HomeMy WebLinkAbout2015-014 Cannon - Santa Lucia Bridge CITY OF ATASCADERO
o
CONTRACT FOR
CANNON
for
SANTA LUCIA ROAD BRIDGE REPLACEMENT
FEDERAL FUNDING ADMINISTRATION
19131 ® 1979
CONSULTANT SERVICES AGREEMENT
FOR THE
CITY OF ATASCADERO
CANNON
THIS CONTRACT is made and entered into between City of Atascadero, a
Municipal Corporation ("City") and Cannon ("Consultant"). City and Consultant agree as
follows:
1. SCOPE AND STANDARDS:
A. CONTRACT. Consultant shall do all work, attend all meetings, produce all reports
and carry out all activities necessary to complete the services described in the SCOPE OF
WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this
reference as Exhibit A, as requested by the City. This Contract and its exhibits shall be known
as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to
be incorporated in all Contract Documents as if set forth in full therein.
2. EMPLOYMENT STATUS OF PERSONNEL:
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant
enters into this Contract as, and shall at all times remain as to the City, an independent
contractor and not as an employee of the City. Nothing in this Contract shall be construed to
be inconsistent with this relationship or status. Any persons employed by Consultant for the
performance of services pursuant to this Contract shall remain employees of Consultant, shall
at all times be under the direction and control of Consultant, and shall not be considered
employees of City. All persons employed by Consultant to perform services pursuant to this
Contract shall be entitled solely to the right and privileges afforded to Consultant employees
and shall not be entitled, as a result of providing services hereunder, to any additional rights or
privileges that may be afforded to City employees.
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B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it
has satisfied itself by its own investigation and research regarding the conditions affecting the
work to be done and labor and materials needed, and that its decision to execute this Contract
is based on such independent investigation and research.
C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully
informed of, shall observe and comply with, and shall cause any and all persons, firms or
corporations employed by it or under its control to observe and comply with, applicable federal,
state, county and municipal laws, ordinances, regulations, orders and decrees which in any
manner affect those engaged or employed on the work described by this Contract or the
materials used or which in any way affect the conduct of the work.
D. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in
unlawful employment discrimination. Such unlawful employment discrimination includes, but is
not limited to, employment discrimination based upon a person's race, religious creed, color,
national origin, ancestry, physical handicap, medical condition, marital status, gender,
citizenship or sexual orientation.
3. TIME OF PERFORMANCE:
The services of Consultant are to commence upon execution of this Contract by City,
and shall be undertaken and completed in a prompt and timely manner, in accordance with the
Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this
Contract shall terminate no later than August 31, 2619, unless extended by the mutual
agreement of both parties.
4. COMPENSATION:
A. TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached
hereto and made a part hereof.
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not
be compensated for any services rendered in connection with its performance of this Contract,
which are in addition to those set forth herein or listed in Exhibit A, unless such additional
services are authorized in advance and in writing by the City Manager or the City Manager's
designee (hereinafter "City Manager" shall include the City Manager's designee). Consultant
shall be compensated for any additional services in the amounts and in the manner as agreed
to by City and Consultant at the time City's express written authorization signed by the City
Manager is given to Consultant for the performance of said services.
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5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL:
A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the
responsibility for supervising the services provided under this Contract, hiring of personnel,
establishing standards of performance, assignment of personnel, determining and affecting
discipline, determining required training, maintaining personnel files, and other matters relating
to the performance of services and control of personnel. The City Manager may use any
reasonable means to monitor performance and the Consultant shall comply with the City
Manager's request to monitor performance.
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City
acknowledges that the Consultant may be obligated to comply with bargaining agreements
and/or other agreements with employees and that the Consultant is legally obligated to comply
with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that
the Consultant's performance shall not in any manner be subject to any bargaining
agreement(s) or any other agreement(s) the Consultant may have covering and/or with is
employees.
C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort
to maintain the stability and continuity of Consultant's staff assigned to perform the services
required under this Contract. Consultant shall notify City of any changes in Consultant's staff
to be assigned to perform the services required under this Contract and shall obtain the
approval of the City Manager of a list of all proposed staff members who are to be assigned to
perform services under this Contract prior to any such performance.
6. TERMINATION:
A. 30 DAYS NOTICE. The City, upon thirty (30) days written notice, may terminate this
Contract, without cause, at any time. In the event of such termination, Consultant shall be
compensated for non-disputed fees under the terms of this Contract up to the date of
termination.
B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this
Contract, Consultant shall not be relieved of liability to the City for damages sustained by the
City by virtue of any breach of this Contract by Consultant, and the City may withhold any
payments due to Consultant until such time as the exact amount of damages, if any, due the
City from Consultant is determined. All of the indemnification, defense and hold harmless
obligations in this Contract shall survive termination.
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7. CHANGES:
The City or Consultant may, from time to time, request changes in the scope of the
services of Consultant to be performed hereunder. Such changes, including any increase or
decrease in the amount of Consultant's compensation and/or changes in the schedule must be
authorized in advance by both Parties in writing. Mutually agreed changes shall be
incorporated in written amendments to this Contract. Any increase in the amount of
Consultant's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in
advance by the City Manager.
8. PROPERTY OF CITY:
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed
that all materials prepared by the Consultant under this Contract are upon creation and shall
be at all times the exclusive property of the City, and the Consultant shall have no property
right therein whatsoever. City agrees that Consultant shall bear no responsibility for any reuse
of the materials prepared by the Consultant if used for purposes other than those expressly set
forth in the Intended Use of Consultant's Products and Materials section of this Contract.
Consultant shall not disseminate any information or reports gathered or created pursuant to
this Contract without the prior written approval of City including without limitation information or
reports required by government agencies to enable Consultant to perform its duties under this
Contract and as may be required under the California Public Records Act excepting therefrom
as may be provided by court order. Consultant will be allowed to retain copies of all
deliverables.
B. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or
upon the request by the City, the City shall be entitled to, and the Consultant shall deliver to
the City, all data, drawings, specifications, reports, estimates, summaries and other such
materials and property of the City as may have been prepared or accumulated to date by the
Consultant in performing this Contract. Consultant will be allowed to retain copies of all
deliverables to the City.
9. CONFLICTS OF INTEREST:
A. CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Consultant's performance of services under
this Contract. Consultant further covenants that in the performance of this Contract,
Consultant shall take reasonable care to ensure that no person having any such interest shall
be employed by it as an officer, employee, agent or subcontractor without the express written
consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts
with subcontractors and agents for the work contemplated herein.
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10. CONFIDENTIAL INFORMATION:
A. ALL INFORMATION KEPT IN CONFIDENCE. All 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 the City, except by court order.
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its
officers, employees, or subcontractors does voluntarily provide information in violation of this
Contract, the City has the right to reimbursement and indemnity from party releasing such
information for any damages caused by the releasing party's, including the non-releasing
party's attorney's fees and disbursements, including without limitation expert's fees and
disbursements.
C. COOPERATION. City and Consultant shall promptly notify the other party should
Consultant or City, its officers, employees, agents, or subcontractors be served with any
summons, complaint, subpoena, notice of deposition, request for documents, interrogatories,
request for admissions or other discovery request, court order or subpoena from any party
regarding this Contract and the work performed thereunder or with respect to any project or
property located within the City. City and Consultant each retains the right, but has no
obligation, to represent the other party and/or be present at any deposition, hearing or similar
proceeding. Consultant and City agree to cooperate fully with the other party and to provide
the other party with the opportunity to review any response to discovery requests provided by
Consultant or City. However, City and Consultant's right to review any such response does
not imply or mean the right by the other party to control, direct, or rewrite said response.
11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:
A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor,
supervision, equipment, communications facilities, and supplies necessary to perform the
services required by this Contract. City acknowledges that all equipment and other tangible
assets used by Consultant in providing these services are the property of Consultant and shall
remain the property of Consultant upon termination of this Contract.
B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies,
stationary, notices, forms or similar items that it requires to be issued with a City logo. All such
items shall be approved by the City Manager and shall be provided at City's sole cost and
expense.
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12. COMPLIANCE WITH LAW:
A. COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable
local, state, and federal laws and regulations which may affect those employed by it or in any
way affect the performance of its services pursuant to this Contract. Consultant shall observe
and comply with all applicable laws, ordinances, regulations and codes of federal, state and
local governments, and shall commit no trespass on any public or private property in
performing any of the work authorized by this Contract. Consultant shall at all times hold a
valid contractor's license if performing any function or activity for which a license is required
pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business
and Professions Code, and Consultant shall provide a copy of the license(s) upon the request
of the City. The City, its officials, officers, elected officials, appointed officials and employees
shall not be liable at law or in equity as a result of any failure of consultant to comply with this
section.
B. PREVAILING WAGES. In the event it is determined that the Consultant is required
to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay
all penalties and wages as required by applicable law.
13. SUBCONTRACTING:
None of the services covered by this Contract shall be subcontracted without the prior
written consent of the City Manager. Consultant shall be as fully responsible to the City for the
negligent acts and omissions of its contractors and subcontractors, and of persons either
directly or indirectly employed by them, as it is for the negligent acts and omissions of persons
directly employed by Consultant.
14. ASSIGNABILITY:
Consultant shall not assign or transfer any interest in this Contract whether by
assignment or notation. However, claims for money due or to become due Consultant from
the City under this Contract may be assigned to a financial institution, but only with prior written
consent of the City Manager. Notice of any assignment or transfer whether voluntary or
involuntary shall be furnished promptly to the City. The rights and benefits under this
agreement are for the sole and exclusive benefit of the City and this Contract shall not be
construed that any third party has an interest in the Contract.
15. LIABILITY OF CONSULTANT:
Consultant shall be responsible for performing the work under this Contract in a manner
which is consistent with the generally accepted standards of Consultant's profession and shall
be liable for its own negligence and the negligent acts of its employees, agents, contractors
and subcontractors. The City shall have no right of control over the manner in which the work
is to be done but only as to its outcome, and shall not be charged with the responsibility of
preventing risk to Consultant or its employees, agents, contractors or subcontractors
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16. INDEMNIFICATION:
A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by law,
Consultant shall indemnify, protect, defend and hold harmless City and any and all of its
officials, employees and agents ("Indemnified Parties") from and against any and all losses,
liabilities, damages, costs and expenses, including attorneys fees and costs to the extent same
are caused in whole or in part by any negligence or wrongful act, error or omission of
Consultant, willful misconduct, or recklessness of its officers, agents, employees or
subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof)
in the performance of professional services under this agreement. With respect to the design
of public improvements, the Consultant shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location other than that specified in Exhibit D without
the written consent of the Consultant.
B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than
in the performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including attorneys fees and costs, court
costs, interest, defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of this
Agreement by Consultant or by any individual or entity for which consultant is legally liable,
including but not limited to officers, agents, employees or subconsultants of Consultant.
C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth here in this section
for each and every subconsultant or any other person or entity involved by, for, with or on
behalf of Consultant in the performance of this agreement. In the event consultant fails to
obtain such indemnity obligations from others as required here, Consultant agrees to be fully
responsible according to the terms of this section. Failure of City to monitor compliance with
these requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here
is binding on the successor, assigns or heirs of Consultant and shall survive the termination of
this agreement or this section.
D. INDEMNITY PROVISIONS FOR CONTACTS RELATED TO CONSTRUCTION.
Without affecting the rights of City under any provision of this agreement, Consultant shall not
be required to indemnify and hold harmless City of liability attributable to the active negligence
of City, provided such active negligence is determined by agreement between the parties or by
the findings of a court of competent jurisdiction. In instances where City is shown to have
been actively negligent and where City's active negligence accounts for only a percentage of
the liability involved, the obligation of consultant will be for that entire portion or percentage of
liability not attributable to the active negligence of City.
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17. INSURANCE:
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit E attached to and part of this
agreement.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to labor costs,
material expenses, parcels abated or serviced and other such information required by City that
relates to the performance of services under this Contract. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All such
records shall be maintained in accordance with generally accepted accounting principles and
shall be clearly identified and readily accessible and in a form acceptable to the City, which the
City may specify and change from time to time. Consultant shall provide free access to the
representatives of City or its designees, at reasonable times, to such books and records, shall
give City the right to examine and audit said books and records, shall permit City to make
transcripts therefrom as necessary, and shall allow inspection of all work, data, documents,
proceedings, and activities related to this Contract. Such records, together with supporting
documents, shall be maintained for a period of three (3) years after receipt of final payment.
19. MISCELLANEOUS PROVISIONS:
A. ASSIGNMENT OR SUBSTITUTION. City has a NONDISCRIMINATION /
NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties
shall not discriminate or grant preferential treatment on the basis of race, sex, color, age,
religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest
extent allowed by law, with all applicable local, state, and federal laws relating to
nondiscrimination.
B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with
all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.),
as amended; and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Consultant so employ such unauthorized aliens for the performance of work
and/or services covered by this contract, and should the Federal Government impose
sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to,
and shall, reimburse City for the cost of all such sanctions imposed, together with any and all
costs, including attorneys' fees, incurred by the City in connection therewith.
C. GOVERNING LAW. The City and Consultant understand and agree that the laws of
the State of California shall govern the rights, obligations, duties, and liabilities of the parties to
this Contract and also govern the interpretation of this Contract. Any litigation concerning this
Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction
being expressly waived.
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D. City has an interest in the qualifications of and capability of the persons and entities
that will fulfill the duties and obligations imposed upon Consultant by this Contract. In
recognition of that interest, neither any complete nor partial assignment of this Contract, may
be made by Consultant nor changed, substituted for, deleted, or added to without the prior
written consent of City which consent shall not be unreasonably withheld. Any attempted
assignment or substitution shall be ineffective, null, and void, and constitute a material breach
of this Contract entitling City to any and all remedies at law or in equity, including summary
termination of this Contract. Subcontracts, if any, shall contain a provision making them subject
to all provisions stipulated in this Contract.
E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and
understanding between the parties relative to the services specified herein and there are no
understandings, agreements, conditions, representations, warranties or promises, with respect
to this Contract, except those contained in or referred to in this Contract and this Contract
supersedes all prior understandings, agreements, courses of conduct, prior dealings among
the parties and documentation of any kind without limitation.
F. AMENDMENTS. This Contract may be modified or amended, or any of its
provisions waived, only by a subsequent written agreement executed by each of the parties.
The parties agree that this requirement for written modifications cannot be waived and any
attempted waiver shall be void.
G. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and
acknowledge that the provisions of this Contract have been arrived at through negotiation and
that each party has had a full and fair opportunity revise the provisions of this Contract and to
have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or
interpreting this Contract shall not be resolved against the drafting party. The titles of the
various sections are merely informational and shall not be construed as a substantive portion
of this Contract.
H. WAIVER. The waiver at any time by any party of any of its rights with respect to a
default or other matter arising in connection with this Contract shall not be deemed a wavier
with respect to any subsequent default or other matter.
I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this
Contract shall not render the other provisions invalid, illegal or unenforceable.
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J. NOTICES. All invoices, payments, notices, demands, requests, comments, or
approvals that are required to be given by one party to the other under this Contract shall be
in writing and shall be deemed to have been given if delivered personally or enclosed in a
properly addressed envelope and deposited in a United States Post Office for delivery by
registered or certified mail addressed to the parties (deemed to have been received three (3)
business days after deposit in the U.S. Mail) at the following addresses:
City: City of Atascadero
Department of Public Works
6500 Palma Avenue
Atascadero, CA 93422
Consultant: Cannon
1050 Southwood Drive
San Luis Obispo, CA 93401
Each party may change the address at which it gives notice by giving ten (10) days
advance, written notice to the other party.
K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on
behalf of Consultant warrant and represent that they have the authority to execute this
Contract on behalf of their agency and further warrant and represent that they have the
authority to bind Consultant to the performance of its obligations hereunder.
Effective this 15th day of July, 2015 by the parties as follows,
Approved as to form: Cannon
By:,"
Counsel for contractor Lary P. Kraem , PE
Director, Public Infrastructure
Approved as to form: City of Atascadero
Brian Pierik, AgefferAttorney Rac elle Rickard, City Manager
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CERTIFICATE OF COMPLIANCE
WITH LABOR CODE § 3700
l am aware of the provisions of Section 3700 of the Labor Code which require every employer
to be insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I have complied or will comply with such
provisions before commencing the performance of the work of this contract. (Cal. Labor C.
§§1860, 1861.)
Cannon
Larry P. Krae er, PE
Director, Public Infrastructure
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CONTRACTOR ACKNOWLEDGEMENT OF LABOR CODE REQUIREMENTS
Contractor acknowledges that under California Labor Code sections 1810 and following, 8 hours of labor
constitutes a legal day's work. Contractor will forfeit as a penalty to City the sum of $25.00 for each
worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar
day during which such worker is required or permitted to work more than 8 hours in any one calendar day
and 40 hours in any one calendar week in violation of the provisions of Labor Code section 1810. (Labor
Code § 1813.)
Attention is given to the fact that both Federal (Davis-Bacon) and State of California prevailing wage rate
requirements apply to this project. Not less than the greater of the Federal Davis-Bacon wage rates or the
general prevailing wage rate of per diem wages and the Federal prevailing rates for holiday and overtime
must be paid on this project. State of California prevailing wage rates are available online at
www.dir.ca.gov/dlsr/pwd/southern.html.
Contractor shall post at the work site, or if there is no regular work site then at its principal office, for the
duration of the Contract, a copy of the determination by the Director of the Department of Industrial
Relations of the specified prevailing rate of per diem wages. (Labor Code § 1773.2.)
Contractor, and any subcontractor engaged by Contractor, shall pay not less than the specified prevailing
rate of per diem wages to all workers employed in the execution of the contract. (labor code § 1774.)
Contractor is responsible for compliance with Labor Code section 1776 relative to the retention and
inspection of payroll records.
Contractor shall comply with all provisions of Labor Code section 1775. Under section 1775, Contractor
may forfeit as a penalty to city up to $50.00 for each worker employed in the execution of the Contract by
Contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less
than the prevailing rates. Contractor may also be liable to pay 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.
Nothing in this Contract prevents Contractor or any subcontractor from employing properly registered
apprentices in the execution of the contract. Contractor is responsible for compliance with Labor Code
section 1777.5 for all apprenticeable occupations. This statute requires that contractors and
subcontractors must submit contract award information to the applicable joint apprenticeship committee,
must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of
apprentice's work for every five hours of labor performed by a journeyman (unless an exception is
granted under§ 1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the
California Apprenticeship Council, and that contractors and subcontractors must not discriminate among
otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national
origin, ancestry or color. Only apprentices defined in Labor Code sections 3077, who are in training
under apprenticeship standards and who have written apprentice contracts, may be employed on public
works in apprenticeable occupations.
Cannon
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Larry P. Kraemer,PE
Director, Public Infrastructure
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EXHIBIT A
Scope of Work
Consultant to provide Federal Funding Administration services for the Santa Lucia Road
Bridge Replacement Project. Consultant shall be responsible for the Federal Funding
Administration and management of the project, during the preliminary engineering phase,
providing: general administration, project authorizations, consultant procurement assistance,
environmental clearance coordination, construction contract document compliance, PS&E
certification, and progress invoice preparation.
1. General Administration
General administration of the funding will include coordinating with Caltrans and the San Luis
Obispo Council of Governments (SLOCOG) to assure funding components are programmed
correctly, and to maintain accurate and complete project records.
In accordance with LAPM Chapter 9, the Consultant shall prepare the Disadvantaged Business
Enterprise (DBE) Annual Submittal and Americans with Disabilities (ADA) Annual Submittals.
2. Proiect Authorizations
Consultant shall manage the project's progress to assure that all milestones are met.
Document tracking shall include:
A. Program Supplemental Agreement execution and processing
B. Preparing Request for Authorization to Proceed with Right-or-Way Package
C. Preparing Request for Authorization to Proceed with Utility Relocation Package, as
needed
D. Preparing Request for Authorization to Proceed with Construction
E. Preparing Public Interest Findings (PIFs), if applicable
As the bridge design develops, additions and/or changes in scope may occur. Should this
happen, the Consultant shall assist the City in preparing updated Exhibits 6-A and 6-D forms
found in Chapter 6 of the LAPG.
3. Consultant Procurement Assistance
There is potential for contracts for Design, Environmental Services, and Construction
Management Services. LAPM Chapter 10 Provisions outline procedures for the various types of
consultant contracts.
Depending on the type and dollar amount of the proposed contract, the Consultant shall follow
procurement procedures for either a Small Contract (under$150,000), or a Large Contract (over
$150,000). Consultant shall:
A. Prepare an RFP, including federal-aid language and forms, and assess DBE
subcontracting opportunities. The Consultant shall prepare goals for the specific
contracts, as appropriate.
B. Assist with the evaluation of proposals.
C. Evaluate DEB Good Faith Efforts, if applicable.
D. Assist in contract preparation to assure all federal-aid provisions are included.
Upon contract award, Consultant shall prepare the consultant contract award package and submit to
Caltrans.
A-i
4. Environmental Clearance and Right-of-Way Certification Coordination
The Field Review Meeting was conducted, and the Preliminary Environmental Study (PES) has
been completed. Caltrans will identify any required special studies or permits that will be
necessary, and Consultant will prepare the NEPA document.
The Consultant shall coordinate with the City and the City's Environmental Consultant
throughout this process, and confirm that the documents and special studies are completed
prior to proceeding to the construction phase.
For Right-of-Way Certification, Consultant will coordinate with the City and the City's Right of
Way Consultant throughout this process to confirm that all documentation is provided in order to
obtain the Right-of-Way Certification from Caltrans.
5. Construction Contract Document Compliance
The Consultant shall assist the City by assuring that all mandatory federal-aid provisions are
included, that NEPA and CEQA mitigation measures have been incorporated, and that any
pertinent right-of-way information is shown.
Consultant shall confirm that the City's Quality Assurance Program (QAP) is current and has
been approved by Caltrans, and that the testing standards contained in the document are
applicable to the level of oversight required for this project.
When the Final Engineer's Estimate is available, the Consultant shall prepare the contract-
specific Disadvantaged Business Enterprise (DBE) goal.
6. PS&E Certification
After the design consultant has completed the project plans, specifications, and estimate, the
Consultant shall conduct a complete review using the PS&E Certification Checklist (Exhibit 12-
D) to certify that the PS&E has been prepared in accordance with funding requirements relating
to contract provisions, design standards, DBE, labor compliance, licensing requirements, etc.
This document, along with the PS&E Certification Letter(Exhibit 12-C), will be prepared and
forwarded to Caltrans. These documents are generally submitted concurrent with the Request
for Authorization to Proceed with Construction.
7. Progress Invoice Preparation
The Consultant shall work with City staff to obtain the necessary back-up documentation to
prepare the Progress Invoice Package. The complete invoice package will include the Invoice,
Billing Summary Report, Invoice Review Checklist, and for invoices which include charges for a
new consultant a copy of the Consultant Contract Award Package.
The Preliminary Engineering Phase work will conclude with the certification of the PS&E and
issuance of the Authorization to Advertise the construction project from Caltrans.
A--2
EXHIBIT B
Compensation and Method of Payment
TOTAL COST OF CONTRACT NOT TO EXCEED $ 49,088.00
WITHOUT PRIOR WRITTEN AUTHORIZATION
Services will be conducted on a time and material basis not to exceed the contractual amount
of $49,088.00. The reimbursable allowance is included in the total contract amount of
$49,088.00.
Any additional services authorized by the City of Atascadero, not included in the scope of
services as defined by this contract, must be approved in the form of a City of Atascadero
Change Order prior to performing additional work. All additional work authorized by a City of
Atascadero change order will be compensated at the same unit cost for the defined services
as agreed to in this contract
Payment will be made within 30 days after receipt and approval of invoice.
Payments to the contractor in excess of the contract amount of $49,088.00 will not be made
unless written authorization is executed prior to the date of the additional requested work. Any
charges incurred outside of these contract terms will not be authorized for payment.
Cannon
Lar "P. Kraeme , E
Director, Public Infrastructure
B-1
EXHIBIT B
Compensation and Method of Payment
Cannon Staffing Plan and Cost Estimate
For
Funding Administration Services
Federal Funding Adrnintstratlon far the Santa Lucia Bridge May 19,2415
Replat:etnmi Project at Graves CM04
City at Ataacadero
City Bid No.2015-NS
Federal-Atd.Project No.BRLO-U231029j
Tek ROW f5:�tne: R tc F--4. Faiirfiaicsd.
WARS ' Cott .
AA ..............._ :w:::.:..�:;.: .3:::+rs:;:::::.-::-' ��==•M�s:��ts�ta-_r_:::�:::::t_�s�_<:t-
:::•_."h::>:
For-dirM hdrninisln,lor Ka h PrAm 31;fiJ
AdmirisUatNe A9etiilart Sella Tat nieM Si$ 12 51.0
xatlorts,.~;;a a;;jr;:i;:;iii;ciiF2:=:::<iicii 'i;c',;;Sif"EiEit ii•% p:i ;i:,
Furding Mminialrator KathyPence 513:1 72 4S70"
Adrnlr6sirailve A=Wart S.nra Tatvn=nd 1 5115112 51,02D
.3...:::.Ca#tski�IhisProt�rmiriant Asstst�ico 3!carrttate#s =.. =;
Fttntlina A&IInistratoll Kully Perils 1 3i3i 80 110,99
Admin.lrativo A.,.-,;start Ssra Townsorti 5E> 12 31.9it3
'�_°.::�r�vFtnnrrf Ctoiltanco'A;Rt to1:W. ,�GertlAs.�ticwt::,,:::::.,:::::::�:::�::::::::::...:.�:_::::: :::;:-=•s::-::r:;::�:::s_::;;:::�:•-<:_:;;�:::::::.:
Furdiryg Admintslrafat Kathy Perue :1137 18 5.2:465
Adrninsirwive Anistarti Sara Tovinwnd 385 12
-= =:. Wiftact 16 6.4on#r>ict mtant�. 0 P 4ame= --�_.._......_...............
Fundin. Administrator K!th Pvntss 3131 28 83.81M
A dmir+a}rative AtisLstattl Sara Tovinsenti 5$5 12 $1.023
FuMirrl Admin slraiar "h Pence $13; 2d Sj3,83ri
Adminsinsllve Aassfart I Sate ToWnserd 5 12 $1.0
.._....t,.._--....._..............:......._....._.�_.:........_ ...,...:,�z•.-....::::;::;,;-::::-::.;=::ata:=�::.:�,;;:a:;;:�:-::::::::
Furxima drain;raloi I Kathy Permw $137 33 $4,11G
AdmirvOrattva Asrislank Sara Tcvtnsand S5f 12 31.020e
.....................
.........................._.._:_::-::::............_........... ......_.__...... . ... .........Tala..Estk+i.7ardHpws
o#di'iYstfmated:�#:oCLaitd` Alt-188
.._.......
go :•:::..::.:.-� ............::_��:
pcsdpfion Unsis E.tirn�lad
Co-1
Cored c onm% UDD
s:;.:::-::,
t
- .. ::::•:-::::_,:::!a
otat.F.stYtnatadOirodFar tatesarl: :.:::::::::::::_::.3 Qt1
:;::•:;�;;_:�::-::::::::::::::::::.:.::::.:.::Tatel.�Esthnst�Costo�Fi�tldi�±��4d1Rif�t9sttabo�Setvlie r;;=z'- <549488
Conzuudion is atficipaled for 2018. These lac.are based upon the rzeumpiion that our contract will eklerd through to
If*City fee-",.ing Coniliuction Auth_azalion.
B-2
EXHIBIT C
Items Provided by City
None.
C-'1
EXHIBIT D
Location Schedule
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ay.rl
om
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1. is
Santa Lucia Road Bridge (No. 49C-0964)
Atascadero, California San Luis Obispo County
D-1
EXHIBIT E
Insurance Requirements
The Consultant shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the performance
of the work hereunder by the Consultant, its agents, representatives, employees, or subconsultants.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code
1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability
Insurance.
4. Errors and Omissions Liability insurance as appropriate to the consultant's profession.
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Errors and Omissions Liability: $1,000,000 per occurrence.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to
and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its officers, officials, employees and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be
endorsed to contain,the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as
respects: liability arising out of activities performed by or on behalf of the Consultant; products
and completed operations of the Consultant; premises owned, occupied or used by the
Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to the City, its officers,
official, employees, agents or volunteers.
E-1
Insurance Requirements
2. For any claims related to this project, the Consultant's insurance coverage shall be primary
insurance as respects the City, its officers, officials, employees, agents and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, agents or
volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. The Consultant's insurance shall apply separately to each insured against whom claim is made or
suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been given to the
City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no
less than A:VII.
Additional Insured. The City of Atascadero will to be added to the policy as Additional Insured by
endorsement, adding the City's name to the Certificate of Insurance is not sufficient and will not be
accepted.
Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage. Original endorsements effecting general liability and
automobile liability coverage required by this clause must also be provided. The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be
received and approved by the City before work commences.
E-2
EXHIBIT F
EXHIBIT 10-I NOTICE TO PROPOSERS DBE INFORMATION
The City did not established a DBE goal for this contract based upon the limited opportunity for
subconsultant work in this project. However, proposers were encouraged to obtain DBE participation for
this contract.
1. TERMS AS USED IN THIS DOCUMENT
• The term"Disadvantaged Business Enterprise" or"DBE"means a for-profit small business
concern owned and controlled by a socially and economically disadvantaged person(s) as
defined in Title 49, Code of Federal Regulations (CFR),Part 26.5.
• The term"Agreement" also means "Contract."
• Agency also means the local entity entering into this contract with the Contractor or Consultant.
• The term "Small Business" or"SB" is as defined in 49 CFR 26.65.
2. AUTHORITY AND RESPONSIBILITY
A. DBEs and other small businesses are strongly encouraged to participate in the performance of
Contracts financed in whole or in part with federal Rinds (See 49 CFR 26, "Participation by
Disadvantaged Business Enterprises in Department of Transportation Financial Assistance
Programs"). The Consultant must ensure that DBEs and other small businesses have the
opportunity to participate in the performance of the work that is the subject of this solicitation
and should take all necessary and reasonable steps for this assurance. The proposer must not
discriminate on the basis of race, color,national origin, or sex in the award and performance of
subcontracts.
B. Proposers are encouraged to use services offered by financial institutions owned and controlled
by DBEs.
3. SUBMISSION OF DBE INFORMATION
If there is a DBE goal on the contract, Exhibit 10.01 Consultant Proposal DBE COrlrrrlitnment must
be included in the Request for Proposal. In order for a proposer to be considered responsible and
responsive,the proposer must mance good faith efforts to meet the goal established for the contract. If
the goal is not met,the proposer must document adequate good faith efforts. All DBE participation
will be counted towards the contract goal; therefore, all DBE participation shall be collected and
reported.
Exhibit 10.02 Consultant Contract DBE Ir formation must be included with the Request for
Proposal. Even if no DBE participation will be reported, the successful proposer must execute and
return the form.
F-1
4. DBE PARTICII'ATION GENERAL INFORMATION
It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part
26, and the Department's DBE program developed pursuant to the regulations. Particular attention is
directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through
the California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime consultant, subconsultant,joint venture partner, as a
vendor of material or supplies, or as a trucking company.
C. A DBE proposer not proposing as a joint venture with a non-DBE,will be required to document
one or a combination of the following:
1. The proposer is a DBE and will meet the goal by performing work with its own forces.
2. The proposer will meet the goal through work performed by DBE subconsultants,
suppliers or trucking companies.
3. The proposer, prior to proposing, made adequate good faith efforts to meet the goal.
D. A DBE joint venture partner must be responsible for specific contract items of work or clearly
defined portions thereof. Responsibility means actually performing, managing,and supervising
the work with its own forces. The DBE joint venture partner must share in the capital
contribution, control,management,risks and profits of the joint venture commensurate with its
ownership interest.
E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE
firm must be responsible for the execution of a distinct element of the work and must carry out
its responsibility by actually performing, managing and supervising the work.
F. The proposer shall list only one subconsultant for each portion of work as defined in their
proposal and all DBE subconsultants should be listed in the bid/cost proposal list of
subconsultants.
G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract
toward the DBE participation except that portion of the work to be performed by non-DBE
subconsultants.
5. RESOURCES
A. The CUCP database includes the certified DBEs from all certifying agencies participating in the
CUCP. If you believe a firm is certified that cannot be located on the database,please contact the
Caltrans Office of Certification toll free number 1-866-810-6346 for assistance.
B. Access the CUCP database from the Department of Transportation, Office of Business and
Economic Opportunity Web site at: http://www.dot.ca.gov/hq/bep/.
1. Click on the link in the left menu titled Disadyantaggd Business Enterprise',
2. CIick on Search for a DBE Firm link;
3. Click on Access to the DBE Query Form located on the first line in the center of the page.
Searches can be performed by one or more criteria.Follow instructions on the screen.
F-2
6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE
FOLLOWING CONDITIONS:
A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost
of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory,
or establishment that produces on the premises the materials, supplies, articles, or equipment
required under the Contract and of the general character described by the specifications.
B. If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of
the materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store,
warehouse, or other establishment in which the materials, supplies, articles or equipment of the
general character described by the specifications and required under the Contract are bought,
kept in stock, and regularly sold or leased to the public in the usual course of business. To be a
DBE regular dealer,the firm must be an established,regular business that engages, as its
principal business and under its own name, in the purchase and sale or lease of the products in
question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel,
cement, gravel,stone or asphalt without owning, operating or maintaining a place of business
provided in this section.
C. If the person both owns and operates distribution equipment for the products, any supplementing
of regular dealers' own distribution equipment shall be,by a long-term lease agreement and not
an ad hoc or Agreement-by-Agreement basis. Packagers, brokers,manufacturers'
representatives, or other persons who arrange or expedite transactions are not DBE regular
dealers within the meaning of this section.
D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular
dealer, will be limited to the entire amount of fees or commissions charged for assistance in the
procurement of the materials and supplies, or fees or transportation charges for the delivery of
materials or supplies required on the job site,provided the fees are reasonable and not excessive
as compared with fees charged for similar service
F-3
Consultant DBE Information
D13E participation
We understand project goals for Disadvantaged Business Enterprise{DBE}participation have not been established for
this project,but are generally encouraged.Cannon is dedicated to ensuring that DBE firms have every opportunity to
contract with our company.We are thoroughly familiar with local,State,and Federal requirements and procedures for
_..._...._._..........::.,:::.::::,::- solicitation and documentation for compliance.In addition to
d inisterin numerous federal-aid construction projects,Kath
............:
TI; Pence has assisted many public agencies in the development,
approval,and Implementation of their DBE Plans.
Cannon's Supplier 1iiv=rsi.'y Program and DBE Solicitation
-��• F'`�`=`��"'''�
In 2009,the Cannan Supplier Diversity Program was established.
Vie?!.._•,.—
"` Since that time,we have adopted a company-wide commitment
to Incorporating this program into our project model and Strategic
Planning.
At Cannon,we believe that by actively pursuing diversity within our
company we add strength to the community as a whole.Therefore,
we are committed to Including small and diverse,minority,and
women-owned firms In our project efforts wherever possible.
We do so by continually looking for ways to recruit and utilize
disadvantaged business enterprises In our projects.
l` Key elements of Cannon's Supplier Diversity Program entail
assessment of subcontracting opportunities,goal-setting,
outreach,ongoing monitoring,annual assessment,and progressive
strategic planning.
+r
F-4
Local Assistance Procedures M—miaal EXHIBIT 10-02
Consultant Contract DBE Infornintlon
Eximit•r 10-02 CONS!J rANT C01TRACT DBE JNrow-sm,rtoi\
(Inclusive ohill DBFs lista(at commeI mwrd.Refer to inslniclians on Illy rcvcrse side orthis fora!)
Consullmill tD Complute this.Section
1.Local Agency �-
2.Pnsjecl Location: Smim Lucia(Irid a No,1r)C-(II(AI over(irtres Creep Aiiiscader) _- _• _
3.l'rt�icef Description: Fit fd;Ml f Ineli n risninistratian lots is S;uitn Lucia Ilril} :Re lacemeot l"whect it Graves Creek-
•I.Total Contract Asmil Ammmt:S A_9 QflR In
5,t:o115atlaltl Nantc: CIl ll?S)L;�?S(+ ,.. _.-_.... —.-- _ ----
G.Contracl I)IIEi Goal%, 0
7.'I'mal Dollar Amount I'm l±Il Subcunssilt ails:S 0.00
S.Total Number of all Subconsultutns: 0
Award DBEIDBE Inforatntion
9-DcudIiiina of Scrvlcer In be htavided 10.D1lMBEi Firm 11,Dllli crm 12,DI It*Dollar
Cuniact Illroulintinn Number Anuaigt
'E
Lucnl Agency to Complete tills Section l3,i'ntal
Dollars
20.Local rlgcncy Cnnttad Nuulhl r. _'(11 -Ull? -- _- __ _ C hlilllCa{
----- $ b.Ql1
21.l�edcnE•aid 1'rajccti\'uoibcr. _ 13fil.C)-�•t'31U'_I))
!•1.7'alai
22.Conlwel Gxecmiuu Date: 7-1 j-2O1 j %Clairncd
'— r7 Piis
Local Agr:ncy certifies Ilm(A DISE certilicaliclos are valid altd the -T— --
inrunnation on This fortis is complete and iccunile:
�ii:htil;ts I).Di:}3.tr
23. .oea1 r\g ley a ilni•=\Name(2 6111) 7-13-20 15
24,Local Agency Helirelelllaalijee Sii6Cli�afltic ?S.Datc
C)irectorulPublic Works 01,05)470-31M) - �•-� —
15.1'icjlarcds 5lgttllurc
U.Local Agency Rafircieuonive Tide 27.(Arca Colic)Tel.No.
F:athiern_}'cace__
M.llrclhurr's Name(Prim) --
CIIIII•iltls to ConL
t lcle this Scetiolt ,,.1L]lt-1'llllcll[lbi f(lLi) �r _
_ .,_..._
Cnitrims District Local Assistance Engineer(DI AE)certifies that this form 17.!'rcparcr's'Eillc
has been reviewed for cumpletetiess: 7123/1 S (30S S(L}3.4539
!4.Date 19.(Arca Code)TO.No,
24.DIA.Name(Priul) 27,M AE Si(lnmuc - A Date
Ilhtilhldhua: (I)Capy-Finail a copy-to the 0dinu•;11kiticr I tical As51stmec 1:willccr(DLAI:)Avithin 31)ifity$Ill t'niltnld IoV;Ild.I:lillatre Io SCltll:l
carp)•III OIL!DLAI-within 30 days orcollowl nwaid clay result in delay urpayatclu.
(2)Copy-lnchafc in mvaid paAnge scut to Caltrans DLA{:
(3)Original-Local agcucy lits
Page I ort
LPP 13-01 slaty N,2013
r--Lj
EXHIBIT G
Federal Requirements
ARTICLE N PERFORMANCE PERIOD
A. This contract shall go into effect on July 15, 2015, contingent upon approval by CITY OF ATASCADERO
("City"),and CONSULTANT shall commence work after notification to proceed by THE CITY'S Contract
Administrator. The contract shall end on August 31, 2019, unless extended by contract amendment.
B. CONSULTANT is advised that any recommendation for contract award is not binding on THE CITY until
the contract is fully executed and approved by THE CITY.
ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for the following items shall be at the rate specified for each item, as described in this
Article. The specified rate shall include full compensation to CONSULTANT for the item as described,
including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be
allowed therefore.
B. The specified rate to be paid for vehicle expense for CONSULTANT's field personnel shall be billed at the
current IRS business standard mileage rate. This rate shall be for a fully equipped vehicle, with radio and
flashing yellow light(if needed)..
C. The method of payment for this contract,except those items to be paid for on a specified rate basis,will be
based on actual cost-plus-fixed fee. THE CITY will reimburse CONSULTANT for actual costs(including
labor costs, employee benefits,travel,equipment-rental costs, overhead and other direct costs)incurred by
CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that
exceed the estimated wage rates, employee benefits,travel, equipment rental, overhead and other estimated
costs set forth in the approved Cost Proposal, unless additional reimbursement is provided for,by contract
amendment. In no event,will CONSULTANT be reimbursed for overhead costs at a rate that exceeds THE
CITY approved overhead rate set forth in the approved Cost Proposal.In the event,THE CITY determines
that changed work from that specified in the approved Cost Proposal and contract is required;the actual costs
reimbursable by THE CITY may be adjusted by contract amendment to accommodate the changed work. The
maximum total cost as specified in Paragraph"I," shall not be exceeded unless authorized by contract
amendment.
D. In addition to the allowable incurred costs and specified rates of payment, THE CITY will pay
CONSULTANT a fixed fee of$49,088.00.The fixed fee is nonadjustable for the term of the contract, except
in the event of a significant change in the scope of work and such adjustment is made by contract amendment.
E. All subcontracts in excess of$25,000 shall contain the above provisions.
ARTICLE VI TERMINATION
See page 4, Section 6 of this contract.
G-1
ARTICLE VII COST PRINCIPLES
A. CONSULTANT agrees that the Contract Cost Principles and Procedures,48 CFR, Federal Acquisition
Regulations System, Chapter 1,Part 31.000 et seq., shall be used to determine the cost allowability of
individual items.
B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR,Part 18, Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.
C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to
be unallowable under 49 CFR Part 18 and 48 CFR,Federal Acquisition Regulations System, Chapter 1,Part
31.000 et seq., are subject to repayment by CONSULTANT to THE CITY.
ARTICLE XIII RETENTION OF RECORDS/AUDIT
For the purpose of determining compliance with Public Contract Code 10115,et seq.and Title 21,California
Code of Regulations, Chapter 21, Section 2500 et seq.,when applicable and other matters connected with the
performance of the contract pursuant to Government Code 8546.7; CONSULTANT, subconsultants, and THE
CITY shall maintain and make available for inspection all books,documents, papers, accounting records, and
other evidence pertaining to the performance of the contract, including but not limited to,the costs of
administering the contract. All parties shall make such materials available at their respective offices at all
reasonable times during the contract period and for three years from the date of final payment under the contract.
The state, State Auditor,THE CITY,FHWA, or any duly authorized representative of the Federal Government
shall have access to any books,records,and documents of CONSULTANT that are pertinent to the contract for
audit,examinations, excerpts,and transactions, and copies thereof shall be furnished if requested. Subcontracts in
excess of$25,000 shall contain this provision.
ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not
disposed of by agreement, shall be reviewed by THE CITY'S Chief Financial Officer.
B. Not later than 30 days after issuance of the final audit report, CONSULTANT may request a review by THE
CITY'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 THE CITY will excuse CONSULTANT from full
and timely performance, in accordance with the terms of this contract.
ARTICLE X SUBCONTRACTING
A. CONSULTANT shall perform the work contemplated with resources available within its own organization;
and no portion of the work pertinent to this contract shall be subcontracted without written authorization by
THE CITY'S Contract Administrator, except that, which is expressly identified in the approved Cost
Proposal.
B. Any subcontract in excess of$25,000 entered into as a result of this contract, shall contain all the provisions
stipulated in this contract to be applicable to subconsultants.
C. Any substitution of subconsultants must be approved in writing by THE CITY's Contract Administrator prior
to the start of work by the subconsultant.
G-2
ARTICLE XI EQUIPMENT PURCHASE
A. Prior authorization in writing, by THE CITY's Contract Administrator shall be required before
CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding$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 Cost Proposal and
exceeding$5,000 prior authorization by THE CITY's Contract Administrator;three competitive quotations
must be submitted with the request, or the absence of bidding must be adequately justified.
C. Any equipment purchased as a result of this contract is subject to the following: "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$5,000 or more. If the purchased
equipment needs replacement and is sold or traded in, CITY OF ATASCADERO shall receive a
proper refund or credit at the conclusion of the contract, or if the contract is terminated,
CONSULTANT may either keep the equipment and credit THE CITY 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 THE CITY procedures; and credit THE CITY in an amount equal to the
sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at
CONSULTANT's expense, on the basis of a competent independent appraisal of such equipment.
Appraisals shall be obtained from an appraiser mutually agreeable to by THE CITY and
CONSULTANT, if it is determined to sell the equipment,the terms and conditions of such sale must
be approved in advance by THE CITY.'49 CFR, Part 18 requires a credit to Federal funds when
participating equipment with a fair market value greater than$5,000 is credited to the project.
D. All subcontracts in excess$25,000 shall contain the above provisions
ARTICLE XII STATE PREVAILING WAGE RATES
A. CONSULTANT shall comply with the State of California's General Prevailing Wage Rate requirements in
accordance with California Labor Code, Section 1770,and all Federal, State,and local laws and ordinances
applicable to the work.
B. Any subcontract entered into as a result of this contract if for more than$25,000 for public works
construction or more than $15,000 for the alteration,demolition,repair, or maintenance of public works,
shall contain all of the provisions of this Article.
ARTICLE XIII CONFLICT OF INTEREST
A. CONSULTANT shall disclose any financial, business,or other relationship with THE CITY that may have
an impact upon the outcome of this contract, or any ensuing THE CITY construction project.
CONSULTANT shall also list current clients who may have a financial interest in the outcome of this
contract, or any ensuing THE CITY construction project,which will follow.
B. 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 contract.
C. Any subcontract in excess of$25,000 entered into as a result of this contract, shall contain all of the
provisions of this Article.
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ARTICLE XIV REBATES,KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
CONSULTANT warrants that this contract was not obtained or secured through rebates kickbacks or other
unlawful consideration, either promised or paid to any THE CITY employee. For breach or violation of this
warranty, THE CITY shall have the right in its discretion;to terminate the contract without liability;to pay only
for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full
amount of such rebate,kickback or other unlawful consideration
ARTICLE XVI STATEMENT OF COMPLIANCE
A. CONSULTANT's signature affixed herein, and dated, shall constitute a certification under penalty of
perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with,
the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California
Administrative Code, Section 8103.
B. During the performance of this Contract, Consultant and its subconsultants shall not unlawfully
discriminate,harass, or allow harassment against any employee or applicant for employment because of
sex, race,color, ancestry,religious creed,national origin, physical disability (including HIV and AIDS),
mental disability,medical condition (e.g., cancer),age(over 40), marital status, and denial of family care
leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and
applicants for employment are free from such discrimination and harassment. Consultant and
subconsultants shall comply with the provisions of the Fair Employment and Housing Act(Gov. Code
§12990 (a-f)et seq.)and the applicable regulations promulgated thereunder(California Code of
Regulations,Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of
Title 2 of the California Code of Regulations,are incorporated into this Contract by reference and made a
part hereof as if set forth in full. 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.
ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under
the laws of the State of California,that CONSULTANT has complied with Title 2 CFR Part ISO,"OMB
Guidelines to Agencies on Governmentwide Debarment and Suspension (nonprocurement)", which certifies
that he/she or any person associated therewith in the capacity of owner,partner, director,officer, or
manager, is not currently under suspension, debarment,voluntary exclusion, or determination of
ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three(3)years; does not have a proposed debarment
pending; and 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.
Any exceptions to this certification must be disclosed to THE CITY.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in
determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply,
initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services
Administration are to be determined by the Federal highway Administration.
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ARTICLE XVIII FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this contract 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 contract were executed after that determination was made.
B. This contract is valid and enforceable only, if sufficient funds are made available to THE CITY for the
purpose of this contract. In addition,this contract is subject to any additional restrictions,limitations,
conditions, or any statute enacted by the Congress, State Legislature,or THE CITY governing board that may
affect the provisions,terms, or funding of this contract in any manner.
C. It is mutually agreed that if sufficient funds are not appropriated,this contract may be amended to reflect any
reduction in funds.
D. THE CITY has the option to void the contract under the 30-day termination clause pursuant to
Article VI, or by mutual agreement to amend the contract to reflect any reduction of funds.
ARTICLE XIX CHANGE IN TERMS
See Page 4, Section 7 of this contract.
ARTICLE XX DISADVANTAGED BUSINESS ENTERPRISES (DBE)PARTICIPATION
A. This contract is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business
Enterprises in Department of Transportation Financial Assistance Programs". Consultants who
obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated
statewide overall DBE goal.
B. The goal for DBE participation for this contract is 0%. Participation by DBE consultant or
subconsultants shall be in accordance with information contained in the Consultant Proposal DBE
Commitment(Exhibit 1001), or in the Consultant Contract DBE Information (Exhibit 10-02)
attached hereto and incorporated as part of the Contract. If a DBE subconsultant is unable to
perform, CONSULTANT must make a good faith effort to replace him/her with another DBE
subconsultant, if the goal is not otherwise met.
C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the
performance of contracts financed in whole or in part with federal funds. 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,
Part 26 in the award and administration of US DOT-assisted agreements. Failure by
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 CITY deems appropriate.
D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this
section.
E. A DBE firm may be terminated only with prior written approval from THE CITY and only for the
reasons specified in 49 CFR 26.53(f). Prior to requesting THE CITY consent for the termination,
CONSULTANT must meet the procedural requirements specified in 49 CFR 26.53(f).
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F. A DBE performs a Commercially Useful Function(CUF) when it is responsible for execution of the
work of the contract and is carrying out its responsibilities by actually performing,managing, and
supervising the work involved. To perform a CUF, the DBE must also be responsible with respect
to materials and supplies used on the contract,for negotiating price, determining quality and
quantity, ordering the material, and installing (where applicable) and paying for the material itself.
To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted,
industry practices, whether the amount the firm is to be paid under the, contract is commensurate
with the work it is actually performing, and other relevant factors.
G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction,
contract, or project through which funds are passed in order to obtain the appearance of DBE
participation. In determining whether a DBE is such an extra participant, examine similar
transactions,particularly those in which DBEs do not participate.
H. If a DBE does not perform or exercise responsibility for at least thirty percent(30%) of the total cost of its
contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than
would be expected on the basis of normal industry practice for the type of work involved, it will be presumed
that it is not performing a CUF.
I. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts
entered into with certified DBEs. The records shall show the name and business address of each
DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The
records shall show the date of payment and the total dollar figure paid to all firms. DBE prime
consultants shall also show the date of work performed by their own forces along with the
corresponding dollar value of the work.
J. Upon completion of the Contract, a summary of these records shall be prepared and submitted on the
form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier
Subconsultants" CEM-2402F [Exhibit 17-F, of the LA-PM], certified correct by CONSULTANT or
CONSULTANT's authorized representative and shall be furnished to the Contract Administrator
with the final invoice. Failure to provide the summary of DBE payments with the final invoice will
result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment
until the form is submitted. The amount will be returned to CONSULTANT when a satisfactory
"Final Report-Utilization of Disadvantaged Business Enterprises (DBE),First-Tier Subconsultants"
is submitted to the Contract Administrator.
K. If a DBE subconsultant is decertified during the life of the contract,the decertified subconsultant
shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a
certified DBE during the life of the Contract,the subconsultant shall notify CONSULTANT in
writing with the date of certification. Any changes should be reported to THE CITY's Contract
Administrator within 30 days.
ARTICLE XXI CONTINGENT FEE
CONSULTANT warrants,by execution of this contract that no person or selling agency has been employed,or
retained,to solicit or secure this contract 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, THE CITY has the right to annul this contract without liability; pay only for the value of the work
actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the
full amount of such commission,percentage, brokerage, or contingent fee.
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ARTICLE XXII DISPUTES
A. Any dispute,other than audit,concerning a question of fact arising under this contract that is not disposed of
by agreement shall be decided by a committee consisting of THE CITY's Contract Administrator and
Nicholas DeBar,Director of Public Works,who may consider written or verbal information submitted by
CONSULTANT.
B. Not later than 30 days after completion of all work under the contract, CONSULTANT may request review
by THE CITY 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 contract
ARTICLE XXHI INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit THE CITY,the state,and the FHWA if federal
participating funds are used in this contract;to review and inspect the project activities and files at all
reasonable times during the performance period of this contract including review and inspection on a daily
basis.
ARTICLE XXIV 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 THE CITY
Safety Officer and other THE CITY 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 Section 591 of the Vehicle Code,THE CITY 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 California Labor Code Sections 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 feet or
deeper.
ARTICLE XXVI OWNERSHIP OF DATA
A. Upon completion of all work under this contract, ownership and title to all reports,documents, plans,
specifications, and estimates produce as part of this contract will automatically be vested in THE CITY; and
no further agreement will be necessary to transfer ownership to THE CITY. CONSULTANT shall furnish
THE CITY all necessary copies of data needed to complete the review and approval process.
B. It is understood and agreed that all calculations, drawings and specifications,whether in hard copy or
machine-readable form, are intended for one-time use in the construction of the project for which this contract
has been entered into.
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C. CONSULTANT is not liable for claims, liabilities,or losses arising out of, or connected with the
modification,or misuse by THE CITY of the machine-readable information and data provided by
CONSULTANT under this contract;further, CONSULTANT is not liable for claims, liabilities, or losses
arising out of, or connected with any use by THE CITY of the project documentation on other projects for
additions to this project,or for the completion of this project by others, except only such use as many be
authorized in writing by CONSULTANT.
D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as
appropriate(48 CFR 27, Subpart 27.3 -Patent Rights under Government Contracts for federal-aid contracts).
E. THE CITY 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.
F. Any subcontract in excess of$25,000 entered into as a result of this contract,shall contain all of the
provisions of this Article.
ARTICLE XXVII CLAIMS FILED BY THE CITY'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 THE CITY'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 THE CITY considers essential to assist in defending against construction
contractor claims will be made available on reasonable notice from THE CITY. Consultation or testimony
will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT's
personnel services under this contract.
C. Services of CONSULTANT's personnel in connection with THE CITY's construction contractor claims will
be performed pursuant to a written contract amendment, if necessary, extending the termination date of this
contract in order to resolve the construction claims.
D. Any subcontract in excess of$25,000 entered into as a result of this contract, shall contain all of the
provisions of this Article.
ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial,statistical,personal,technical, or other data and information relative to THE CITY's
Operations,which are designated confidential by THE CITY and made available to CONSULTANT in
order to carry out this contract, shall be protected by CONSULTANT from unauthorized use and
disclosure.
B. Permission to disclose information on one occasion, or public hearing held by THE CITY relating to the
contract, 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 contract or THE
CITY's actions on the same, except to THE CITY's staff, CONSULTANT's own personnel involved in the
performance of this contract, 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 contract without prior review of the contents
thereof by THE CITY,and receipt of THE CITY'S written permission.
E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.
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ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 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 may be evaluated by THE CITY.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
contract record.
ARTICLE XXXI RETENTION OF FUNDS
A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this
section.
No retainage will be held by the Agency from progress payments due the prime consultant. Any
retainage held by the prime consultant or subconsultants from progress payments due subconsultants
shall be promptly paid in full to subconsultants within 30 days after the subconsultant's work is
satisfactorily completed. Federal law (49 CFR 26.29)requires that any delay or postponement of
payment over the 30 days may take place only for good cause and with the Agency's prior written
approval. Any violation of this provision shall subject the violating prime consultant or
subconsultant to the penalties, sanctions and other remedies specified in Section 7108.5 of the
Business and Professions Code. These requirements shall not be construed to limit or impair any
contractual, administrative, or judicial remedies, otherwise available to the prime consultant or
subconsultant in the event of a dispute involving late payment or nonpayment by the prime
consultant, deficient subconsultant performance, or noncompliance by a subconsultant. This
provision applies to both DBE and non-DBE prime consultant and subconsultants.
ARTICLE XXXIH CONTRACT
The two parties to this contract, who are the before named CONSULTANT and the before named CITY
OF ATASCADERO, hereby agree that this contract 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 contract as evidenced by the signatures below.
ARTICLE XXXIV SIGNATURES
CANNON CITY OF ATASCADERO
L y P. Kr em , E Nicholas D. DeBar
Director, Public Infrastructure Director of Public Works
DATE: 910,11r- DATE:
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