvements at the project intersections.
4. Survey Monuments as identified in the Public Record, as found or available, will be identified to help establish the limits of the right-of-way.
5. Siegfried will include in the topographic survey all visible above-ground utilities along the route such as drainage structures, inlets, manholes, vaults, risers, meters, boxes, utility poles/guy anchors, and transformers. Additional features within ten (10) feet behind the sidewalk will be captured. Topographic spot elevations on various structures and features may include parking markings, sidewalks, utilities, trees, benches, walls, AC pathways, bollards, etc. Rim and invert elevations will be captured for all underground and above ground utilities.
6. Siegfried will include general grades and spot elevations in/on/along the adjacent parcels/ driveways to demonstrate the direction of surface drainage flows being toward or away from the street.
7. Siegfried will establish a survey control network for all topography work.
8. Siegfried will compute and prepare scale digital maps in AutoCAD (.dwg) drawing file format depicting the topographic features/existing conditions and right-of-way data obtained for this project. The Digital Mapping files will include right-of-way lines (as determined), survey point data, linework, symbols, structures, labels, spot elevations and contour lines.
Proposal to Provide Professional Services for the Systemic Intersection Safety Improvements City Project No. WT25052 | Federal Project No. HSIPL-5008(226) 9 EXHIBIT A
ATTACHMENT B
Task 2 Environmental Services (NEPA and CEQA Analysis)
Task 2.1 – Preliminary Environmental Assessment Form
ESA will prepare a Preliminary Environmental Study (PES) form in accordance with the requirements of the Local Assistance Pro
cedures Manual (LAPM), Chapter 6. Once the design team and City have approved the Draft PES, the Draft PES will be submitted to the Caltrans District 10 Local Assistance team. Following Caltrans review of the PES Form, ESA will prepare any needed revisions to the Draft PES and submit it to Caltrans for final approval.
Deliverables:
- Preliminary Environmental Study Form
Su
btask 2.1.1 – Coordination/Meetings
ESA will support the W-Trans team for environmental elements of Project Management activities, including meeting att
endance and environmental elements of the project schedule, monthly status reports and updates, and budget management.
ESA assumes meeting participation as follows:
• Project Kick-off meeting via Zoom/Teams with ESA Project Manager and Project Director. • Project Development Team Meetings: up to one virtual, 1.5-hour meeting with Project Manager. • Focus Meetings: up to one virtual, 1-hour meeting with Project Manager and and/or technical specialist.
Deliverables:
- ESA staff meeting attendance.
- Environmental elements of project schedule, monthly status reports and budget management, including monthly invoices with environmental Progress Reports.
ASSUMPTIONS:
• No F
ield Review meeting will be required, either in-person or virtually. • Caltrans will determine that the project is exempt from federal conformity under 40 CFR 3.126 – Table 2 Exempt Projects: Safety, and will prepare a Caltrans Transportation Air Quality Conformity Findings Checklist for the project; PM10/PM2.5 Interagency Consultation to address Air Quality and Conformity would not be required. • All project locations are in flood hazard Zone X; therefore, completion of a Location Hydraulic Study or Location Hydraulic Study Memo would not be required.
• Unless otherwise specified, each deliverable will be reviewed up to four times as follows: 1) design team/prime review; 2) City of Stockton staff review; 3) Caltrans first review; 4) Caltrans final review/approval. Reviews by multiple people/divisions within each agency will be consolidated into a single, compiled set of reviews for each agency before providing comments to ESA.
• To ensure efficient completion of the PES Form, preparation of the PES Form would be initiated following completion of at least GAD-level design, or preferably 30% level design. Should project footprint, design plans or project description elements change after the first submittal of the Draft PES for City review, ESA is available to complete additional PES Form revisions and reviews under an amended agreement. • All deliverables will be provided in electronic format, unless otherwise specified. Electronic format will include PDF and/or Microsoft Word. Accessible formatting pursuant to the Revised Section 508 standards of the federal Rehabilitation Act of 1973 will not be required.
• No technical memorandums or studies are part of the scope. • The duration of ESA’s project management and invoicing period is 12 months.
EXHIBIT A
ATTACHMENT B
• Technical reports and consultations will be completed pursuant to Caltrans templates and applicable guidance and regulations current as of the date of this proposal submittal (March 2026). If guidance or regulations that affect ESA’s scope of work change prior to final approval of documents, ESA will notify W-Trans and the City of Stockton immediately and additional services will be provided under an amended contract. • The duration of ESA’s project management and invoicing period is 12 months.
Task 3 Utility Coordination
Siegfried will perform utility investigations and coordination with utility owners throughout the project development pro
cess. Siegfried will meet and work with all pertinent utilities to identify utility conflicts, coordinate utility plan reviews, conduct necessary coordination meetings, and locate improvements as required to facilitate utility relocations. All utility coordination will be in accordance with Caltrans “Manual on High and Low Risk Underground Facility within Highway Rights of Way.” Utility letters and project location exhibits will be prepared.
They will be present at all necessary meetings with each utility owner. This includes the following:
• A project limits map will be prepared and utility information requested from each utility owner within the area of work.
Task 3.1 Utility A, B & C Letters
• Uti
lity Letters “A” will be prepared during the preliminary design phase for City to review and approve prior t o transmitting to the affected utility owners. Information on existing utilities obtained as a result of the “A” letters will be transferred to base maps in both plan and profile view. A copy of the utility data obtained from utility owners will be provided to the City.
• Utility Letters “B” will be prepared during the 60% design phase for City to review and approve prior t o transmitting to the affected utility owners. Two sets of half-sized 60% plans will be provided to each utility owner as an attachment to the letter. The letter will request that utility owners verify any utility conflicts with proposed improvements and indicate whether any future utilities are proposed in the area that may require accommodation through the improved area. Information on existing utilities obtained as a result of the “B” letters will be used to determine potential utility conflicts and to resolve the conflicts identified. A copy of the utility data obtained from utility owners will be provided to the City. • Utility Letters “C” will
be prepared during the 100% design phase for City to review and approve prior t o transmitting to the affected utility owners. Two sets of half-sized 100% plans will be provided to each utility owner as an attachment to the letter. The letter will indicate to the utility owners whether any changes have been made to the project plans since the Utility Letter “B” and will request written confirmation of utility relocations and utility relocation schedule. A copy of the utility data obtained from utility owners will be provided to the City.
Utility companies will be met with as needed to ensure that conflicts are identified, and relocations performed if necessary.
Siegfried will research available maps and deeds to plot the street right of way in the area of the improvements. Said right of way will be provided in CAD and tied via surveyed monuments to the topographic survey. The field survey and drawings will allow Siegfried to sign the right of way certification. The scope does not include title reports, records or survey, corner records, or mapping.
Task 3.2 Utility Locating
A potholing budget for utilities has been included for one of the two following scenarios:
• Sie
gfried will deploy nondestructive utility locating for 2 full days focusing on the areas where improvements are planned to be built below the subgrade of the sidewalks.
Proposal to Provide Professional Services for the Systemic Intersection Safety Improvements C
ity Project No. WT25052 | Federal Project No. HSIPL-5008(226) 12 EXHIBIT A
ATTACHMENT B
• Siegfried will deploy a utility locating company at specific high risk areas of concern and provide up to 4 shallow (less than 6 feet deep potholes in AC or soil. Potholes in concrete will require additional fees or a reduction of the number of potholes.
Task 4 Plans, Specifications, and Estimate
Base plans will be prepared using the survey data supplemented by field notes and measurements. Plans will be pre
pared for the various aspects of the design at the 30%, 65% and 90% completion levels, as indicated below.
Submissions will be via electronic media only, formatted for printing on paper 11 x 17 inches or a full-sized 22 x 34 inches plan sheet.
Task 4.1 30% Design
Existing and new poles, cabinets, vehicle and pedestrian heads, vehicle and bicycle detection, pre-emption equipment, and
streetlights will be included on the plans for the traffic signal modifications. A traffic signal modification layout sheet will be prepared for each intersection. For this submittal, the pole and equipment schedule will be completed.
The conductor schedule will be completed at the 60% submittal stage.
Striping and signing plans will be prepared to show the striping and signage modifications. Details, notes, and legends will be provided on the striping and signing plans.
Paving layouts for the ramps will be shown on a paving layout plan at a 1”=20’ scale. Drainage and grading design will be shown in the 65% submittal.
An Engineer’s Preliminary construction cost estimate will be prepared for the quantities shown on the plans.
Deliverable: Elec
tronic .pdf of the plans and construction cost estimate.
Task 4.2 65% Design
Siegfried will prepare a set of civil engineering construction drawings based on their topographic survey and civil imp
rovement work. The drawings will incorporate the contact information and general notes required to perform the work for the improvements, a site Grading and Drainage Plan reflecting the plan view location of curb lines and accessible ramps, and an Erosion and Sediment Control Plan containing temporary measures to protect stormwater during construction. The Civil Plans will contain stationing and control based on the topography and an assumed baseline.
W-Trans will prepare the traffic signal modification sheets, conductor and pole and equipment schedule and details for the improvements shown.
Technical specifications outline will be prepared based on the Caltrans Special Provisions A cost estimate will be provided based on the quantities identified in each plan set.
A matrix of comments will be developed, including the comment, commenter, responder, and response.
Deliverables: The p
lans, technical specifications, and cost estimate will be submitted electronically. Plan sheets to be submitted include a Title Sheet, traffic signal plan sheets, traffic signal equipment schedules sheets, striping sheets, civil design sheets, grading and drainage, and erosion and sediment control.
Task 4.3 90% Design
Based on the comments received from the City on the 65% submittal, W-Trans Team will review and incorporate the
comments into the 90% PS&E submittal. A response to comments matrix will be developed, including the Proposal to Provide Professional Services for the Systemic Intersection Safety Improvements City Project No. WT25052 | Federal Project No. HSIPL-5008(226) 13 EXHIBIT A
ATTACHMENT B
comment, commenter, responder, and response. Technical specifications will be prepared based on the Caltrans Special Provisions and City signal technical specifications.
Deliverables: The p lans, technical specifications, and cost estimate will be submitted electronically, response to comments matrix.
Task 4.4 100% Design
Final (100% submittal) PS&E will be prepared, including all information previously identified and modified to inco
rporate changes based on comments from City staff on the 90% plans. At this stage, it is assumed the comments will be minor editorial comments in nature. The plans will be submitted electronically in native format as well as pdf and on full-size (24”x36”) plots; the plots will be on mylar and will be signed. A cover sheet will be provided for the specifications with the engineer’s stamp and signature, and the cost estimate will be provided electronically.
Task 4.5 Quality control
The Principal in Charge will provide the City with a signed Quality Control checklist at the time of each deliverable sub
mittal, which will ensure conformance to Caltrans Standard Plans and City Standards.
Task 5 Public Outreach
Tas
k 5.1 Community Engagement
A community meeting will be held to provide area residents and other stakeholders with an overview of the pro
posed project, to identify any concerns, and to solicit comments. The process and responsibilities will be similar to the community meeting organized by W-Trans for the development of the 8 th Street-Houston-Manthey Active Transportation Program (ATP) grant application. W-Trans will develop, print, and mail notifications to approximately 2,000 residents in the vicinity of the project. Addresses for the recipients of the mailers will be provided by the City.
W-Trans will work with staff to identify and assemble a contact list of stakeholders, including but not limited to those identified in the RFP. Resident notifications would be distributed by third class mail and stakeholder notifications by first class mail. Notification of the meeting could also be distributed via the City web site, social media, and other communications such as electronic newsletters. W-Trans will work with staff to identify a preferred meeting location and will handle meeting logistics, including reserving the meeting space and providing any necessary equipment and materials.
If desired by the City, in addition to the mail and email notifications, W-Trans could develop a flyer advertising the meeting to be posted at strategic locations in the project vicinity; such flyers would need to be posted by staff.
Meeting notifications and flyers will be prepared in both English and Spanish.
A summary meeting report will be prepared, including a list of meeting attendees, comments collected at the meeting, as well as key issues and follow-up items.
Task 6 Coordination/Meetings
Task 6.1 Kickoff Meeting
The W-Trans Team will hold a virtual kickoff meeting with the City to go over the scope, schedule, and budget.
Pro
ject team members will be introduced as well as protocols for communication during the project.
Task 6.2 Coordination/Meetings
Meetings will be held with City Staff at the following milestones: project initiation/kick-off, pre-construction, during cons
truction and post construction. Meetings will be held via Microsoft Teams with a schedule being sent out to all participants at least two (2) days prior. Microsoft Project will be used to track each the project schedule which will include tasks, duration, milestones, assignments, critical paths, successors, predecessors, and other relevant data.
The project schedule will be maintained and updated monthly throughout the PS&E phase of the project.
Proposal to Provide Professional Services for the Systemic Intersection Safety Improvements C
ity Project No. WT25052 | Federal Project No. HSIPL-5008(226) 14 EXHIBIT A
ATTACHMENT B
Task 7 Design Support During Construction
Task 7.1 Services Prior to Construction
The Project Engineer will be available to respond to questions and requests for information during the bidding phas
e of the project.
The Project Engineer will respond to issues that arise during the bid process and prepare addendums to the bid documents if necessary.
Task 7.2 Services During Construction
The Project Engineer will be available to review submittals to determine if materials meet the specifications and res
pond to questions from the Contractor and altering project plans to address any design changes needed. Note that no field visits are included in this scope of work. We have allocated 40 hours of the Project Engineer to assist the City during construction. Additional hours needed can be added through an amendment to the contract.
Task 8 As-built Drawings
The Project Engineer will prepare a complete set of as built drawings in AutoCAD upon receipt of red-lines from the cont
ractor. Changes will also be reflected on the mylars by a new printed sheet.
Task 9 and Perpetuating Survey Monuments
Siegfried will identify, list and show existing survey monuments on the construction plans. The PS&E package will cont
ain language about preserving all monumentation affected by the work being performed in accordance with Section 8771 of the Professional Land Surveyors Act in the Business and Professionals Code of the State of California.
Task 10 Rights of Entry
Siegfried will assist the City in obtaining rights of entry documentation from property owners where work is required on t
heir property. They will prepare letters to send property owners and any exhibits needed to adequately portray the work to be done. The City will mail the letters with any exhibits and a right of entry form.
Proposal to Provide Professional Services for the Systemic Intersection Safety Improvements City Project No.
WT25052 | Federal Project No. HSIPL-5008(226)
15 EXHIBIT A
ATTACHMENT B
Project Number: STO039 Client: City of Stockton
Contact:
Email:
5/8/2026 Systemic Pedestrian Safety Improvements
Admin Siegfried ESA
TASK Total AP BDB AM CL 3 Miles Misc
Dollars 315.40 $ 224.49 $ 208.93 $ 162.74 $ 146.08 $ 0.77$ LS Task 1 Background Research
1.1 Field Review 3,529.83$ 9 9 240
1.2 Survey, Base Plans, Assessment 24,671.44$ 8 23,000$
1.3.1 Data Collection -$
Task 2 Environmental Services
2.1 Preliminary Environmental Assesment Form 14,515.00$ 1,000$ 13,515.00$ Task 3 Utility Coordination
3.2 Utility Locating 25,000.00$ 25,000$
Task 4 PS&E
4.1 30% Design 32,247.28$ 16 24 40 2 240 200 15,000$
4.2 60% Design 53,948.76$ 30 60 100 2 240 200 15,000$
4.3 90% Design 36,368.16$ 24 40 60 2 240 200 10,000$
4.4 100% Design 26,718.00$ 16 40 60 550 3,000$
4.5 Quality Control 2,000.00$ 2,000$
Task 5 Public Outreach
5.1 Public Outreach Plan 15,983.54$ 10 18 16 8 360 3000 1,000$ Task 6 Coordination/Meetings
6.1 Kickoff meeting 816.49$ 1 1 2
6.2 Coordination/Meetings 13,410.64$ 8 8 3,000$ 6,216.00$ Task 7 Design Support During Construction
7.1 Services Prior to Construction 2,302.24$ 2 8
7.2 Services During Construction 12,988.00$ 2 40 4,000$ Task 8 As-Built Drawings
8.1 Final as-built drawings 5,590.68$ 1 8 16 1,000$
Task 9 Preserving and Perpetuating Survey Monuments
8.1 Survey Monument Preservation Form 3,500.00$ 3,500$ Task 10 Rights of Entry
10.1 Rights of Entry Letters 500.00$ 500$
Total hrs 110 18 262 285 16 1,016.40$ 4,150.00$ 107,000.00$ 19,731.00$ Subtotal 274,090.06$
Year 1 = 50% Work
Year 2 = 45% Work. Amount of Labor difference with 4% escalation in W-Trans labor rates 3,129.00$ 150,488.06$ W-Trans Year 3 = 5% Work Total Fee Estimate 277,219.06$ 107,000.00$ Siegfried 19,731.00$ ESA
277,219.06$ TOTAL
Expenses
EXHIBIT B
ATTACHMENT B
City of Stockton
System Intersection Safety Improvements
City Project No. WT25052 | Federal Project No. HSIPL-5008 (226) Paul
Schneider Seth Warren Kevin
Genasci John Fadden Joise Fong Manny
Debranca
Ytahane El
Kheidi Dalton Reed Scott Soares
Principal &
QA/QC
Prinicipal Civil
PM
Principal
Survey
Project
Engineer Engineer II Surveyor II Engineer I Technician II Party Chief Direct Salary $98.50 $98.50 $98.50 $56.74 $41.50 $38.50 $38.50 $25.25 $84.00 Overhead 115.01% 115.01% 115.01% 115.01% 115.01% 115.01% 115.01% 115.01% 115.01% Fringe 68.31% 68.31% 68.31% 68.31% 68.31% 68.31% 68.31% 68.31% 68.31% Profit 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% Billing Rate $306.98 $306.98 $306.98 $176.83 $129.34 $119.99 $119.99 $78.69 $261.79 1 Project Management 2 8 10 3,070$
2 Background Research, Field Investigation, and Permitting 2 6 16 40 40 104 20,987$ 3 Environmental Documentation (CEQA/NEPA) 2 2 614$
4 Utility Coordination 2 2 4 20 28 $20,000 23,509$
5 Plans, Specifications and Esimate (PS&E) 8 32 0 59 120 0 80 0 0 299 47,831$
5.1 30% Design (Preliminary Design) 2 8 24 40 24 98 15,367$
5.2 65% PS&E (Intermediate Design) 2 8 19 32 24 85 13,448$
5.3 90% PS&E (Pre-Final Design) 2 8 8 32 16 66 10,543$
5.4 100% PS&E (Final Design/Bid-Ready Package) 2 8 8 16 16 50 8,474$ 6 Public Outreach 2 2 4 1,228$
7 Design Support During Bidding and Construction 2 8 16 26 5,899$ 8 As-Built Drawings 1 1 177$
9 Survey Monument Preservation 8 8 16 3,416$
10 Rights-of-Entry Support 0 -$
270$
18 60 24 80 120 8 80 60 40 490 $ 107,000
18 60 24 80 120 8 80 60 40
Total
ODC - Mileage
Task
No.
Task
Siegfried
Siegfried
Hours by
Task
Siegfried
Cost by
TaskLocating Sub
EXHIBIT B
ATTACHMENT B
rESA
�
Systemic Intersection Safety Improvements
(WT25052)
Task# Task Name/Oescrintion
4.2.1 Preliminary Environmental Assessment Form
4.6 Coordination/Meetings
• Task4
Total Hours
Total IS) Amount
Total Hours without Optional Tasks
Total($) Amount without Optlonal Tasks
PROJECT COST ESTIMATE SUMMARY TABLE
ESA Labor Costs
ESA Raw Labor Costs
Overhead Rate (Based on 2024 Audit)
Profit Fee
Rate Escalation (Fully Burdened)
Technology and Data Management Fee
Total Labor Costs
ESA Non.Labor Expenses
Reimbursable Expenses (see Attachment A for detai0
ESA Equipment Usage (see Attachment A for detai0
Subtotal ESA Non.Labor Expenses
Subconsuttant co11s
PROJECT TOTAL
Confidential
Principal Managing Associate Managing Principal
Consultant4 ConstAtant1 Consultant4 ConstAtant3 Consultant3 Envlronmental
Planner-J. Landscape Sr.HazMat
Melissa Logue Aga Napiatek Medan Architect Specilist
$321 S205 $113 S22' $217
3 12 48 2
5 22
• 34 .. 2
• 34 .. 2
s 2,565 $ 6,96-4 $ 7,120 $ ... s
• 34 .. 2
s 2,565 $ 6,964 $ 7,120 $ ... s
Labor Fee I"/,) Amount IS)
$ 5,690
209.83% $ 11,939
10.00% $ 1,763
1.75% $ 339
$
$ 19,731
$
$
$
$
$ 19,731
Associate Principal Associate Associate
Associate TOTAL ESA LABOR COST & FEES TOTAL EXPENSE ConstAtant3 Consultant4 ConstAtant4 Consultant◄ ConstAtant4 Sr.Culural Total TOTAL
Resources GISTech-J.
ESATotal ESA Labor Rate ESA L•bor Cost PROJECT COST HazMatTech Specialist Archaeologist Anderson Editor/Pubs Total Expense Hours subtotal ISi Escalation ($)Amount
S154 $211 S149 $159 $163
8 2 75.00 $ 13,283 $ 232 S 13,515 $ $ 13,515
27.00 $ 6,109 $ 107 S 6,216 $ $ 6,216
• 2 102.00 $ 19,392 s 339 $ 19,731 s s 19,731
• 2 102.00
. s . s . s . s 1,269 $ 327 s 19,392 s 331 Is 11,n1 I s I• 19,7311
• 2 102.00
. s . s . s . s 1,269 $ 327 s 19,392 II s 339 Is 19,731 I, ·II• 19,7311
EXHIBIT B
ATTACHMENT B
City of stockton
Systemic Intersection Safety Improvements Project
Task Name Duration Start Finish .,
Mode A, Se
"!I Project Management 471 days Tue 9/29/26 Tue 7/18/28 "!I Kickoff meeting 1 day Tue 9/29/26 Tue 9/29/26
"!I Environmental Clearance Documentation 80 days Wed 9/30/26 Tue 1/19/27 "!I Prepare PES forms 20 days Wed 9/30/26 Tue 10/27 /26 "!I CLAP review PES 20 days Wed 10/28/26 Tue 11/24/26
"!I Prepare Tech memos for NEPA/CEQA clearance 20 days Wed 11/25/26 Tue 12/22/26 "!I Receive NEPA/CEQA clearance from CLAP 20 days Wed 12/23/26 Tue 1/19/27 "!I Background Research 30 days Wed 9/30/26 Tue 11/10/26 "!I Review topo, ROW, assessor maps, as builts 15 days Wed 9/30/26 Tue 10/20/26 �
"!I Field Reconnaissance 15 days Wed 10/21/26 Tue 11/10/26 1 "!I Topographic Surveying 20 days Wed 9/30/26 Tue 10/27/26 "!I Prepare PS&E 205 days Wed 9/30/26 Tue 7/13/27
-ii Utility and Basemapping 35 days Wed 9/30/26 Tue 11/17 /26 "!I Utility "A" letter requests 5 days Wed 9/30/26 Tue 10/6/26 -ii Prepare basemapping 15 days Wed 10/28/26 Tue 11/17/26 16 "!I 30% Plans and Estimate 45 days Wed 11/18/26 Tue 1/19/27 17 "!I Prepare 30% Plans and Estimate 15 days Wed 11/18/26 Tue 12/8/26 18 "!I City review 30% submittal 15 days Wed 12/9/26 Tue 12/29/26 19 "!I Potholing 15 days Wed 12/30/26 Tue 1/19/27
20 "!I Response to comments 5 days Wed 12/30/26 Tue 1/5/27 21 "!I Community Outreach 10 days Wed 12/30/26 Tue 1/12/27 "!I 60% PS&E Submittal 35 days Wed 1/20/27 Tue 3/9/27
-ii Utility "B" Letters 5
days Wed 1/20/27 Tue 1/26/27
t7 "!1
Prepare 65% PS&E 20 days Wed 1/20/27 Tue 2/16/27
"!I City review 65% PS&E 15 days Wed 2/17/27 Tue 3/9/27 "!I 90% PS&E Submittal 40 days Wed 3/10/27 Tue 5/4/27
"!I Respond to comments from previous round s days Wed 3/10/27 Tue 3/16/27 "!I Prepare 90% PS&E 20 days Wed 3/17/27 Tue 4/13/27
"!I City review 90% PS&E 15 days Wed 4/14/27 Tue 5/4/27 "!I Submit E-76 Submittal to CLAP for review and approval 15 days Wed 4/14/27 Tue 5/4/27 31 "!I Final PS&E Submittal 50 days Wed 5/5/27 Tue 7/13/27 32 "!I Respond to comments from previous round 5 days Wed 5/5/27 Tue 5/11/27 33 "!I Utility "C" Letters 5 days Wed 5/12/27 Tue 5/18/27 34 "!I Prepare 100% PS&E Submittal lS days Wed 5/12/27 Tue 6/1/27 35 "!I City review Final submittal 10 days Wed 6/2/27 Tue 6/15/27 36 "!I Receive E-76 for CON authorization from CLAP 20 days Wed 6/16/27 Tue 7/13/27 "!I Bid Support 65 days Wed 7 /14/27 Tue 10/12/27
"!I City advertise project 15 days Wed 7/14/27 Tue 8/3/27 "!I City Council award project 30 days Wed 8/4/27 Tue 9/14/27 40 "!I Notice to Proceed for Construction to Contractor 20 days Wed 9/15/27 Tue 10/12/27 41 "!I Construction Support 200 days Wed 10/13/27 Tue 7 /18/28 42 "!I Construction support 180 days Wed 10/13/27 Tue 6/20/28 43 "!I Prepare as builts 10 days Wed 6/21/28 Tue 7 /4/28 44 ."!I Project closeout 10 days Wed 7/5/28 Tue 7/18/28 Task Summary Inactive Milestone Duration-only Start-only [ External Milestone ◊ Manual Progress Project: (Project Title] Date: Mon 5/11/26 Split '"'''''''"''"''"' Project Summary Inactive Summary I I Manual Summary Rollup Finish-only ] Deadline ♦ Milestone ♦ Inactive Task Manual Task Manual Summary ExtemalTasks - Progress
EXHIBIT C
ATTACHMENT B
REV 2025-06-04
SYSTEMIC INTERSECTION SAFETY IMPROVEMENTS
Project No. WT25052 / Federal Project No. HSIPL-5008(226) Insura
nce Requirements for Professional Services
Consult
ant 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 SCOP
E AND LIMIT OF INSURANCE
Covera
ge shall be at least as broad as:
1. Comme
rcial 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. Autom
obile 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.
4. Profes
sional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $5,000,000 per occurrence or claim, $5,000,000 aggregate.
EXHIBIT D
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 Consultant. 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:
ATTACHMENT B
REV 2025-06-04
EXHIBIT D
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant 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 Consultant’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). 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 Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 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 Consultant’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 Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance.
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
Consultant hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
ATTACHMENT B
REV 2025-06-04
Self -Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related 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.
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 Ret
roactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work .
3. If coverage is canceled or non-renewed and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Consultant 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 All required documents are to be received and approved by the City of Stockton before work commences. However, failure to obtain the documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant 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
EXHIBIT D
ATTACHMENT B
REV 2025-06-04
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.
Certifica
te Holder Address
The addr
ess for mailing certificates, endorsements and notices shall be:
City of
Stockton
Its Officers, Officials, Employees, and Volunteers
425 N El Dorado Street
Stockton, CA 95202
EXHIBIT D
501 W Weber Avenue
Building 1, 4th Floor
Stockton, CA 95203
ATTACHMENT B
------------------------------
------------------------------
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:
HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace. This policy defines prohibited behavior and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.
II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.
All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care "Market Place" or "Exchange."
B. It is an unlawful employment practice to discriminate against or to harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.
C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-employees with whom City employees have a business service, or professional relationship.
D. All City employees and non-employees share a responsibility to assist in
EXHIBIT E
ATTACHMENT B
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 2 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 maintaining an employment environment free of discrimination and harassment. This policy applies to all aspects of City employment, including, but not limited to, hiring, reassignment, placement, promotion, employment action, disciplinary action, layoff, reemployment, transfer, leave of absence, compensation and benefits, training; or other terms of treatment of that person in an unpaid internship, or another limited duration program to provide unpaid work experience for that person, or the harassment of an unpaid intern or volunteer.
E. All allegations of discrimination and/or harassment shall be investigated immediately by the City, in accordance with this policy. If it is determined that any prohibited activity has occurred, remedial action shall be taken. Such action may include discipline up to and including discharge. In addition, under applicable law, individual supervisors and employees may be subject to personal liability and/or punitive damages in any litigation arising as a result of such conduct.
F. All new hires shall attend harassment awareness training, and supervisors and managers shall attend harassment awareness and prevention training for supervisors every two years.
G. The City of Stockton prohibits retaliation against any employee or non employee by another employee, non-employee, supervisor, or manager for reporting, filing, testifying, assisting or participating in any manner in any investigation, proceeding, or hearing conducted by the employer or a federal or state enforcement agency.
H. This policy applies to all officials, employees, volunteers, unpaid interns, agents, or contractors of the City.
I. This policy shall be administered by the Director of Human Resources.
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
EXHIBIT E
ATTACHMENT B
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, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.
Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
EXHIBIT F
ATTACHMENT B
i. w ithholding 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.
EXHIBIT F
ATTACHMENT B
Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
D
uring 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:
• T
itle VI of the Civ il Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
• Airport and Airway Improv ement Act of 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civ il Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
EXHIBIT F
ATTACHMENT B
• The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
EXHIBIT F
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
f 21
January 202 6
Federal-Aid Contract Provisions
SYSTEMIC INTERSECTION SAFETY IMPROVEMENTS
City Project No. WT25052 / Federal Project No. HSIPL-5008(226)
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 ................................................................................................ 5 ARTICLE V ALLOWABLE COSTS AND PAYMENTS .......................................................................... 5 ARTICLE VI TERMINATION ................................................................................................................ . 6 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ................................... ..7 ARTICLE VIII RETENTION OF RECORD/AUDITS .............................................................................. ..7 ARTICLE IX AUDIT REVIEW PROCEDURES ..................................................................................... 8 ARTICLE X SUBCONTRACTING ........................................................................................................ 9 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................ 10 ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................ 11 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 14 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ....................... 15
ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ................................................................................................................................. 15 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 16 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 17 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION……………..17 ARTICLE XIX INSURANCE ................................................................................................................. 17 ARTICLE XX FUNDING REQUIREMENTS ......................................................................................... 17 ARTICLE XXI CHANGE IN TERMS ..................................................................................................... 18 ARTICLE XXII CONTINGENT FEE ...................................................................................................... 18 ARTICLE XXIII DISPUTES .................................................................................................................. 18 ARTICLE XXIV INSPECTION OF WORK ............................................................................................ 18 ARTICLE XXV SAFETY ...................................................................................................................... 18 ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 19 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR ............. 19 ARTICLE XXVIII CONFIDENTIALITY OF DATA ................................................................................. 20
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
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ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ..................................... 20 ARTICLE XXX EVALUATION OF CONSULTANT .............................................................................. 21 ARTICLE XXXI PROMPT PAYMENT .................................................................................................. 21 ARTICLE XXXII TITLE VI ASSURANCES ........................................................................................... 21 ARTICLE XXXIII NOTIFICATION ........................................................................................................ 21 ARTICLE XXXIV CONTRACT ............................................................................................................. 21 ARTICLE XXXV SIGNATURES ........................................................................................................... 21
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
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age 3 of 21
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ARTICLE I INTRODUCTION
A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:
The name of the “CONSULTANT” is as follows: W-TRANS.
I
ncorporated in the State of CALIFORNIA
The Project Manager for the “CONSULTANT” will be ATUL PATEL.
The name of the “LOCAL AGENCY” is as follows:
CITY OF STOCKTON
T
he Contract Administrator for LOCAL AGENCY will be EVAN BANNISTER.
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 MAY 8, 2026. The approved CONSULTANT’s Cost Proposal is attached hereto as EXHIBIT C 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 i s
un
derstood and agreed that CONSULTANT (including CONSULTANT's employees) is a n in
dependent contractor and that no relationship of employer-employee exists between the Partie s he
reto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable t o em
ployees of LOCAL AGENCY.
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 o r
dire
ction 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 LOCAL AGNECY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
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age 4 of 21
Jan uary 2026
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 LOCAL AGENCY 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 o r in
directly 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 sufficientl y
de
tailed 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
S
ee 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
A
ll 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 A
GREEMENT. 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 r
epresentatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for m
eetings, subsequent to the initial meeting shall be included in the fee.
G. Checking Shop Drawings
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
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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 Schedule
s
A
GREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work t
o 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 , contingent upon approval b y LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on DECEMBER 31, 2030, unless extended by AGREEMENT amendment.
B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.
ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimate d
cost
s 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 accommodat e
t
he changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.
The indirect cost rate established for this AGREEMENT is extended through the duration of this spe
cific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable pe
riod shall not be a condition or qualification to be considered for the work or AGREEMENT award.
B. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $277,219.06. 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
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
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age 6 of 21
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amendment.
C. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.
D. 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.
E. 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 th e
sche
dule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.
F. No payment will be made prior to approval of any work, nor for any work performed prior to approval of
this AGREEMENT.
G. 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 Articl e
X
I Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days afte r com
pletion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
CITY OF STOCKTON
PUBLIC WORKS DEPARTMENT
ATTN: EVAN BANNISTER
501 WEST WEBER AVENUE, BUILDING 2
STOCKTON, CA 95203
H. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $277,219.06.
I. For personnel subject to prevailing wage rates as described in the California Labor Code, all salar y in
creases, which are the direct result of changes in the prevailing wage rates are reimbursable.
ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.
B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.
C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liabilit y
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
P
age 7 of 21
Jan uary 2026
to LOCAL AGENCY for damages sustained by LOCAL AGENCY by virtue of any breach of this AGREEMENT by CONSULTANT, and LOCAL AGENCY may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due LOCAL AGENCY 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 th e
CO
NSULTANT to LOCAL AGENCY.
D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Hi gher E
ducation, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.
ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.
ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financia l
O
fficer.
B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT ma y r
equest 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.
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
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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 o r r
eview, 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 acces s
t
o 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
t
imely 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 I
CR 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 acco
rdance with procedures and guidelines of the American Association of State Highways and T
ransportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.
Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundr ed pe
rcent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed ra
te.
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) m
onths to review the CONSULTANT’s and/or the independent CPA’s revisions.
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
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3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is stil l un
able to issue a cognizant approval letter after the revised independent CPA audited ICR is sub
mitted, overhead cost reimbursement will be limited to the accepted ICR that was est
ablished 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 it
ems 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) calen dar
da
ys after occurrence of the last of these items. The accepted ICR will apply to this A
GREEMENT 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 th e CO
NSULTANT 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 mak e pa
yments 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.
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 am
ounts allowed CONSULTANT on account of the work performed by the subconsultants, to the ext
ent 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 dis
puted 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 b e
EXHIBIT G
ATTACHMENT B
Local Assistance Procedures Manual Exhibit 10-R
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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 in
cremental 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 de
signate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.
The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and r
egular incremental acceptances of portions, as determined by the LOCAL AGENCY of the con
tract 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 af
ter receiving payment for work satisfactorily completed and accepted including incremental acce
ptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in t he
eve
nt of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DB
E 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.
A. 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.
B. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject t o
t
he 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 A
GREEMENT, 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
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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
f
air 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 Co
de §1725.5. Registration with DIR must be maintained throughout the entire term of this A
GREEMENT, including any subsequent amendments.
B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code r
equiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations ap
plicable 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 inspect ion
wo
rk 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 t o
in
spection 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 t
he 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
2. overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.
3. 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
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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 ava
ilable for inspection or furnished upon request to a representative of LOCAL A
GENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls sub
mitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Di
vision 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.
4. 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.
5. Any copy of records made available for inspection as copies and furnished upon request to th e
pu
blic or any public agency by LOCAL AGENCY shall be marked or obliterated in such a m
anner 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 sha
ll not be marked or obliterated.
6. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerat ed un
der 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.
7. 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) ab
ove. 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 ea
ch 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 wit h
cer
tified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.
F. Penalty
1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for e ach
cale
ndar 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,
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inclusive.
2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall b e ba
sed 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 wi
llful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wa
ges. 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 t
he Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including an
y 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 genera l pr
evailing 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 S
ubconsultant to pay the specified prevailing rate of wages to those workers or unless the CO
NSULTANT 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 rat e
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 suf
ficient 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 publi c wo
rks project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general pr
evailing 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 f
ailed to pay workers the general prevailing rate of per diem wages.
6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the gener al pr
evailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under t
he AGREEMENT to pay those employees the balance of wages owed under the general pr
evailing 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.
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G. Hours of Labor
E
ight (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 da
y 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 permitt ed
up
on compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in an
y 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 ap
prentice 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, o r ot
her relationship with LOCAL AGENCY that may have an impact upon the outcome of thi s A
GREEMENT 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 an y en
suing LOCAL AGENCY construction project which will follow.
B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potenti al con
flicts 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 o r bu
siness interest that would conflict with the performance of services under this AGREEMENT.
D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has est
ablished 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,
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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 Un
ited States Congress, an officer or employee of the Legislature or Congress, or any em
ployee 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 m
odification 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
con
nection 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 en
tering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the require d cer
tification 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 according ly
A
RTICLE 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 §11102.
B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physica l
dis
ability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status.
CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CC R
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§11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.
D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.
E. CONSULTANT and its subconsultant s shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.
G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act i n
acco
rdance 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.
H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civi l
Ri
ghts Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectl y in
the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.
I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with th e awa
rd and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating o r
sub
stantially 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 un
der the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:
1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal ag
ency within the past three (3) years;
3. Does not have a proposed debarment pending; and
4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of
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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 determinin g r
esponsibility. 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 (REMOVED)
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 an y ad
ditional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.
C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.
D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.
ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.
B. CONSULTANT shall only commence work covered by an amendment after the amendment is
exe
cuted and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.
C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.
ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion
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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 ma y com
mence 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 PENI BASALUSALU, DIRECTOR, 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 o r dis
putes, 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 instructio ns issu
ed by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.
CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.
B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.
CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.
C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of th is
A
rticle.
D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), a s ou
tlined 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 d
eeper.
ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of LOCAL AGENCY, and CONSULTANT shall have no property right therein whatsoever. Immediately upon termination, LOCAL AGENCY shall be entitled to, and
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CONSULTANT shall deliver to LOCAL AGENCY, 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 LOCAL AGENCY 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 LOCAL AGENCY.
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 LOCAL AGENCY 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. An y
r
euse by LOCAL AGENCY for another project or project location shall be at LOCAL AGENCY’s sole risk.
D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).
E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.
ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.
B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.
Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.
C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.
ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT fro m
un
authorized use and disclosure.
B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY
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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
or
ganization without the prior written approval of LOCAL AGENCY or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provi de in
formation in violation of this Contract, LOCAL AGENCY has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, LOCAL AGENCY’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.
ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.
ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the AGREEMENT record.
ARTICLE XXXI PROMPT PAYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a
m
oney 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 A
GENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after
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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” an
d write this visibly and legibly on Exhibit 9-P.
The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.
ARTICLE XXXII TITLE VI ASSURANCES
Refer to the Professional Services Contract
ARTICLE XXXIII NOTIFICATION
Refer to the Professional Services Contract
ARTICLE XXXIV CONTRACT
Refer to the Professional Services Contract
ARTICLE XXXV SIGNATURES
Refer to the Professional Services Contract
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