HomeMy WebLinkAbout2026/05/26 City Council Resolution 2026-044 RESOLUTION NO. 2026-044
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE CITY MANAGER TO EXECUTE AN ARCHITECTURAL AND
ENGINEERING (A&E) CONSULTANT SERVICES AGREEMENT WITH STEVEN
GROVER& ASSOCIATES (SGA) IN THE AMOUNT OF $1,515,576 TO PREPARE THE
PROJECT APPROVAL & ENVIRONMENTAL DOCUMENT (PA&ED) FOR THE
HIGHWAY 101 BICYCLE AND PEDESTRIAN OVERCROSSING PROJECT NO. CIP2202,
FEDERAL PROJECT NO. CML-5379(027)
WHEREAS,Highway 101 bisects the City of Rohnert Park and creates connectivity gaps
between east and west communities, limiting safe and efficient active transportation; and
WHEREAS,the Highway 101 Bicycle and Pedestrian Overcrossing Project (Project)
proposes to improve safety and connectivity by constructing a Class I bikeway crossing at Copeland
Creek, closing a critical gap in the City's trail network and linking residential areas, schools, transit,
and commercial centers; and
WHEREAS, the City completed a Feasibility Study in February 2022 identifying the
Copeland Creek location and the "Butterfly Arch Bridge" concept as the preferred alternative, with
unanimous City Council support; and
WHEREAS,the Project Initiation Document (PID)was completed in September 2024,
identifying scope, schedule, costs, environmental considerations, and alternatives for the project; and
WHEREAS,the City issued a Request for Proposals on April 11, 2025 in accordance with
Caltrans requirements, for the PA&ED and PS&E next phases of the Project; and
WHEREAS, Steven Grover& Associates (SGA)was the sole qualified proposer, and was
selected by the Caltrans approval of a noncompetitive procurement determination; and
WHEREAS,the Project currently only has available funds of$3,787,315,15 to proceed with
the PA&ED scope of the Project with SGA; and
WHEREAS, staff recommends that the City Council authorize the City Manager to execute
the A&E Consultant Agreement with SGA in the total amount not to exceed $1,515,576; and
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Rohnert Park
that it does hereby authorize and approve as follows:
1. The above recitals are true and correct and material to this Resolution.
2. Pursuant to the Caltrans Consultant Selection Manual, staff prepared a Request for
Proposals (RFP) derived from the Caltrans RFP checklist, for an Architectural and
Engineering Consultant,to develop the PA&ED and PS&E for the Highway 101 Bicycle and
Pedestrian Overcrossing Project (CIP2202).
3. Steven Grover& Associates (SGA) was selected based on the criteria set forth in the
Caltrans Consultant Selection Manual, A&E Federal Consultant Procurement Checklist, and
approval of the Financial Document Review by the Caltrans Independent Office of Audits
and Investigations (IOAI).
4. The City Manager is hereby authorized and directed to execute the A&E Consultant
Agreement with SGA, which is attached hereto and incorporated by this reference, for the
Resolution 2026-044
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sum of One Million, Five Hundred Fifteen Thousand, Five Hundred and Seventy-Six Dollars
($1,515,576).
6. City staff is hereby directed to issue a Notice to Proceed to SGA, for the development of
the PA&ED for the Project.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute documents pertaining to same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED BY THE CITY COUNCIL OF THE CITY
OF ROHNERT PARK ON this 26th day of May, 2026.
CITY OF ROHNERT PARK
ATTEST: T cie Elward, i Mayor
Elizabeth Machado, Assistant City Clerk
APPROVED AS TO FORM: -- -
allavi ishwanath, Deputy City Attorney
Attachments: Exhibit A
ADAMS: 1r GUIDICE: a RODRIGUEZ: Rye ELWARD: Prie_ SANBORN: g1—serri-
AYES: ( 4- ) NOES: ( ) ABSENT: ( [ ) ABSTAIN: ( )
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Resolution 2026-044
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ARCHITECTURAL AND ENGINEERING CONSULTANT SERVICES AGREEMENT
HIGHWAY 101 BICYCLE AND PEDESTRIAN PROJECT
PROJECT NO. 2022-02
TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION…………………………………………………………………………………….3
ARTICLE II CONSULTANT’S REPORTS OR MEETINGS…………………………………………………..4
ARTICLE III STATEMENT OF WORK…………………………………………………………………………4
ARTICLE IV PERFORMANCE PERIOD……………………………………………………………………….….6
ARTICLE V ALLOWABLE COSTS AND PAYMENTS…………………………………………………………6
ARTICLE VI TERMINATION…………………………………………………………………………………….7
ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS…………………………..8
ARTICLE VIII RETENTION OF RECORD/AUDITS……………………………………………………………8
ARTICLE IX AUDIT REVIEW PROCEDURES…………………………………………………………………8
ARTICLE X SUBCONTRACTING ........................................................................................................ 10
ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................ 11
ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................. 12
ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 15
ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ....................... 15
ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS
FOR LOBBYING .................................................................................................................................. 15
ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 16
ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 17
ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) ………………………………..17
ARTICLE XIX INSURANCE ................................................................................................................. 18
ARTICLE XX FUNDING REQUIREMENTS .......................................................................................... 19
ARTICLE XXI CHANGE IN TERMS ..................................................................................................... 20
ARTICLE XXII CONTINGENT FEE… .............................................................................................. .…20
ARTICLE XXIII DISPUTES…………………………………………………………………………………..... 20
ARTICLE XXIV INSPECTION OF WORK…. ........................................................................................ 20
ARTICLE XXV SAFETY ...................................................................................................................... 21
ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 21
ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’S CONSTRUCTION CONTRACTOR ............. 22
ARTICLE XXVIII CONFIDENTIALITY OF DATA ................................................................................. 22
ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ...................................... 23
ARTICLE XXX EVALUATION OF CONSULTANT ............................................................................... 23
ARTICLE XXXI TITLE VI ASSURANCES……………………………………………………………………...23
ARTICLE XXXII NOTIFICATION .......................................................................................................... 27
ARTICLE XXXIII CONTRACT ............................................................................................................... 28
ARTICLE XXXIV SIGNATURES ........................................................................................................... 28
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ARTICLE I INTRODUCTION
A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and
the following named, hereinafter referred to as, LOCAL AGENCY:
The name of the “CONSULTANT” is as follows:
Steven Grover & Associates (SGA)
Incorporated in the State of California
The Project Manager for the “CONSULTANT” will be Oscar Tsai
The name of the “LOCAL AGENCY” is as follows:
City of Rohnert Park
The Contract Administrator for LOCAL AGENCY will be Eydie Tacata
B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and
the approved CONSULTANT’s NEGOTIATED Cost Proposal dated 12/16/2025. The approved
CONSULTANT’s Cost Proposal is attached hereto Exhibit B and incorporated by reference. If there
is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT
shall take precedence.
C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold
harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and
against any and all claims, damages, demands, liability, costs, losses and expenses, including
without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any
failure to comply with applicable law, any injury to or death of any person(s), damage to property,
loss of use of property, economic loss or otherwise arising out of the performance of the work
described herein, to the extent caused by a negligent act or negligent failure to act, errors,
omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on
the part of CONSULTANT, except such loss or damage which was caused by the sole negligence,
or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The
provisions of this section shall survive termination or suspension of this AGREEMENT.
D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is
understood and agreed that CONSULTANT (including CONSULTANT's employees) is an
independent contractor and that no relationship of employer-employee exists between the Parties
hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to
employees of LOCAL AGENCY.
E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation
payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue
W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned
personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the
control 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 LOCAL AGENCY
based upon any contention by any third party that an employer-employee relationship exists by
reason of this AGREEMENT.
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G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are
not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior
written approval of the LOCAL AGENCY. However, claims for money due or which become due to
CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial
institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer
whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.
H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and
omissions of its contractors and subcontractors or subconsultants, and of persons either directly or
indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.
I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing
and signed by the parties authorized to bind the parties; and no oral understanding or agreement
not incorporated herein, shall be binding on any of the parties hereto.
J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all
of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem,
unless otherwise expressly so provided.
ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently
detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing
to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently
address any difficulties or special problems encountered, so remedies can be developed.
B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as
needed, to discuss progress on the AGREEMENT.
ARTICLE III STATEMENT OF WORK
A. CONSULTANT Services
SGA has been contracted to perform all of the work necessary for the Caltrans Project Approval and
Environmental Document (PA&ED) phase of the project. All work conducted by the SGA Team will be in
accordance with Caltrans standards for design, quality control, and work performance guidelines.
(PA&ED) PHASE
PAED-1. Management, Coordination, Outreach & Funding Planning
1. Project Management
PA&ED 1.1. Deliverables:
a. Kick-off meeting agenda, minutes, and action log
b. Progress reports, invoices, and CPM
2. Project Coordination
PA&ED 1.2. Deliverables:
a. Meeting exhibits and presentation materials
b. Meeting agendas, minutes, and action logs
c. PDT Roster
d. Updated Risk Register
3. Community Outreach / Project Communication
PA&ED 1.3. Deliverables:
a. Public meeting materials (e.g., sign-in sheets, presentations, poster-sized exhibits,
handouts)
b. Meeting notification messages, graphics, flyers, and advertisements
c. Status updates for the project website
4. Project Funding Planning
PA&ED 1.4. Deliverables:
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a. Information and graphics in support of local, state, and federal funding opportunities
PAED-2. Preparation of Caltrans Project Reports and Environmental Clearance
1. Preliminary Engineering
PA&ED 2.1. Deliverables:
a. Preliminary design drawings (e.g., layout, profile, and typical sections)
b. DWG base map with new aerial topography
c. Preliminary Utility Conflict Map
d. 3D context model
e. Graphics and visualizations for use in VIA
f. Design Standard Decision Document (DSDD)
g. Draft technical studies/reports, plans, and exhibits discussed above
h. Revised (Final) supporting technical studies/reports
i. 11-page cost estimates and qualitative cost comparison
j. Draft/Final PS&E Cooperative Agreement
k. Risk Register (RR)
2. Project Report (PR)
PA&ED 2.2. Deliverables:
a. Administrative Draft PR with cost analysis
b. Draft PR
c. Signed Draft PR
d. Comment resolution matrix
e. Revised (Final) supporting documents/technical studies and reports
f. Administrative FPR
g. Draft FPR
h. Signed FPR
3. Environmental Clearance
PA&ED 2.3. Deliverables:
a. Draft technical reports, plans, exhibits, and narratives
b. DED (IS)
c. Draft and final public meeting presentation materials and summary notes
d. Notice of Intent (NOI) to adopt CEQA Mitigated Negative Declaration (MND)
e. Responses to public comments
f. Revised (Final) supporting documents/technical studies and reports
g. FED (IS/MND)
h. Three (3) full-sized hard copies of FED and supporting studies
i. Notice of Determination (NOD)
j. Environmental Commitment Record (ECR)
4. Right of Way Needs Identification and R/W Data Sheet
PA&ED 2.4. Deliverables:
a. Right of Way Boundary Mapping
b. Right of Way Data Sheets
B. Right of Way
• Right of Way Boundary Mapping
• Right of Way Data Sheets
• Right of Way Certification
Right of way mapping - The information gathered will be used to supplement the project’s base
mapping to create resolved R/W and Land Net, Internal Hardcopy, and Appraisal Mapping in
AutoCAD format. CT R/W Mapping will also include Section 83/Relinquishment/CCUA/JUA exhibits
moving forward, as well as monument mapping. Boundary/retracement surveys will be used in the
development of the appraisal mapping, R/W record mapping, and plat and legal documentations
used in the R/W Acquisition process.
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C. Surveys
CONSULTANT to perform survey work for construction plans and boundary & right of way
acquisitions.
D. Subsurface Investigations. CONSULTANT has responsibility for making subsurface investigations. If
borings or other specialized services are to be made by others under the supervision of
CONSULTANT, appropriate provisions are to be incorporated.
E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or
government agency that are to be made available to CONSULTANT are referred to in the
AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated
clearly.
F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the
work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by
CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.
G. Checking Shop Drawings
Check shop drawings as necessary.
H. CONSULTANT Services During Construction
Not applicable.
I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the
work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may
include preparation of progress and final reports, plans, specifications and estimates, or similar
evidence of attainment of the AGREEMENT objectives.
J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans,
specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for
additional copies. The information is Included in deliverables for the PA&ED phase above.
ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on May 27, 2026, 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 30, 2029 unless
extended by AGREEMENT amendment.
B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on
LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.
ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AGREEMENT will be based on lump sum. The total lump sum price
paid to CONSULTANT will include compensation for all work and deliverables, including travel and
equipment described in Article III Statement of Work. No additional compensation will be paid to
CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the
instance of a change in the scope of work or scope of the project, adjustment to the total lump sum
compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the
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total lump sum compensation will not be effective until authorized by AGREEMENT amendment
and approved by LOCAL AGENCY.
B. Progress payments may be made monthly in arrears based on the percentage of work completed
by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the
schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay
payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.
C. 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 of any work, or for
any work performed prior to approval of this AGREEMENT.
D. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S
Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than
thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices
shall detail the work performed on each milestone, on each project as applicable. Invoices shall
follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT
number and project title. Final invoice must contain the final cost and all credits due LOCAL
AGENCY that include any equipment purchased under the provisions of Article XI Equipment
Purchase. The final invoice must be submitted within sixty (60) calendar days after completion of
CONSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be
mailed to LOCAL AGENCY’s Contract Administrator at the following address:
City of Rohnert Park, Attn: Eydie Tacata, Sr. Management Analyst
600 Enterprise Drive, Rohnert Park CA 94928
Invoices@prcity.org
E. The total amount payable by LOCAL AGENCY shall not exceed $1,515,576.
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 LOCAL AGENCY by virtue of any breach of
this AGREEMENT by CONSULTANT, and LOCAL AGENCY may withhold any payments due to
CONSULTANT until such time as the exact amount of damages, if any, due LOCAL AGENCY from
CONSULTANT is determined.
D. In the event of termination, CONSULTANT shall be compensated as provided for in this
AGREEMENT. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not
limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data
estimates performed to that date, whether completed or not.
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ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS
A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be
used to determine the allowability of individual terms of cost.
B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
C. Any costs for which payment has been made to the CONSULTANT that are determined by
subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by
the CONSULTANT to LOCAL AGENCY.
D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher
Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards shall apply.
ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT,
Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting
records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the
performance of the AGREEMENT including, but not limited to, the costs of administering the
AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such
workpapers and materials available at their respective offices at all reasonable times during the
AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT
and records for real property and equipment acquired with federal funds must be retained for three (3)
years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized
representative of the Federal government having jurisdiction under Federal laws or regulations
(including the basis of Federal funding in whole or in part) shall have access to any books, records, and
documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that
are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and
transactions, and copies thereof shall be furnished if requested without limitation.
ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this
AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S
Chief Financial Officer.
B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may
request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The
request for review will be submitted in writing.
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,
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E. 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.
F. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or
audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may
review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted
by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to
the Work Paper Review recommendations included in the management letter or audit
recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the
Work Paper Review recommendations included in the management letter or audit
recommendations included in the audit report will be considered a breach of the AGREEMENT
terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.
1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent
CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise
during the review. Each party agrees to use its best efforts to resolve any audit disputes in a
timely manner. If IOAI identifies significant issues during the review and is unable to issue a
cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted
ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS
(Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in
accordance with procedures and guidelines of the American Association of State Highways and
Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and
guidelines) is received and approved by IOAI.
Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate
reimbursed will be ninety percent (90%) of the proposed rate.
b. If the proposed rate is between one hundred fifty percent (150%) and two hundred
percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed
rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will
be seventy-five percent (75%) of the proposed rate.
2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require
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.
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4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items
have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;
(2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL
AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST
SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after
occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all
other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a
prime or subconsultant, with the same fiscal period ICR.
ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between
the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the
CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be
as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of
persons either directly or indirectly employed by any of them as it is for the acts and omissions of
persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its
Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make
payments to the CONSULTANT.
B. The CONSULTANT shall perform the work contemplated with resources available within its own
organization and no portion of the work shall be subcontracted without written authorization by the
LOCAL AGENCY Contract Administrator, except that which is expressly identified in the
CONSULTANT’s approved Cost Proposal.
C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions
stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.
D. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract
Administrator in advance of assigning work to a substitute Subconsultant.
E. 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.
CONSULTANT must 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
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email a copy of Exhibit 9-P to DBE.Forms@dot.ca.gov before the end of the month after receiving
the Exhibit 9-P from the CONSULTANT.
F. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular
incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work,
and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall
designate one of the methods below in the contract to ensure prompt and full payment of any
retainage kept by CONSULTANT or subconsultant to a subconsultant.
The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular
incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work
and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant
shall return all monies withheld in retention from all subconsultants within 15 days after receiving
payment for work satisfactorily completed and accepted including incremental acceptances of
portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may
take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation
of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties,
sanctions, and other remedies specified in Section 3321 of the California Civil Code. This
requirement shall not be construed to limit or impair any contractual, administrative or judicial
remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving
late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or
noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.
Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the
penalties, sanctions and other remedies specified therein. These requirements shall not be
construed to limit or impair any contractual, administrative, or judicial remedies otherwise available
to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment
by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.
ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES
A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before
CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand
dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide
an evaluation of the necessity or desirability of incurring such costs.
B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved
Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL
AGENCY’s Contract Administrator, three competitive quotations must be submitted with the
request, or the absence of proposal must be adequately justified.
C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to
the following:
1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable
property is defined as having a useful life of at least two years and an acquisition cost of five
thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold
or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the
AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the
equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such
equipment at the best price obtainable at a public or private sale, in accordance with established
LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales
price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at
CONSULTANT’s expense, on the basis of a competent independent appraisal of such
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equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL
AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions
of such sale must be approved in advance by LOCAL AGENCY.
2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a
fair market value greater than five thousand dollars ($5,000) is credited to the project.
ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work
elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor
Code §1725.5. Registration with DIR must be maintained throughout the entire term of this
AGREEMENT, including any subsequent amendments.
B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code
requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations
applicable to work under this AGREEMENT are available and on file with the Department of
Transportation's Regional/District Labor Compliance Officer
(https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific
part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to
work performed at a construction project site. Prevailing wages will be applicable to all inspection
work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site
locations that are set up by the construction contractor or one of its subcontractors solely and
specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to
inspection work performed at the facilities of vendors and commercial materials suppliers that
provide goods and services to the general public.
C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from
the Department of Industrial Relations website at http://www.dir.ca.gov.
D. Payroll Records
1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and
supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000
showing the name, address, social security number, work classification, straight time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed by the CONSULTANT or
Subconsultant in connection with the public work. Each payroll record shall contain or be
verified by a written declaration that it is made under penalty of perjury, stating both of the
following:
a. The information contained in the payroll record is true and correct.
b. The employer has complied with the requirements of Labor Code §1771, §1811, and
§1815 for any work performed by his or her employees on the public works project.
2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the
CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall
be made available for inspection and copying by LOCAL AGENCY representatives at all
reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide
copies of certified payrolls or permit inspection of its records as follows:
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
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Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls
submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the
Division of Apprenticeship Standards shall not be altered or obliterated by the
CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT.
The CONSULTANT is required to forward any requests for certified payrolls to the
LOCAL AGENCY Contract Administrator by both email and regular mail on the business
day following receipt of the request.
3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1)
above, to the entity that requested the records within ten (10) calendar days after receipt of a
written request.
4. Any copy of records made available for inspection as copies and furnished upon request to the
public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a
manner as to prevent disclosure of each individual's name, address, and social security
number. The name and address of the CONSULTANT or Subconsultant performing the work
shall not be marked or obliterated.
5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated
under paragraph (1) above, including the street address, city and county, and shall, within five
(5) working days, provide a notice of a change of location and address.
6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply
subsequent to receipt of written notice requesting the records enumerated in paragraph (1)
above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day
period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for
each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.
Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT
is not subject to a penalty assessment pursuant to this section due to the failure of a
Subconsultant to comply with this section.
E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with
certified payroll requirements. Invoice payment will not be made until the invoice is approved by the
LOCAL AGENCY Contract Administrator.
F. Penalty
1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and
§1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit
to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each
calendar day, or portion thereof, for each worker paid less than the prevailing rates as
determined by the Director of DIR for the work or craft in which the worker is employed for any
public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in
violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780,
inclusive.
2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be
based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or
Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the
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.
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3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the
prevailing wage rates and the amount paid to each worker for each calendar day or portion
thereof for which each worker was paid less than the prevailing wage rate shall be paid to each
worker by the CONSULTANT or Subconsultant.
4. If a worker employed by a Subconsultant on a public works project is not paid the general
prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable
for the penalties described above unless the CONSULTANT had knowledge of that failure of the
Subconsultant to pay the specified prevailing rate of wages to those workers or unless the
CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the
performance of work on public works projects shall include a copy of the requirements in
Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.
b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of
per diem wages by the Subconsultant to the employees by periodic review of the
certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate
of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take
corrective action to halt or rectify the failure, including but not limited to, retaining
sufficient funds due the Subconsultant for work performed on the public works project.
d. Prior to making final payment to the Subconsultant for work performed on the public
works project, the CONSULTANT shall obtain an affidavit signed under penalty of
perjury from the Subconsultant that the Subconsultant had paid the specified general
prevailing rate of per diem wages to the Subconsultant’s employees on the public works
project and any amounts due pursuant to Labor Code §1813.
5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public
works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has
failed to pay workers the general prevailing rate of per diem wages.
6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general
prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under
the AGREEMENT to pay those employees the balance of wages owed under the general
prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due
the Subconsultant sufficient to pay those employees the general prevailing rate of per diem
wages if requested by LOCAL AGENCY.
G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to
the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the
AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during
which such worker is required or permitted to work more than eight (8) hours in any one calendar
day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code,
and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in
excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted
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
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apprentices.
2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements
regarding the employment of apprentices, including mandatory ratios of journey level to
apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are
advised to contact the DIR Division of Apprenticeship Standards website at
https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices
and for the specific journey-to- apprentice ratios for the AGREEMENT work. The
CONSULTANT is responsible for all subconsultants’ compliance with these requirements.
Penalties are specified in Labor Code §1777.7.
ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or
other relationship with LOCAL AGENCY that may have an impact upon the outcome of this
AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also
list current clients who may have a financial interest in the outcome of this AGREEMENT or any
ensuing LOCAL AGENCY construction project which will follow.
B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential
conflicts of interest that may exist relative to the services to be provided pursuant to this
AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or
potential conflicts of interest that may develop subsequent to the date of execution of this
AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if
required by either LOCAL AGENCY ordinance or State law.
C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or
business interest that would conflict with the performance of services under this AGREEMENT.
D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated
with the CONSULTANT or subconsultant that bids on any construction contract or on any
Agreement to provide construction inspection for any construction project resulting from this
AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An
affiliated firm is one, which is subject to the control of the same persons, through joint ownership or
otherwise.
ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates,
kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.
For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to
terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or
to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or
other unlawful consideration.
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
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making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or
modification of this AGREEMENT.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a member of Congress in
connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
B. This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not
more than one hundred thousand dollars ($100,000) for each such failure.
C. The CONSULTANT also agrees by signing this document that he or she shall require that the
language of this certification be included in all lower tier subagreements, which exceed one hundred
thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.
ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE
A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under
penalty of perjury under the laws of the State of California that the CONSULTANT has, unless
exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2
CCR §11102.
B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny
the AGREEMENTS’ 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 ensure 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 §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
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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.
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) 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)
A. CONSULTANT, or subconsultant, shall take necessary and reasonable steps to ensure that DBEs
have opportunities to participate in the contract (49 CFR ).
In accordance with 49 CFR 26.13(b):
CONSULTANT, 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 LOCAL AGENCY
deems appropriate, which may include, but is not limited to:
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(1) Withholding monthly progress payments;
(2) Assessing sanctions; and/or
(3) Disqualifying CONSULTANT from future proposing as non-responsible
ARTICLE XIX INSURANCE Prior to commencement of the work described herein, CONSULTANT
shall furnish LOCAL AGENCY a Certificate of Insurance stating that there is general comprehensive
liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not
less than one million dollars ($1,000,000) per occurrence.
A. 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.
B. 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.
Contractor shall procure and maintain for the duration of the contract, and for 3 years thereafter, insurance
against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, his agents, representatives, employees, or
subcontractors.
Coverage shall be at least as broad as:
A. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on
an “occurrence” basis, including products and completed operations, property damage, bodily injury and
personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25
03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The City does not
accept policies on a claims-made basis.
B. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no
less than $1,000,000 per accident for bodily injury and property damage.
C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and
Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or
disease.
If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the
City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the
contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
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Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. At the option of the City, either: the
contractor shall cause the insurer shall to reduce or eliminate such self-insured retentions as respects the
Entity, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and
defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured
retention may be satisfied by either the named insured or City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
A. The City, its officers, elected officials, employees, and volunteers are to be covered as additional insureds
on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of
the Contractor including materials, parts, or equipment furnished in connection with such work or
operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General
liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least
as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and
CG 20 37 forms if later revisions used).
B. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its officers, elected officials,
employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
C. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except
with notice to the City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire
from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may
be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with
a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents
and subcontractors.
Verification of Coverage
Contractor shall furnish the City with original Certificates of Insurance including all required amendatory
endorsements (or copies of the applicable policy language effecting coverage required under this agreement)
and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to
the City before work begins. However, failure to obtain the required documents prior to the work beginning
shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete,
certified copies of all required insurance policies, including endorsements, required by these specifications,
at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated
herein, and Contractor shall ensure that the City, its elected officials, officers, employees, and volunteers are
listed as additional insureds on insurance required from subcontractors. For CGL coverage, subcontractors
shall provide coverage with a form at least as broad as CG 20 38 04 13.
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
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after that determination was made.
B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL
AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any
additional restrictions, limitations, conditions, or any statute enacted by the Congress, State
Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding
of this AGREEMENT in any manner.
C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be
amended to reflect any reduction in funds.
D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination,
or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.
ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.
B. CONSULTANT shall only commence work covered by an amendment after the amendment is
executed and notification to proceed has been provided by LOCAL AGENCY’s Contract
Administrator.
C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as
listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written
approval by LOCAL AGENCY’s Contract Administrator.
ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been
employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for
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 City Engineer who may consider written or verbal information submitted
by CONSULTANT.
B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT,
CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or
disputes, other than audit. The request for review will be submitted in writing.
C. Neither the pendency of a dispute, nor its consideration by the committee will excuse
CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.
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ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if
federal participating funds are used in this AGREEMENT; to review and inspect the project activities
and files at all reasonable times during the performance period of this AGREEMENT.
ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding
necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions
issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.
CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the
construction project site.
B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that
such areas are within the limits of the project and are open to public traffic. CONSULTANT shall
comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.
CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles
and the protection of the traveling public from injury and damage from such vehicles.
C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this
Article.
D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as
outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method,
operation, or process related to the construction or excavation of trenches which are five (5) feet or
deeper.
ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall
become the property of LOCAL AGENCY, and CONSULTANT shall have no property right therein
whatsoever. Immediately upon termination, LOCAL AGENCY shall be entitled to, and
CONSULTANT shall deliver to LOCAL AGENCY, reports, investigations, appraisals, inventories,
studies, analyses, drawings and data estimates performed to that date, whether completed or not,
and other such materials as may have been prepared or accumulated to date by CONSULTANT in
performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by
law, or CONSULTANT’s personnel information, along with all other property belonging exclusively
to LOCAL AGENCY which is in CONSULTANT’s possession. Publication of the information derived
from work performed or data obtained in connection with services rendered under this
AGREEMENT must be approved in writing by LOCAL AGENCY.
B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each
considers the products and results of the services to be rendered by CONSULTANT hereunder to
be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights
therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive
property of LOCAL AGENCY without restriction or limitation upon its use or dissemination by City.
C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the
work product is suitable in any way for any other project except the one detailed in this Contract.
Any reuse by LOCAL AGENCY for another project or project location shall be at LOCAL AGENCY’s
sole risk.
D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts
as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-
aid contracts).
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E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are
permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive
and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the
work for government purposes.
ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR
A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by
CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s
personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to
make its personnel available for consultation with LOCAL AGENCY’S construction contract
administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration
proceedings.
B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against
construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.
Consultation or testimony will be reimbursed at the same rates, including travel costs that are being
paid for CONSULTANT’s personnel services under this AGREEMENT.
C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction
contractor claims will be performed pursuant to a written contract amendment, if necessary,
extending the termination date of this AGREEMENT in order to resolve the construction claims.
ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL
AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available
to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT
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 LOCAL AGENCY or except by court order. If
CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide
information in violation of this Contract, LOCAL AGENCY has the right to reimbursement and
indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the
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information, including, but not limited to, LOCAL AGENCY’s attorney’s fees and disbursements,
including without limitation experts’ fees and disbursements.
ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of
perjury that no more than one final unappealable finding of contempt of court by a federal court has
been issued against CONSULTANT within the immediately preceding two-year period, because of
CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply
with an order of the National Labor Relations Board.
ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be
sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as
part of the AGREEMENT record.
CONSULTANT must 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 DBE.Forms@dot.ca.gov before the end of the month after receiving the Exhibit 9-P from the
CONSULTANT.
ARTICLE XXXI 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.]
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:
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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.
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
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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 above-
mentioned 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].
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
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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 Non-
discrimination 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.
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.
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 non-
discrimination 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);
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• 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).
ARTICLE XXXII 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:
(CONSULTANT)
(NAME) , Project Manager
(ADDRESS)
LOCAL AGENCY:
Page 28 of 28
Highway 101 Bicycle and Pedestrian Overcrossing
Rohnert Park City Proj. No. 2022-02
(LOCAL AGENCY)
(NAME) , Contract Administrator
(ADDRESS)
ARTICLE XXXIII 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 XXXIV SIGNATURES
(Name of LOCAL AGENCY) (Name of CONSULTANT)
(Signature) (Signature)
(Name of Signer) (Name of Signer)
Date: Date:
SGA TEAM DETAILED COST PROPOSAL SUMMARY & BREAKDOWN - Updated 12/16/2025
CONTRACT NUMBER: Federal Project Number CML-5379(027), City Project No. CIP2202
PROJECT NAME: Rohnert Park Highway 101 Bicycle and Pedestrian Overcrossing Project Original Submittal
Firm PA&ED Phase PS&E Phase Total DBE Total PA&ED Phase
Original
PS&E Phase
Original
Total
Original
DBE Total
Original
Steven Grover & Associates (SGA)599,739$ 483,916$ 1,083,655$ 635,033$ 479,283$ 1,114,317$
BKF Engineers (BKF)281,747$ 885,944$ 1,167,691$ 287,080$ 924,841$ 1,211,921$
David J. Powers & Associates (DJPA)*176,634$ 44,700$ 221,334$ 221,334$ 172,885$ 43,716$ 216,601$ 216,601$
DJPA Sub - Earthview Science (ES)*29,167$ -$ 29,167$ 29,167$ 28,320$ -$ 28,320$ 28,320$
DJPA Sub - WRA Consultants (WRA)99,251$ -$ 99,251$ 97,495$ -$ 97,495$
DJPA Sub - Illingworth & Rodkin (IR)13,838$ -$ 13,838$ 13,435$ -$ 13,435$
DJPA Sub - A/H Consultants (AHC)11,822$ -$ 11,822$ 11,546$ -$ 11,546$
W-Trans (WT)*72,713$ 170,529$ 243,242$ 243,242$ 80,238$ 168,902$ 249,141$ 249,141$
PARIKH Consultants (PC)*69,927$ 287,769$ 357,696$ 357,696$ 68,793$ 296,662$ 365,456$ 365,456$
Biggs Cardosa Associates (BCA)82,938$ 1,518,372$ 1,601,310$ 88,927$ 1,577,153$ 1,666,079$
OPAC Consulting Engineers (OPAC)*19,103$ 318,799$ 337,902$ 337,902$ 18,933$ 318,690$ 337,623$ 337,623$
PK Electrical (PKE)*13,887$ 124,263$ 138,150$ 138,150$ 13,740$ 123,523$ 137,262$ 137,262$
Merrill Morris Partners (MMP)*12,301$ 123,377$ 135,678$ 135,678$ 12,060$ 136,394$ 148,454$ 148,454$
Geocon Consultants (GCON)-$ 35,820$ 35,820$ -$ 37,384$ 37,384$
BESS Utility Solutions (BESS)19,622$ 23,372$ 42,993$ 19,406$ 23,156$ 42,561$
Monument (MRW)*12,888$ 59,027$ 71,915$ 71,915$ 12,789$ 58,812$ 71,601$ 71,601$
NA -$ -$ -$ -$ 11,635$ -$ 11,635$ 11,635$
*Disadvantaged Business Enterprise (DBE) as of 10/2/2025
Totals 1,515,576$ 4,075,888$ 5,591,464$ 1,535,083$ 1,572,316$ 4,188,516$ 5,760,832$ 1,566,093$
Percent of Total 27%73%100%27%27%73%100%27%
Reduction Amount (56,740)$ (112,629)$ (169,368)$ (31,010)$
Reduction Percent -4%-3%-3%