Taft City Council
November 5, 2024

TAFT CITY COUNCIL/SUCCESSOR AGENCY

JOINT REGULAR MEETING AGENDA
TUESDAY NOVEMBER 5, 2024

CITY HALL COUNCIL CHAMBER
209 E. KERN ST., TAFT, CA 93268
_____________________________________________________________________________________________________________________________ City of Taft Council Meetings are being held in-person with full capacity seating and are livestreamed at https://www.youtube.com/user/CityofTaft. Public comment can be made in person and also can be received per the following:
• Written comments may be dropped off in the drop box in front of City Hall. • Comments may be emailed to the City Clerk at [email protected]. • Made by phone to the City Clerk’s office at (661) 763-1222. • Public comments will be accepted up until 5:00 PM the day of the meeting. • Any comments received will be read into the record.
_____________________________________________________________________________________________________________________________ REGULAR MEETING 6:00 P.M.

Pledge of Allegiance
Invocation
Roll Call: Mayor Noerr
Mayor Pro Tem Krier
Councilmember Bryant
Councilmember Waldrop
Councilmember Chavira

1. CIVICA LAW GROUP PRESENTATION
• CALIFORNIA CARE COURT
• LEGISLATIVE UPDATES
• LOCAL CODE AMENDMENTS

2. PUBLIC HEARING – TO RECEIVE PUBLIC INPUT IN CONSIDERATION OF ADOPTION OF

ORDINANCE AUTHORIZING AN AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF TAFT AND THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM
Recommendation -

1. Conduct the Public Hearing; and

2. Motion to approve and amend the City of Taft Municipal Code and adopt an Ordinance entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TAFT ADDING SECTION 1-7-6 TO CHAPTER 7 OF TITLE 1 AUTHORIZING AN AMENDMENT TO THE CONTRACT BETWEEN THE CITY COUNCIL

OF THE CITY OF TAFT AND THE BOARD OF ADMINISTRATION OF THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM for first reading by title only and reading of such be waived.

3. CITIZEN REQUESTS/PUBLIC COMMENTS

COMMENTS ARE TO BE RECEIVED AS STATED IN ABOVE POLICY

THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC TO ADDRESS THE CITY COUNCIL ON MATTERS WITHIN ITS JURISDICTION. STATE LAW PROHIBITS THE COUNCIL FROM ADDRESSING ANY ISSUE NOT PREVIOUSLY INCLUDED ON THE AGENDA. COUNCIL MAY RECEIVE COMMENT AND SET THE MATTER FOR A SUBSEQUENT MEETING. PLEASE LIMIT COMMENTS TO FIVE MINUTES.

4. COUNCIL STATEMENTS (NON-ACTION)
City of Taft Council/Successor Agency Meeting
Agenda
November 5, 2024

5. DEPARTMENT REPORTS

6. CITY MANAGER STATEMENTS

7. CITY ATTORNEY STATEMENTS

8. FUTURE AGENDA REQUESTS
****************************************************************************************************** CONSENT CALENDAR ITEMS 9-13
All items listed on the Consent Calendar shall be considered routine and will be enacted by one roll call vote. There will be no separate discussion of these items unless a member of the City Council requests specific items to be removed from the Consent Calendar for separate action. Any item removed from the Consent Calendar will be considered after the regular business items. Are there any items on the consent calendar that any member of the public would like to comment on?

9. MINUTES
October 15, 2024, Regular
Recommendation – Approve as submitted.

10. PAYMENT OF BILLS
Warrant #091324A Check No. 100565-100566 $ 46,388.76
Warrant #100424 Check No. 100567-100587 $ 86,610.08
Warrant #101124 Check No. 100588-100642 $ 170,940.13
Warrant #102524 Check No. 100643-100710 $ 573,312.16
Warrant #102424 Check No. 100711 $ 164,362.00
Recommendation – Approve payment of the bills.

11. COUNTY OF KERN – TRANSPORTATION SERVICES AGREEMENT AMENDMENT NO. 2 Recommendation - Motion to authorize the Mayor to execute Amendment No. 2 of the Kern County Transportation Services Agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

12. AWARD OF CONSULTANT CONTRACT AGREEMENT TO BHT ENGINEERING, INC. FOR ON-CALL

ENGINEERING SERVICES FOR FEDERAL AND STATE FUNDED PROJECTS Recommendation - Motion to approve award of consultant contract to BHT Engineering, Inc. for OnCall Engineering Services for Federal and State Funded Projects, voiding of the previous contract and authorizing the Mayor to sign and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

13. PROFESSIONAL SERVICES AGREEMENT WITH GB-TRANSLATIONS FOR ON-CALL INTERPRETER

AND TRANSLATION SERVICES
Recommendation - Motion to approve the professional services agreement between the City of Taft and GB-Translations, authorize the Mayor to execute said agreement and find that the activity is not a City of Taft Council/Successor Agency Meeting
Agenda
November 5, 2024

project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.
******************************************************************************************************

CLOSED SESSION
A. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (1 undisclosed case) Government Code Section 54956.9(b)

ADJOURNMENT
AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act, if you need special assistance, a disability-related modification or accommodation, agenda materials in an alternative format, or auxiliary aids to participate in this meeting, please contact the Office of the City Clerk at (661) 763-1222 or [email protected] as soon as possible.

Providing at least 72 hours’ notice will help ensure that reasonable arrangements can be made.

AFFIDAVIT OF POSTING
I, Yvette Mayfield, declare as follows:

That I am the City Clerk for the City of Taft; that an agenda was posted on a public information bulletin board located near the door of the Civic Center Council Chamber on October 31, 2024, at _______ a.m./p.m., pursuant to 1987 Brown Act Requirements.

I declare under penalty of perjury that the foregoing is true and correct.

Executed October 31, 2024, at Taft, California.

Signature __________________
REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
____________________________________________________________________________________________________________ DATE: November 5, 2024
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

PUBLIC HEARING – TO RECEIVE PUBLIC INPUT IN CONSIDERATION OF ADOPTION OF

ORDINANCE AUTHORIZING AN AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF TAFT AND THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM SUMMARY STATEMENT:

On October 15, 2024 the City Council adopted a Resolution of Intent for the purposes of an amendment to the city’s contract with the California Public Employees’ Retirement System.

Now that amendment is being brought to the Council as an ordinance authorizing said amendment. This amendment is for the sole purpose of adding and allowing Section 20903 (Two-Years Additional Service Credit) for miscellaneous members and local safety members, which was inadvertently not included in the original contract. Anticipated costs for this addition are outlined below.

RECOMMENDATION:

1. Conduct the Public Hearing; and

2. Motion to approve and amend the City of Taft Municipal Code and adopt an Ordinance entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TAFT ADDING SECTION 1-7-6 TO CHAPTER 7 OF TITLE 1 AUTHORIZING AN AMENDMENT TO THE CONTRACT

BETWEEN THE CITY COUNCIL OF THE CITY OF TAFT AND THE BOARD OF ADMINISTRATION OF THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM for first reading by title only and reading of such be waived.

IMPACT ON BUDGET (Y/N): Yes, the cost is anticipated to be approximately $99,000 which will be assessed as part of the City’s CalPERS
contribution rates beginning in FY 2027/2028.

ATTACHMENT (Y/N): Yes, Ordinance and Draft Agreement (Exhibit) PREPARED BY: Lonn Boyer, Assistant City Manager/HR Director ORDINANCE NO. 853-24

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TAFT ADDING SECTION 1-7-6 TO CHAPTER 7 OF TITLE 1

AUTHORIZING AN AMENDMENT TO THE CONTRACT

BETWEEN THE CITY COUNCIL OF THE CITY OF TAFT AND

THE BOARD OF ADMINISTRATION OF THE CALIFORNIA
PUBLIC EMPLOYEES’ RETIREMENT SYSTEM
WHEREAS, the City Council of the City of Taft and the Board of Administration of the California Public Employees’ Retirement System originally entered into a contract effective February 16, 1976, and witnessed January 5, 1976, being amended effective June 21, 1993, October 3, 1996, and August 17, 2000, which provides for participation of the City of Taft in said System; and
WHEREAS, a Resolution of Intention to approve another amendment to such contract was approved and adopted by the City Council of the City of Taft at their regularly scheduled meeting on October 15, 2024 for the purpose of said amendment; and WHEREAS, the City Council of the City of Taft now intends to approve and memorialize this amendment and authorize the Mayor to execute the amendment on behalf of the City; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TAFT DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. That an amendment to the contract between the City Council of the City of Taft and the Board of Administration, California Public Employees’ Retirement System is hereby authorized a copy of said amendment being attached hereto, marked Exhibit, and by such reference made a part hereof as though herein set out in full.

SECTION 2. The Mayor of the City Council of the City of Taft is hereby authorized, empowered, and directed to execute said amendment for and on behalf of said Agency.

SECTION 3. This Ordinance shall take effect thirty (30) days after the date of its adoption, and within fifteen (15) days after its adoption shall be published at least once in the Daily Midway Driller, a newspaper of general circulation, published and circulated in the City of Taft together with the names of members of the City Council voting for and against the same and thenceforth and thereafter the same shall be in full force and effect.

PASSED AND ADOPTED on this 19th day of November, 2024.
_________________________
Dave Noerr, Mayor
Attest:
____________________________
Yvette Mayfield, MMC
City Clerk
Approved as to form:
____________________________
Jason Epperson, City Attorney
Ordinance No. 853-24
November 19, 2024

STATE OF CALIFORNIA }
COUNTY OF KERN } SS
CITY OF TAFT }
I, Yvette Mayfield, City Clerk of the City of Taft, do hereby certify that the foregoing Ordinance had its first reading on November 5, 2024, and had it second reading on November 19, 2024, and was passed by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
____________________________
Yvette Mayfield, MMC
City Clerk

TAFT CITY COUNCIL/SUCCESSOR AGENCY

JOINT SPECIAL & REGULAR MEETING MINUTES
OCTOBER 15, 2024
SPECIAL MEETING 5:30 P.M.

The October 15, 2024, special and regular joint meeting of the Taft City Council/Taft Successor Agency, held in the Council Chamber at Taft City Hall, 209 East Kern Street, Taft, CA 93268, was opened by Mayor Dave Noerr at 5:30 PM.

PRESENT: Mayor Dave Noerr Mayor Pro Tem Orchel Krier
Council Members Josh Bryant, Carlos Chavira and Ron Waldrop City Manager Craig Jones and City Attorney Jason Epperson City Clerk Yvette Mayfield
At 5:30 the meeting recessed to Closed Session.

CLOSED SESSION
A. CONFERENCE WITH LABOR NEGOTIATOR, CRAIG JONES, CITY MANAGER Government Code 54957.6 – All units
City Attorney Epperson gave the following report out of closed session:
 The City Council discussed in closed session those items agendized for closed session discussion and directions were given to negotiators and staff. No other reportable action was taken.

Closed Session ended at 5:44 PM. The meeting reconvened at 6:00 PM in open session with the Pledge of Allegiance led by Council Member Chavira, and invocation given by Pastor John Getty.

1. ANNUAL MILITARY EQUIPMENT REPORT - COMMUNITY ENGAGEMENT MEETING The floor was opened for community engagement, comment and feedback on the Taft Police Department’s 2023-2024 Annual Military Equipment Report presented to Council on September 3, 2024. No engagement was received.

2. ANNUAL REVIEW AND RENEWAL OF ORDINANCE 847-22 ADOPTING THE MILITARY EQUIPMENT USE POLICY IN ACCORDANCE WITH AB 481
Motion: Moved by Bryant, seconded by Chavira to adopt a resolution entitled A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT RENEWING ORDINANCE 847-22, ADOPTING THE CITY OF TAFT POLICE

DEPARTMENT (TPD) MILITARY EQUIPMENT USE POLICY, IN
ACCORDANCE WITH ASSEMBLY BILL 481 (Resolution No. 4260-24) and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0

3. CITIZEN REQUESTS/PUBLIC COMMENTS
There was none.

City of Taft Council/Successor Agency Meeting
Minutes
October 15, 2024

4. PLANNING COMMISSION REPORT
Planning Commissioner, Jerry Livingston, reported that the Commission began the review of code for proposed amendments coming out of the Housing Element update.

5. COUNCIL STATEMENTS (NON-ACTION)
Council Member Bryant addressed the fact that asking community members to attend Council Meetings to share and address their issues is not a challenge and not meant to be adversarial but is encouragement and an open invitation for engagement.

Council Member Chavira encouraged everyone to do their due diligence, and not rely on social media to educate them for the upcoming election and shared a relevant quote.

Mayor Pro Tem Krier agreed with Bryant encouraging community members to come forward, participate in the process and shared about all the things to do in Taft.

Mayor Noerr talked about the hurricane in Florida, climate change and questioning the narrative.

6. DEPARTMENT REPORTS
There was none.

7. CITY MANAGER STATEMENTS
There was none.

8. CITY ATTORNEY STATEMENTS
There was none.

9. FUTURE AGENDA REQUESTS
There was none.
********************************************************************************************* CONSENT CALENDAR ITEMS 10 - 14
 Noerr pulled Item 13
Motion: Moved by Bryant, seconded by Krier to approve consent calendar items 10- 12 & 14.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0
City of Taft Council/Successor Agency Meeting
Minutes
October 15, 2024

10. MINUTES
October 1, 2024, Regular
Recommendation – Approve as submitted.

11. PAYMENT OF BILLS
Warrant # 092724 Check No. 100503 - 100564 $ 126,324.03 Recommendation – Approve payment of the bills.

12. MONTHLY REPORT FOR KERN COUNTY FIRE STATION NO. 21 - SEPTEMBER 2024 Recommendation - Receive and file the monthly report for September 2024 from Kern County Fire Station No. 21 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

14. APPROVAL OF AGREEMENT FOR THE PURCHASE OF FIVE (5) FLOCK, LPR CAMERAS FOR

THE CITY OF TAFT POLICE DEPARTMENT
Recommendation - Motion to approve the Master Services Agreement quote from Flock Group Inc. to be paid the first-year amount of $17,750.00 and every year following in contract of $15,000.00, authorize the Mayor to sign the agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.
*********************************************************************************************

13. SPECIAL EVENT PERMIT AND WAIVER OF APPLICATION FEES FOR THE ST. MARY’S

CATHOLIC CHURCH TO HOST A FESTIVAL ON THEIR PROPERTY ON SUNDAY, NOVEMBER 3, 2024
Motion: Moved by Bryant, seconded by Waldrop to approve a resolution entitled A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT APPROVING SPECIAL EVENT PERMIT NO. 2024-10 AND TO WAIVE APPLICATION FEES FOR ST. MARY’S CATHOLIC CHURCH TO HOST A FESTIVAL ON THEIR PROPERTY ON SUNDAY, NOVEMBER 3, 2024 (Resolution No. 4261- 24) and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15061(b)(3) of the CEQA Guidelines.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0
Noerr stated that he pulled this item to see what the start time allowed for the music might be, as only the end time was stated in the conditions of approval and how any complaints would be handled if the conditions of approval were not met. City Manager Jones responded that the start time for the music would be assumed not be before the 10 AM start of the event and that the Police Department is provided with a copy of the approved conditions of approval and would handle any complaints per the City’s Code.

City of Taft Council/Successor Agency Meeting
Minutes
October 15, 2024

15. CALPERS CONTRACT AMENDMENT TO INCLUDE TWO ADDITIONAL SERVICE YEARS OF CREDIT IN ACCORDANCE WITH GOVERNMENT CODE SECTION 20903 Motion: Moved by Bryant, seconded by Chavira to adopt resolution entitled

RESOLUTION OF INTENTION - A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF TAFT TO APPROVE AN AMENDMENT TO THE CONTRACT

BETWEEN THE BOARD OF ADMINISTRATION CALIFORNIA PUBLIC
EMPLOYEES’ RETIREMENT SYSTEM AND THE CITY COUNCIL OF THE CITY OF TAFT (Resolution No. 4262-24) and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0
ADJOURNMENT - With no further business to conduct the meeting was adjourned at 6:30 PM. __________ ____________
Yvette Mayfield, MMC Dave Noerr
City Clerk Mayor

City of Taft Agenda Report
DATE: NOVEMBER 5, 2024
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

COUNTY OF KERN – TRANSPORTATION SERVICES AGREEMENT AMENDMENT NO. 2 SUMMARY STATEMENT:

On February 6, 2006, City of Taft contracted with Kern County to provide transit services to the unincorporated areas. On January 26, 2010, the agreement was amended to include change in services which included the fixed route services and language for capping the yearly billing not to exceed $275,000.

Due to increased cost to operate the Transit Service and the large number of County residents that utilize the transit service it has become necessary to renegotiate Amendment No. 1.

Amendment No. 2, which is attached, removes the fixed route service and increases the yearly billing amount not to exceed $475,000. If the county’s share of cost exceeds this amount at any time the city can renegotiate the contract amendment.

RECOMMENDED ACTION:

Motion to authorize the Mayor to execute Amendment No. 2 of the Kern County Transportation Services Agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Yes; Agreement
PREPARED BY: Teresa Binkley, Finance Director
REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
AMENDMENT NO. 2 TO

AGREEMENT PROVIDING FOR PUBLIC

TRANSPORTATION SERVICE IN TAFT AND KERN COUNTY
THIS AMENDMENT NO. I TO AGREEMENT is made and entered into this day of , 2024, between the COUNTY OF KERN, a political subdivision of the State of California,(hereinafter referred to as "COUNTY''), and the CITY OF TAFT, a municipal corporation, (hereinafter referred to as "CITY"); WITNESSETH:

WHEREAS, COUNTY and CITY entered into an agreement for transportation service dated February 14, 2006 (Agt. No. 212-2006), hereinafter referred to as "Agreement", wherein the CITY agreed to operate a public transportation system within the CITY and the adjacent unincorporated area of the COUNTY; and Amendment No. 1 was approved dated January 26, 2010 (Agt. No. 064-2010); and
WHEREAS, the COUNTY and CITY mutually desire to maintain the existing public transit service within the CITY and the adjacent unincorporated area of the COUNTY; and WHEREAS, the COUNTY and the CITY desires to establish an annual maximum compensation payable to the CITY of $475,000; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein• contained, IT IS AGREED by and between COUNTY and CITY as follows:

1. Exhibit B, Scope of Transportation Services in Taft Area and Kem County, attached hereto and incorporated herein by this reference is amended to allow for dial-a-ride service.

2. The cost to each party under this Agreement for the dial-a-ride service shall be the actual cost of supplying the services to their respective area of jurisdiction. The cost shall be distributed on the basis of monthly ridership for each party versus the total ridership. The COUNTY shall be responsible for county passengers. For the purposes of this amendment county passengers are defined as (i) passengers that are picked up in the unincorporated area served by this agreement and dropped off within the city limits of Taft; (ii) passengers picked up in the city limits of Taft and dropped off in the unincorporated area served by this agreement. The CITY shall be responsible for city passengers. CITY passengers shall be defined as passengers picked up and dropped off within the city limits of Taft. The cost sharing for the dial-a-ride services shall remain as stated in the Agreement.

3. Section 6 of the Agreement is hereby amended to update amounts in paragraph (g) as follows:
(g) The maximum amount payable by COUNTY to CITY under
this Agreement shall not exceed four hundred seventy-five thousand dollars ($475,000) in any fiscal year without a written amendment to this Agreement fully executed by both parties.

4. Except as expressly amended herein, all provisions of the Agreement shall remain in full force and effect.

5. Each party has full power and authority to enter into and perform this Amendment, and the person signing this amendment on behalf of each party has been properly authorized and empowered to enter into this agreement.

WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Agreement to be executed by and through their respective officers on the date first written above.

APPROVED AS TO CONTENT: COUNTY OF KERN
By _________________________
Joshua Champlin, Director
Kern County Public Works Department
APPROVED AS TO FORM:

By _______________________
Brian Van Wyk,
Deputy County Counsel
APPROVED AS TO FORM:

By ___________________________
Jason S. Epperson, City Attorney
By
David Couch
Chairman, Board of Supervisors
"COUNTY"
By ________________________
Dave Noerr, Mayor, City of Taft
ATTEST:

By ______________________
Yvette Mayfield, City Clerk
2 I
1 EXHIBIT "B"

SCOPE OF TRANSPORTATION SERVICES

IN TAFT AREA AND KERN COUNTY
SERVICE AREA:

Public transportation services shall be provided to the Greater Taft area including Taft, Taft Heights, Ford City, South Taft, and other adjacent unincorporated areas.

SUMMARY OF TRANSPORTATION SERVICES
The public transportation systems is a demand-response (dial-a-ride) system. The City of Taft will operate and administer the system.

The dial-a-ride service within the Greater Taft area will be delivered using buses and sedans. Sufficient number of vehicles will be supplied to provide for efficient operation as well as backup in the case of vehicle failure. Hours of operation will generally be from 7:15 a.m. to 5:30 p.m., Monday through Friday, and Saturday 10:15 a.m. to 2:30 p.m., except holidays. The service area for the dial-a-ride system is shown in Exhibit A.

The bus fare schedule is subject to review for desired program effectiveness and may be modified as warranted with the consent of City of Taft and County of Kem.

Service design (including schedules, time and manner of service delivery, and farebox structure) of the transit system shall be recommended and implemented by City and County staff. Permanent changes in the service of the transit system shall be implemented upon the consent of the governing bodies of both City and County. It is not necessary for such consent to take the form of a written amendment to this agreement.

DIAL-A-RIDE SERVICE OPERATION
Taft Area Transit will offer curb-to-curb dial-a-ride service. Dial-A-Ride is a reservation based, shared ride service. The service area is shown in Exhibit A. Persons desiring service will phone a centralized dispatching number requesting service at a specified time and location. A dispatcher will direct the driver for pick-up and delivery within the Greater Taft area. Wait times for the dial-a-ride service is typically 10-30 minutes and is on a first-come, first served basis.
2 SERVICE PROVISION
The City shall provide this service with properly maintained transit buses which meets all Federal and State laws, rules and regulations, including ADA provisions. As required, vehicles shall be readily accessible by clients confined to wheelchairs and operators shall be properly trained in the appropriate use of the vehicle for such patrons.

SERVICE MONITORING
The County may monitor the service provided in any manner at any time without prior notification. The City shall maintain and provide to County monthly, accurate ridership and operation records, which shall include at a minimum: rider classification (general public, senior, disabled and youth), ridership, fares collected, hours operated, miles traveled, etc. These parameters may be altered with the consensus of both City and County transit staff Passenger logs shall be maintained by the City noting rider origin and destination. County shall maintain ownership of all ridership and operations documents for TDA and other mandated reporting purposes.

REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: NOVEMBER 5, 2024
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

AWARD OF CONSULTANT CONTRACT AGREEMENT TO BHT ENGINEERING, INC. FOR ONCALL ENGINEERING SERVICES FOR FEDERAL AND STATE FUNDED PROJECTS SUMMARY STATEMENT:

The City of Taft receives federal and state funds for local street and road projects. Caltrans Chapter 10 requires that agencies follow their RFQ process for procurement of on-call engineering services for our federal and state funded projects in order for engineering fees to be reimbursable through the projects. The City originally published an RFP for these services in February 2024 and awarded the contract to BHT Engineering then found out afterward that Caltrans Disadvantage Business Enterprise (DBE) requirement needed to be at least 19%, and although BHT more than met the requirement, the RFP did not state the DBE requirement to be 19%. So, the City put out an updated RFP in September with this new DBE requirement stated.

The review team evaluated the three responses from BHT Engineering, Inc., Diversified Project Services, Inc., and 4 Creeks Inc., with BHT Engineering still ranking highest in the evaluations.

BHT Engineering, Inc’s. rates were then reviewed for reasonableness and accepted. Staff now recommends award of the Consultant Contract Agreement to BHT Engineering, Inc. for On-Call Services for Federal and State Funded Projects and recommends voiding the contract awarded earlier this year.

RECOMENDATION
Motion to approve award of consultant contract to BHT Engineering, Inc. for On-Call Engineering Services for Federal and State Funded Projects, voiding of the previous contract and authorizing the Mayor to sign and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Yes, Agreement
PREPARED BY: Office of the City Manager

November 2024

CONSULTANT CONTRACT AGREEMENT
(For Local Assistance Federal-Aid Projects)

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:

BHT ENGINEERING, INC.

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

CITY OF TAFT
The Contract Administrator for LOCAL AGENCY will be CRAIG JONES, CITY MANAGER 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 APRIL 2024. The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment A) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor, and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel.

CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third-party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

November 2024
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

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

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

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

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports on each specific project in accordance with the Task Order. These reports shall be submitted at least once a month. The report should be sufficiently detailed for LOCAL AGENCY’s Contract Administrator or Project Coordinator 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 or Project Coordinator, as needed, to discuss progress on the project(s).

ARTICLE III STATEMENT OF WORK
A. CONSULTANT Services
The CONSULTANT shall provide services to the City including, but not limited to; CEQA/NEPA coordination or compliance documentation, program/project management, feasibility studies, preliminary engineering, design, engineering, surveying (right of way engineering), mapping, landscape architecture, or architectural related services, construction management/engineering, as well as incidental services connected to and for the purpose of development and implementation of Federal-aid, and State funded projects. Successful firm will represent the City at all state, local or federal project audits.

The project will require coordination with Caltrans, FHWA, and/or other state, local and federal agencies. Project design shall meet all City Requirements and conform to the City and Caltrans standard specifications, current edition.

CITY will pay for direct project’s construction phase advertisement costs.

B. Project Management
a. The City Manager will serve as the contract manager and direct liaison between the Consultant and Caltrans District 6 Division of Local Assistance. The consultant shall be responsible for project management activities throughout the life of the contract and the scope of activities includes but is not limited to, coordinating and being responsible for scheduling meetings,

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managing the project schedule, preparing and distributing minutes, field reviews, tracking action items for the City and consultant sub-contractors, and preparing all submissions for the City to submit to Caltrans Local Assistance and/or other agencies. b. Due to the fact that many of the City’s current and future projects are funded by Federal and State grants, the selected consulting firm must have excellent knowledge of the requirements of Caltrans’ Local Assistance Procedures Manual requirements. c. Preliminary Engineering Phase Authorization - Consultant shall prepare the Request for Authorization to Proceed with Preliminary Engineering package using procedures outlined in the Caltrans Local Assistance Procedures Manual.
d. Prepare and submit progress invoices to Caltrans for reimbursement.

C. Environmental Compliance
a. Coordinate with Caltrans Dist. 6 and schedule a field review of the site, as needed. b. Perform the site review, survey and study. Prepare and supply all reporting, presentations, documents, and mitigation requirements, etc. necessary to meet current NEPA environmental compliance requirements. Note: Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6:

Environmental Procedures, and the Standard Environmental Reference). City staff will prepare the CEQA document.
c. Coordinate with Caltrans Dist. 6 to determine if special studies will be required, i.e. cultural, archeological etc.
d. Prepare, submit, correct, edit and add information for the Exhibit 6-A Preliminary Environmental Study (PES) document and Area of Potential Effects (APE) map, as necessary. Contracting City is not obligated to proceed with final design for any alternative, all reasonable alternatives will be evaluated and given appropriate consideration, and the firm may not proceed with final design until the relevant CEQA/NEPA decision documents have been issued (e.g., CE, FONSI, or ROD).

D. Preliminary Engineering
a. Scope includes: Civil Engineering / Architectural / Field Survey / Soils & Materials Testing b. Coordinate with City Manager, Public Works Director, City Project Coordinator and/or Street Superintendent for initial concept and direction.
c. Surveys and Mapping – review aerial photos, mapping and perform surveying necessary for preliminary engineering, design, cost estimates, and the level of environmental clearance. The scope of comprehensive base mapping and surveying includes but is not limited to Control Surveys, Aerial Photogrammetry, Limited Design Level Topographic Surveys, Right-of-Way Retracement, and a Record of Survey.
d. Prepare a right-of-way certification per Caltrans LAPM Exhibit 13-A or 13-B, as applicable. e. Preliminary Engineering Studies – Develop general project locations and design concepts and related activities needed to establish the parameters for final design such as Geometrics, Hydraulics, Geotechnical, Bridge, Landscape Architecture, Traffic Operations, Electrical, ITS Elements, etc.
f. Develop concept and design drawings for submission to regulatory or funding bodies for approvals including, but not limited to: FHWA, and their corresponding California State agencies.
g. Submit preliminary design and preliminary construction cost estimate to the City for review and comment.
h. Prepare exhibits, renderings, drawings and prepare presentations to City Staff and/or City Council.
i. Utility Coordination – Submit improvement plans to utility companies in accordance with their requirements. Coordinate utility relocations, if any, including relocation of utility poles, as

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needed.
j. Provide geotechnical evaluations and recommendations services with field investigation borings, field samples, lab testing, as needed, for pavement design section, driveways, curb & gutter, cross gutters, footings, slabs, etc.
k. Provide civil engineering and/or architectural design for complete roadway geometric design, demolition, asphalt and base improvements, drainage, grading, curb, gutter, sidewalks, cross gutters, ADA access ramps, street signage, street striping/markings, electrical improvements, landscaping, irrigation, waste water, sewer improvements, water improvements, site improvements, structure/bridge design, building design, etc. l. On behalf of the City, apply for and obtain all required approvals and permits from all governing public agencies for the construction of the project.
m. Coordination with Adjacent Properties – Coordinate with adjacent property to establish driveway locations and other modifications required in front of their property such as fence relocations, mailbox relocation, or tree removal.
n. Assist City in applying for and obtaining utility services and/or relocation of existing utilities necessary for project(s) to be constructed and functional. o. Prepare construction plans, specifications and bidding documents for construction. (utilizing the Caltrans Standards and AASHTO Geometric Design guidelines, current edition). The Construction Plans, Specifications, Special Provisions and Bid Documents shall be adequate for obtaining construction bids in accordance with all applicable regulations and requirements of the pertinent Local/Federal/State funding entities.
p. Prepare a final detailed Construction Cost Estimate for the project based on the final design report. The Preliminary Construction Cost Estimate shall be an itemized estimate, including all of the components necessary for the complete construction of the project. q. The CONSULTANT/engineer shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number. r. Provide an electronic copy of the final approved plans and specifications. The electronic copy of the plans shall be provided as both AutoCAD files and PDF files, and the electronic copy of the specifications shall be provided in both Microsoft Word format and PDF format. s. Construction Phase Authorization - Consultant shall prepare the Request for Authorization to Proceed with Construction package to advance project to construction using procedures outlined in the Caltrans Local Assistance Procedures Manual.

E. Bid Process
a. Assist the City in all aspects of the bidding process with construction and engineering firms, including but not limited:
1) Distribute plans and specifications to Contractors and Plan Rooms 2) Keep Plan holders list
3) Prepare addendums
4) Perform design revisions, additions, answers to questions, RFI’s, etc. 5) Attend and conduct pre-bid and site walk meetings
6) Review three lowest bids and their good faith DBE efforts 7) Prepare bid summary
8) Verify low bidder’s qualifications
9) Make recommendations for awarding the construction contract F. Construction Engineering/Management/Inspection/ Soils and Materials Testing:
a. Provide Construction Engineering/Management and/or inspection services. b. Review and approve contract’s shop drawings, schedules, insurance, submittals and make recommendation for Notice to Proceed.
c. Coordinate with utility companies for connections, service, relocations, etc. d. Perform construction staking as required.
e. Perform contract administration paperwork, including, but not limited to, review contractor’s payment requests and make recommendation for payment, conflict resolution, check certified payroll, releases,

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bonds, final pay requests certificate of completion, etc. f. Investigate proposed contract change orders and submit background information to the City for a decision, if justified, and prepare necessary drawings and documents for approval. g. Perform inspection services, RE’s daily reports, materials, subcontractors, equipment, manpower, weather, activities, etc.
h. Responsible for ensuring that all work is built to standards defined by the contract documents. i. Perform materials and soils testing per City’s Quality Assurance Program. Materials testing services includes:
• Engage third-party testing and inspection firm.
• Sampling and testing of soils, asphalt concrete, concrete, steel, and other construction materials. • Evaluation of results and furnishing of testing reports. • Additional testing as applicable to ensure project expectations are met. (i.e., quality assurance testing).
j. Prepare and maintain as-built drawings and construction documentation for review by any auditing City. k. Prepare the final punch list and oversee punch list item resolution. l. Project Close Out.
m. Represent the City at all local, state or federal project audits.

G. Right of Way
CONSULTANT shall prepare a right-of-way certification per Caltrans LAPM Exhibit 13-A or 13-B, as applicable. The scope of comprehensive base mapping and surveying includes but is not limited to Control Surveys, Aerial Photogrammetry, Limited Design Level Topographic Surveys, Right-of-Way Retracement, and a Record of Survey.

H. Surveys
CONSULTANT shall review aerial photos, mapping and perform preliminary surveying necessary for preliminary engineering, design, cost estimates, and the level of environmental clearance.

CONSULTANT shall Perform construction surveys/staking as needed.

I. Subsurface Investigations
CONSULTANT has responsibility for making subsurface investigations. Soils testing and any other specialized services shall be performed by CONSULTANT and/or their Sub-Consultant.

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

K. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

L. Checking Shop Drawings
CONSULTANT shall review and approve contract’s shop drawings, schedules, insurance, submittals and make recommendation for Notice to Proceed. Payment for checking shop drawings by CONSULTANT shall be included in the AGREEMENT fee.

M. 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.

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

O. Deliverables and Number of Copies
As agreed upon by the City and consultant in a Task Order for each project.

As a MINIMUM the CONSULTANT shall provide an electronic copy of the final approved plans and specifications, and a hard copy of the final approved plans and specifications. The electronic copy of the plans shall be provided as both AutoCAD files and PDF files, and the electronic copy of the specifications shall be provided in both Microsoft Word format and PDF format. If requested, additional copies shall be provided at reproduction cost.

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on November 5, 2024, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on November 5, 2029, unless extended by AGREEMENT amendment.

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

C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only. The maximum term shall not exceed five (5) years.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.

C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.

D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount.

After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of

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compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.

F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.

I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.

J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

CITY OF TAFT
ATTN: Craig Jones
209 E. Kern Street
Taft, CA 93268
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.

N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.

O. Task Orders may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

P. The LOCAL AGENCY anticipates to enter into up to ten (10) task order contracts for performance of the Scope of Services identified in Article III of this AGREEMENT. The total amount payable by the LOCAL AGENCY for all Task Order Contracts must not exceed a cumulative maximum total value of Nine Hundred Thousand Dollars ($900,000) (“NTE Sum”). It is understood and agreed that there

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is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders. Each time a Task Order is awarded under any of the Task Order Contracts, the LOCAL AGENCY may send written notification to CONSULTANT. The notice will identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. CONSULTANT acknowledges and agrees that LOCAL AGENCY will not pay any amount under this AGREEMENT that would exceed the NTE Sum, and CONSULTANT must not enter into a Task Order that exceeds the NTE Sum.

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 liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

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

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years

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from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

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

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

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

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a

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FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

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

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

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

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

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

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

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

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

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

F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

Method 1: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost

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Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

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

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price.

If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment.

Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

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

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

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

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

D. Payroll Records

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

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

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

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

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

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above.

In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775.

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

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

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

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

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

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

H. Employment of Apprentices

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

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-toapprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements. Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT.

CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

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

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

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

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

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

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

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

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

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

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

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 CCR

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

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 Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

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 the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

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

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

3. Does not have a proposed debarment pending; and

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

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years.

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

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

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

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

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

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. • 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. • Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 19.00 %. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2:

Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT.

If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

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

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Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

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

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

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

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

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

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

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

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

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

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

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

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

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

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

11. The LOCAL AGENCY determines other documented good cause.

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

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

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

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

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

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

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

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

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
• Description of scope of work and cost proposal
• Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
• Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified

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and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive • Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.

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

The LOCAL AGENCY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1
st
-tier subconsultant
• Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

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

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

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display

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both commitments and attainments.

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

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

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

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

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

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

CONSULTANT and DBEs must submit any additional CUF related records and documents within five

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(5) business days of LOCAL AGENCY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

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

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

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

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

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

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

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

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AGENCY administering the contract.

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

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

ARTICLE XIX INSURANCE
A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance:

The City requires a minimum of Two Million Dollars ($2,000,000) Professional Liability Insurance, and General Liability Insurance; One Million Dollars ($1,000,000) Automobile Liability Insurance, and Workers' Compensation Insurance.

B. The Certificate of Insurance will provide:

1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY.

2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.

3. That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.

C. CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

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D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

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

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

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

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

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

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

B. Not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

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

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding

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necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

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

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

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

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

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession.

Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract. Any reuse by City for another project or project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal- aid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

Consultation or testimony will be reimbursed at the same rates, including travel costs that are being

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paid for CONSULTANT’s personnel services under this AGREEMENT.

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

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

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

F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

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

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

A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

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

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

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES
[The U.S. Department of Transportation Order No.1050.2A requires all federal-aid Department of Transportation contracts between an agency and a consultant to contain Appendices A and E of the Title VI Assurances. Include Appendices B, C, and D if appliable as shown below. In addition, the consultant must include the Title VI Assurances Appendices A and E, and if applicable Appendices B, C, and D in all subcontracts to perform work under the contract.

The clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a LOCAL AGENCY.

The clauses set forth in Appendix C and Appendix D of this Assurance shall be included as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the LOCAL AGENCY with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.]

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APPENDIX A
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:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part. f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

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

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APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S.

Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the recipient will use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the abovementioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.)

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APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.

Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

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APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE

ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by the recipient pursuant to the provisions of Assurance 7(b):

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above Non-discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.*
C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

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APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:
• Title VI of the Civil 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 CR 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 Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil 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, sub-recipients 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 of 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 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination 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).

November 2024

ARTICLE XXXIII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT: BHT Engineering, Inc
Juan Pantoja, Project Manager
218 S. H Street, Suite 201
Bakersfield, CA 93304
LOCAL AGENCY: City of Taft
Craig Jones, Local Administrator
209 E. Kern Street
Taft, CA 93268

ARTICLE XXXIV CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMENT constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the signatures below.

ARTICLE XXXV SIGNATURES
CITY OF TAFT BHT ENGINEERING, INC.
_____
Dave Noerr, Mayor Juan Pantoja
Attest:
____________________________
Yvette Mayfield, MMC
City Clerk
Date: Date:

BHT ENGINEERING, INC.

Civil Engineering, Building Design & Construction Management DBE Firm ID#46277
218 S. “H” Street, Ste. 201
Bakersfield, CA 93304
(661) 558-4641
EFFECTIVE – April 2024

CITY OF TAFT

SCHEDULE OF HOURLY BILLING RATES
Personnel Rate
Principal Engineer/Engineering Administrator $190.00 per hour Senior Civil Engineer $165.00 per hour
Senior Project Manager $155.00 per hour
Assistant Project Manager $110.00 per hour
Senior CAD Designer $125.00 per hour
Administrative Assistant/Clerical $ 65.00 per hour
Senior Construction Manager $165.00 per hour
Field Work – Prevailing Wage Rates
Construction Inspector/ Resident Engineer $155.00 per hour 2-Person Survey Crew $300.00 per hour
1-Person Survey Crew $200.00 per hour
Miscellaneous
Mileage $ 0.65 per mile
Materials and Copies Required for the
Execution of the Work At Cost (No Mark-up)
Outside services At Fee + 15%
NOTE: These fees subject to 50% surcharge for any work performed during overtime hours.

REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: NOVEMBER 5, 2024
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

PROFESSIONAL SERVICES AGREEMENT WITH GB-TRANSLATIONS FOR ON-CALL

INTERPRETER AND TRANSLATION SERVICES
SUMMARY STATEMENT:

The Planning Director has been working on the Taft Housing Element Update 2023-2031 document with consultant services provided by Precision Civil Engineering since January 2024.

The public workshops held to solicit feedback and input from Taft residents has found the need to interpreter and translation services for public meetings. The Planning Director reached out to the Kern County Superior Court’s Interpreter Services Division for some references. Gloria Hughes of GB-Translations was referred to the Planning Director.

Attached are the hourly rates and charges for interpreter and translation services provided by GB-Translations. It is anticipated the Ms. Hughes will be needed for one workshop for the housing element process, and subsequent Planning Commission and City Council meetings to approve the Housing Element in later 2024 or early 2025. Ms. Hughes would also be available for other regularly schedule public meetings as needed. It is recommended that the City enter into a professional services agreement with GB-Translations for an amount not to exceed $10,000 for the fiscal year 2024-25.

RECOMMENDED ACTION:

Motion to approve the professional services agreement between the City of Taft and GBTranslations, authorize the Mayor to execute said agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): Yes, up to $10,000 for FY 2024-25 from the General Fund ATTACHMENT (Y/N): Professional Services Agreement
Exhibit A – GB-Translations Hourly Rates and other charges PREPARED BY: Mark Staples, Director, Planning & Development Services

AGREEMENT
THIS AGREEMENT (the “Agreement”) made this 5th day of November, 2024, by and between the CITY OF TAFT (“City”) and Gloria Hughes of GB-Translations (“Consultant”),

W I T N E S S E T H
WHEREAS, City wishes to hire Consultant to provide on-call interpreter and translation services, which includes, but is not limited to, translations of English language documents into Spanish, editing and proofreading, including rush services, declaration of translator signed before notary public, interpreting services of the English language into Spanish for attendees during public meetings such as City Council, Planning Commission, committee meetings, and public workshops; with travel mileage reimbursed as directed for this fiscal year 2024-25, and Consultant is agreeable thereto under the terms and conditions described hereinafter.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth hereinafter, the parties agree as follows:

1. the parties incorporate the foregoing recitals as if fully set forth herein verbatim; and

2. City hereby contracts with Consultant to perform the Services and Consultant agrees to provide the Services under the terms and conditions hereinafter described.

3. Consultant shall provide the Services at a cost not to exceed $10,000.00 during the current fiscal year terminating on June 30, 2025. Consultant’s compensation shall be calculated based on the number of hours expended by the Consultant charged at the rates more particularly described in Exhibit A attached hereto and by this reference made a part hereof. City shall pay Consultant based on invoices submitted by Consultant no more often than monthly. The invoices shall contain a description of the Services performed during the period referred to in the invoice and of the employees performing them, and the number of hours expended, provided, however, that no such invoice shall include charges for Services not yet performed. Each invoice shall contain such other information and documentation as City may reasonably require from time to time. City Manager or his designated representative, shall have the right of reasonable review of each invoice and, at the conclusion of the review, City Manager shall place the matter on the agenda for the next available City Council meeting for consideration by the City Council. Upon approval of each such invoice by the City Council, same shall be paid in the regular cycle of payments made by City for other bills and claims.
a. In addition to the compensation payable to Consultant, City agrees to pay certain costs that may be incurred by Consultant (the “Costs”). These Costs may include hardware, software, peripherals and procured services, provided, however, that no Costs shall be incurred without City’s prior written consent. All Costs billed in any invoice shall be itemized and describe how Costs were incurred and include copies of receipts where applicable. City shall have the right of reasonable review and approval of the Costs.

GB-Translations Professional Services Agreement November 5, 2024 2 4. Consultant shall complete the Services within the time frames agreed upon by the City and Consultant from time to time during the course of this Agreement.

5. Consultant shall indemnify, defend and hold the City, its officers, Councilmembers, employees, representatives, directors, managers, successors, and agents harmless from and against any and all losses, claims, liabilities, costs and expenses, and damages, including, but not limited to, reasonable out of pocket attorney’s fees and court costs arising out of or resulting from any act or omission by or on behalf of Consultant. The City shall indemnify, defend and hold Consultant, her employees, representatives, successors, and agents harmless from and against any and all losses, claims, liabilities, costs and expenses, and damages, including, but not limited to, reasonable out of pocket attorney’s fees and court costs arising out of or resulting from any act or omission by or on behalf of the City. Notwithstanding the foregoing, to the extent that City provides Consultant with information, records, or other documents necessary or convenient for Consultant to complete the Services, Consultant may rely on the accuracy and completeness of same (except as otherwise advised by the City in writing) and Consultant shall have no liability for same to the extent that they are incomplete or inaccurate. Except in case of willful misconduct or gross negligence, Consultant’s entire liability to the City for damages or other amounts arising out of or in connection with the Services provided by Consultant hereunder shall not exceed the total amount of payments made by the City to Consultant under this Agreement.

6. Without limiting Consultant’s obligations under Paragraph 5 of this Agreement, Consultant shall carry errors and omissions insurance of not less than One Million Dollars ($1,000,000) per year in the aggregate, and any additional insurance required by the State of California. Consultant shall furnish to the City proof of insurance required by this Agreement upon request and shall notify the City of any changes to the insurance.

7. Consultant shall not assign its interest herein or any part thereof and any attempted assignment shall be void. All translations generated by Consultant shall be the property of City and shall be delivered to City upon demand without additional costs or expense to City, upon full payment of agreed fees. Notwithstanding the foregoing, Consultant shall have the right to retain file copies of the items to be translated, terminological glossaries, research notes, and translations for future reference. In the event Consultant needs to access City files in the performance of its Services, Consultant shall first receive authorization from the City Manager to do so.

8. Either party may terminate this Agreement at any time by giving the other party ten (10) days prior written notice, provided that in such event Consultant shall be entitled to payment for those services rendered through the date of termination, provided satisfactory to City.

9. All notices required to be given under this Agreement or by law shall be in writing and shall be deemed received by the party to whom directed if personally served or if faxed, emailed, or when deposited in the United States mail, postage prepaid, first class, faxed or emailed or addressed as follows:

GB-Translations Professional Services Agreement November 5, 2024 3 If to City: If to Consultant:

City Manager GB-Translations
209 E. Kern Street Gloria Hughes
Taft, California, 93268 12205 White Rapids Way
Fax – (661) 765-2480 Bakersfield, CA 93311
[email protected] [email protected]
Any party may change its address or fax number by giving notice to the other party in the manner herein described.

10. Time is of the essence with regard to each covenant, condition and provision of this Agreement.

11. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

12. This Agreement constitutes the entire Agreement between the parties with regard to the subject matter herein and supersedes all prior oral and written agreements and understandings between the parties with respect thereto.

13. This Agreement may not be altered, amended, or modified except by a writing executed by duly authorized representatives of all parties.

14. In the event any action or proceeding is instituted arising out of or relating to this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and actual costs.

15. This Agreement may be executed in counterparts and the respective signature pages for each party may thereafter be attached with the body of this Agreement to constitute one integrated Agreement which is as fully effective and binding as if the entire document had been signed at one time.

16. Notwithstanding any provision to the contrary, this Agreement shall not become effective and shall not be binding as to any party until all of the parties have executed this Agreement.

17. Waiver by a party of any provision of this Agreement shall not be considered a continuing waiver or a waiver of any other provision, including the time for performance of any such provision.

18. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and not be affected, impaired, or invalidated thereby.

19. City and Consultant each acknowledge that each party and their respective legal counsel have reviewed this Agreement and agree that this Agreement is the product of negotiations between the parties. This Agreement shall be interpreted without reference to the rule of GB-Translations Professional Services Agreement November 5, 2024 4 interpretation of documents that uncertainties or ambiguities therein shall be determined against the party so drafting the Agreement.

20. Consultant agrees to take all reasonable measures to protect City’s computer systems from computer viruses including, without limitation, installation and maintenance of the latest versions of anti-virus software. Any computer virus existing as of the date of this Agreement may be removed by Consultant at City’s request and at City’s sole cost and expense.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove written.

CITY OF TAFT GB-Translations, “Consultant”
____________________________ ________________________________ Dave Noerr, Mayor Gloria Hughes
ATTEST:
______________________________
Yvette Mayfield, MMC
City Clerk
APPROVED AS TO FORM:
______________________________
Jason Epperson, City Attorney
SERVICE Price (US dollars)

TRANSLATION
Spanish<>English
(rate per word for documents in editable Word format only) Hourly charge for documents in all other formats
*All translations include a signed Declaration of Translator* Declaration of Translator signed before a notary public $0.25 - $0.40 per word
(surcharge applies for highly
technical texts or if in-depth
research is required)
or
$100/hour to $120/hour
$30/declaration
Editing/proofreading
Hourly rate
$100/hour
Additional charges:

Charge for working on non-editable documents
(PDF, Excel, .gif files, physical print-outs, etc.)
Rush charge
(Same day, 24/48-hour service, weekend service, etc.)
Shipping of translation (USPS)
Additional 25% of the
quoted price
Additional 50% of the quote
price
$20

INTERPRETATION
Simultaneous conference interpreting services
(with equipment, to be rented/provided by the client)
 Late cancellation fee
(48 hour or less before scheduled time)
 2 week prior notice required for events on weekdays between 8:00 am and 5:00 pm
 For events out of Bakersfield, CA, mileage and travel time will be charged (IRS standard mileage rate)
 Travel time
$130/hour (min. 2 hours)
$150/hour (weekends)
$230
$0.67/mile
$60/hour
Consecutive interpreting services (no equipment)
(Meetings, Mediation, Depositions, Court appearances, etc.)  Late cancellation fee
(48 hour or less before scheduled time)
 2 week prior notice required for events on weekdays between 8:00 am and 5:00 pm
 For events out of Bakersfield, CA, mileage and travel time will be charged (IRS standard mileage rate)
Travel time
$130/hour (min. 2 hours)
$150/hour (weekends)
$230
$0.67/mile
$60/hour

EXHIBIT A
Additional Information, Terms, and Conditions:

1. Once the documents to be translated are reviewed/details about the interpreting job have been sent a free quote will be provided with more detailed terms and conditions for that specific assignment.

2. No project work will be started unless the customer accepted and agreed to the terms, conditions, and quote in writing via e-mail.

3. Translated documents can be hand delivered in Bakersfield, CA, or sent anywhere else via USPS (extra charge). UPS, FedEx or any other carrier can be used if client provides shipping label or agrees to pay the additional charge. If no notarization is required, translations and translator’s declaration can be sent electronically by email in a PDF file.

4. Translation projects by new customers will require a 30% deposit.

5. Payment can made in cash, check, or via Zelle upon receipt of translation, or before it is shipped or emailed.

6. Interpreting projects that exceed one day in length will require a 30% deposit.

7. Any invoices not paid within 30 days of receipt of the invoice will be subject to additional fees and a 10% penalty for late payment.

8. Any changes or corrections to a translation must be submitted via email at gloria@gbtranslations.com no later than 10 days after having received the final translation. Failure to request changes or corrections prior to the 10 days will be considered acceptance of the translation.

9. I work with a small group of highly qualified interpreters, translators, and linguists who provide freelance editing and proofreading services. It is possible that I will collaborate with one or more of my freelance colleagues on your project. If you would prefer that the work be done exclusively by me, please let me know, and I will be glad to accommodate you.

Gloria Hughes
California Certified Court Interpreter Cert. # 301361
Federally Certified Court Interpreter
ATA Certified Translator EN>SP Cert. # 509058
[email protected]
Phone (661) 203 6036

EXHIBIT A