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R 5406 RESOLUTION NO. 5406 A RESOLUTION OF THE.CITY COUNCIL. ARROYO GRANDE:AWARDING THE TRAFFIC WAY:IBRID_GE REPLACEMENT PROJECT CONSTRUCTION MANAGEMENT PROFESSIONAL'. .SERVICES AGREEMENT. TO : FIL;IPPIN • ENGINEERING FOLLOWING A REQUEST FOR PROPOSALS PROCESS, AND FINDING THAT SAID ACTION IS EXEMPT FROM CEQA PURSUANT TO STATE CEQA GUIDELINES SECTION 15060 WHEREAS, the Traffic Way Bridge ("Bridge") spans Arroyo Grande Creek allowing Traffic Way to connect to West Branch Street. Traffic Way is an arterial roadway that conveys approximately 11,500 vehicles per day. The Bridge is a reinforced concrete structure supported by abutments on each end of the Bridge and concrete piles along the span; and WHEREAS, in 2006, Caltrans designated this Bridge as "scour critical" meaning that the supporting members of the Bridge are compromised due to erosion of surrounding soil. In 2016 the Bridge was reinspected, and that inspection found signs of deck cracking, failed expansion joints, spalling concrete, concrete abrasion, and creek channel erosion. In March 2018, it was determined that not only is scour an issue, but that the foundation is vulnerable in bearing capacity; and WHEREAS, Caltrans determined the Bridge needed replacing and placed it in the federal Highway Bridge Program (HBP). HBP provides funding for bridge repair and replacement. It provides 88.53% of federal funding and a required local match of 11.47%; and WHEREAS, $6,911,469 is budgeted in FY 2024-25 and the same amount is budgeted in FY 2025-26 for the Traffic Way Bridge Replacement Project (the "Project"), for a total of$13,822,938 over the next two fiscal years; and WHEREAS, Adequate funds exist in this year's budget to cover anticipated costs through the end of the fiscal year. The additional $777,811.57 not already budgeted will be incorporated into the next 5-year Capital Improvement Program. This additional cost amounts to an additional $89,214.99 in City funding, with the remainder from the Highway Bridge Program; and WHEREAS, the City issued a qualifications-based Request for Proposals for construction management of this Project. Two proposals were received. These proposals were reviewed by a review team consisting of four City staff and a representative from the project design engineering firm that the City has been working with throughout the project. City staff negotiated costs with the top-rated firm, Filippin Engineering, on November 19, 2024; and 65501.00015\42788974.6 RESOLUTION NO. 5406 PAGE 2 WHEREAS, as a part of the federal funding requirements, the Office of Civil Rights established a Disadvantaged Business Enterprises (DBE) goal of 22% for this project. The purpose of-the .DBE program.is to increase the participation of minority and woman owned businesses:-in: State. arid local transportation projects that are . federally funded:•If a•contractor does not meet this goal,it mutt-submit documentation presenting their good faith-effort to meet the goal; and- WHEREAS, the selected consultant met the 22% DBE goal; and WHEREAS, this resolution documents formal action awarding this contract pursuant to Gov. Code 36935. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Arroyo Grande, as follows: 1. RECITALS. The foregoing recitals are true and correct and are incorporated herein. 2. CEQA FINDINGS. The City Council finds that awarding the Traffic Way Bridge Replacement Project construction management professional services agreement to Filippin Engineering is exempt from further review under the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15060(c)(2),(3), 15378. On September 26, 2023, the City Council adopted a Mitigated Negative Declaration (MND) for the Project (SCH No. 2022060452). The MND analyzed the environmental impacts of the Project in compliance with the California Environmental Quality Act. The subsequent award of a construction contract for the Project, and a construction management agreement for the Project, respectively, do not in themselves result in a direct or reasonably foreseeable indirect physical change in the environment and is thus not subject to the California Environmental Quality Act under State CEQA Guidelines sections 15060(c)(2),(3), 15378. City Council directs staff to file a Notice of Exemption with the County Clerk and State Clearinghouse within five days of this Resolution. 3. Contract Award. The City Council awards a professional services agreement for construction management of the Traffic Way Bridge Replacement Project to Filippin Engineering in the not-to-exceed amount of$1,121,955, attached in substantially final form as Exhibit "A." The City Council authorizes the City Manager to execute that contract, subject to any minor technical, or non- substantive changes in consultation with the City Attorney. The City Council incorporates the analysis of the Staff Report dated December 10, 2024, accompanying this item, as part of the passage of this Resolution: 65501.00015\42788974.6 RESOLUTION NO. 5406 PAGE 3 -4. Contingency. The City Council authorizes the City Manager or designee to approve change orde• rs of 10% Of-the contract amou•nt,:.-$11 2,.1-99.50; .for ' •unanticipated costs during the construction phase of this project • 5 CUSTODIAN OF RECORDS,_The documents and materials ass ociated with • this Resolution that constitutethe record of proceedings on which these findings are based are located.at City-.Hall., 300 E Branch St Arroyo Grande CA 93420. On motion of Council Member Guthrie, seconded by Council Member Secrest, and on the following roll call vote, to wit: AYES: Council Members Guthrie, Secrest, Loe, Maraviglia, and Mayor Ray Russom NOES: None ABSENT: None The foregoing Resolution was passed and adopted this 10th day of December 2024. 65501.00015\42788974.6 RESOLUTION NO. 5Wtp PAGE 4 1110 sal CARE Y Rt&S___!9 MAYOR ATTEST: J SSICA MATSON, CITY CLERK APPROVED AS TO CONTENT: MA THEW DOWNING, CITY NAGER APPROV D AS Tp' M: C ROSEN, CITY ATTORNEY 65501.00015\42788974.6 RESOLUTION NO. 5406 PAGE 5 Exhibit{`.A'° . . 65501 00015142788974.6 CITY OF ARROYO GRANDE • PROFESSIONAL SERVICES AGREEMENT • 1. PARTIES AND DATE.. .• ; - This Agreement is made and entered into this 10 day of December,2024, by and between- the City of Arroyo Grande, a'municipal corporation organized under the laws of the State of California with its principal place of business at 300 E. Branch Street, Arroyo Grande, California 93420, County of San Luis Obispo, State of California ("City") and Filippin Engineering, Inc., a California Corporation,with its principal place of business at 994 Mill Street, San Luis Obispo, CA 93401 ("Consultant"). City and Consultant are sometimes individually referred to herein as"Party" and collectively as"Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing construction management services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such professional services for construction management of the Traffic Way Bridge Replacement Project, PW 2023-02("Project")as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scone of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional construction management consulting services necessary for the Project("Services"). The Services are more particularly described in Exhibit"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from December 10, 2024, to December 10, 2026, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Compensation. 3.2.1 Compensation. Consultant shall receive compensation, including BB&K(2023) -1- PROFESSIONAL SERVICES AGREEMENT authorized reimbursements,forYall SOvices.rendered;under this Agreement at the rates set forth in Exhibit"B"attached hereto and incorporated herein by reference: The total compensation shall not exceed $4,12t955 (one million:, one hundred twenty-one:thousand, nine hundred fifty-five dollars)without written approval of the City Council-or City Manager, as,applicable. Extra Work • .may be authorized, as described below,and:if authorizes(,,:will be-compensated-at:the rates and manner set forth in this Agreement.: . 3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty(30)days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. 3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City or included in Exhibit"B"of this Agreement. 3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein,"Extra Work"means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.3 Responsibilities of Consultant. 3.3.1 Independent Contractor: Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers'compensation insurance. 3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel.required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. BB&K(2023) -2- PROFESSIONAL SERVICES AGREEMENT 3.3.3 Conformance-• to-.Applicable• Requirements. All work prepared by Consultant shall be subject to the approval of City. - 3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant;may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.. The key personnel for performance of this Agreement are as follows:Gino • Filippin, President. 3.3.5 City's Representative. The City hereby designates Shannon Sweeney, City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.3.6 Consultant's Representative. Consultant hereby designates Gino Filippin, President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.3.8 Standard of Care. Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shalt be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City,any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform BB&K(2023) -3- PROFESSIONAL SERVICES AGREEMENT any of the Services or to work an-the Project;: _ - 3.3.9: Period,:of Performance. 3.3.9.1 Consultant shall perform.,andcomplete all Servicesunder this Agreement within the term set forth in Section 3.1.2 above:("Performance Time"). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits"A"or"B attached.hereto,or which may be separately agreed upon in writing by the City and Consultant ("Performance Milestones"). -Consultant agrees that if the Services are not completed within The aforementioned. Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. 3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party's performance and is one or more of the following: (1)Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy;(3)orders of governmental authorities(including,without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by .governmental authorities that are required for the services); (4)strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. 3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall,within a reasonable time of being prevented from performing,give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.3.10 Laws and Regulations; Employee/Labor Certification. 3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements,and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the.Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause. 3.3.10.2 Employment Elipibilitr Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time.and shall require all subconsultants BB&K(2023) -4- PROFESSIONAL SERVICES AGREEMENT and sub-subconsultants to cornply withthe same. Consultant:crtifes that it has not committed a violation of any such law-Within the five-(5)years immediately preceding the date of execution of this Agreement,and shall not violate any such law at any during the term of the Agreement. 3.3.10.3 Equal Opportunity Employment. Consultant representsthat'it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race,religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently-in effect or hereinafter enacted. 3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board(CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants,or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement. 3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City's ordinances regulating water quality and storm water;the Federal Water Pollution Control Act(33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality,drainage district,or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant's failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy. 3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.3.11 Insurance. 3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition,Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause. BB&K(2023) -5- PROFESSIONAL SERVICES AGREEMENT . 3.3.11.2 : `rpes.:of insuranl a Reauirel As a condition precedent to the effectiveness of this Agreement"for work to be-performed hereunder,'and without limiting the indemnity provisions of the:AOreethent, the:Consultant;`in Partial'-performance of its obligations under:such Agreement, shall procure and'maintain in.fuli-for and'effect during the term of the Agreement the following policies'of insurance: If the existing-:policies=do not meet the insurance requirements set forth.herein; Cons lltan4 agrees-to amend;-supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at-least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less:than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s)contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto"(Symbol 1),or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than$1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than$1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant's profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five(5)years from termination or expiration of this Agreement. 3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions,or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: (A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not(1) be restricted to"ongoing operations"; (2) exclude "contractual liability"; (3)restrict coverage to "sole"liability of Consultant; or(4)contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage)to effectuate this requirement. (2)Cancellation: Required insurance policies shall not be canceled or the coverage BB&K(2023) -6- PROFESSIONAL SERVICES AGREEMENT reduced until a thirty(30 day written notice'of cancellation has been served upon the City except ten(10)days shall be allowed for'nan-payment of premium.- (B) Automobile'Liability. 11 Cancellation: Required insurance -policies shall not be canceled or the coverage reduced,untit,a thirty(30) day written notice of • cancellation has been served upon the Cityexcept ten(10)days shall be allowed for non-payment • of premium. (C) Professional Liability(Errors&Omissions):(1)Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty(30)day written notice of cancellationhas been served upon the City except ten(10)days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must"pay on behalf of"the insured and include a provision establishing the insurer's duty to defend. (D) Workers' Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers. 3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. 3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage,shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention. 3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that BB&K(2023) -7- PROFESSIONAL SERVICES AGREEMENT such insurance coverage has been renewed orextended shall be filed with the City. if such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the. required coverage; Consultant shall;'within-ten (10)-itays'after receipt of written notice of such cancellation or reduction of coverage, file with The City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies: • 3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California,or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. 3.3.11.9 Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder. 3.3.11.10 Requirements. Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. 3.3.11.11 Additional Insurance Provisions (A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,the provisions concerning indemnification. (B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (C) The City may require the.Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. (E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. BB&K(2023) -8- PROFESSIONAL SERVICES AGREEMENT • =` '(t=) -Consultantshall report:to the City,in addition to Consultant's insurer; any and all insurance claims submitted by Corisultantin connection with the Services under this Agreement. - 3.3.11.12 Insurance for. Subconsuitants. Consultant shall include all subconsultants engaged in any Work for Consultant relating to. this Agreement asadditional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials,'officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant's subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant's compliance with all insurance requirements under this Agreement,to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City. 3.4 Labor Code Requirements. 3.4.1 Prevailing Wailes. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,("Prevailing Wage Laws"),which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers,employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over$25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing,then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. 3.4.3 Compliance Monitorinn. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll BB&K(2023) -9- PROFESSIONAL SERVICES AGREEMENT records directly to the DIR.: ..:Any-=stop.orders issued by the -DlR: against Consultant or any :subconsultant that affect .Consultant's_performance.of:services, including any delay, shall be Consultant's sole.responsibility "Any delay arising out of or resulting from such stop orders shall be considered-Consultant°caused-=delay and shall-not be:compensable by the City. Consultant shall defend, indemnify and-hold the:.City, its officials, officers, einployees`and agents free and. harmless from any claim or liability arising out of stop orders issued by the DIFF against Consultant. or any subconsultant. 3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven(7)days before the effective date of such termination. Upon termination,Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15)days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6 Indemnification. 3.6.1 To the fullest extent permitted by law,Consultant shall defend(with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services,the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. -Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and.shall not be restricted to insurance proceeds, ifany, received by Consultant, the City, its officials, officers, employees, agents, or BB&K(2023) -10- PROFESSIONAL SERVICES AGREEMENT • volunteers. • 3.6.2 If Consultant's obligation to defend, indemnify, and/or holdharmless arises out.of Consultant's performance as a "design professional" (as that term is defined under Civil • Code•section 2782.8), then,'and-only.to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims-that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant- obtaining a- final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 3.7 General Provisions. 3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine,audit,and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3)years from the date of final payment under this Agreement. 3.7.2 Independent Contractors and Subcontracting. 3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dvnamex Operations West, Inc. v. Su.erior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant("Subcontractor(s)") unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant's behalf are Consultant's employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders. 3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor,which must include all provisions of the Agreement, including a restriction on the Subcontractor's use of further independent contractors, subcontractors or subconsultants without the City's prior written consent. 3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Filippin Engineering, Inc. 994 Mill Street,Suite 230 San Luis Obispo, CA 93401 BIM(2023) -11- PROFESSIONAL SERVICES AGREEMENT -: ATTN:,Gino Filippin,::i resident/Treasurer • (,cainoOfecivil corn) Paul Henderson,Vice PresidentISecretary • (pass l@f ecivi l,cpm) • City: • City of Arroyo Grande • 300 E. Branch Street • Arroyo Grande, CA 93420 ATTN: Matthew Downing, City Manager Such notice shall be deemed made when personally deliveredor when mailed, forty-eight (48) • hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.7.4 Ownership of Materials and Confidentiality. 3.7.4.1 Documents & Data; Licensing of Intellectual Properly. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement("Documents&Data"). All Documents&Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty(30)days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents& Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen(15)years following completion of the Project,and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents&Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. 3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or BB&K(2023) -12- PROFESSIONAL SERVICES AGREEMENT another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing services of Consultant shall be at City's sole risk. If City uses or reuses the Documents-&.Data on any project other than this Project, -it shall remove the Consultant's sealtrom the Documents&Data and:indemnify and hold.harmless . • Consultant and its officers, directors,, agents and:employees from.°claims arising out of the negligent use or re-use of the;Documents & Data on.such other project. Consultant shall.be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement,for any alleged infringement of any patent, copyright,trade secret,trade name,trademark,or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents&Data, including any method, process, product, or concept specified or depicted. 3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.7.5 Cooc}eration• Further Acts. The Parties shall fully cooperate with one another,and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.7.7 Attorneys' Fees. If either party commences an action against the other party, either legal,administrative or otherwise,arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys'fees and all costs of such action. 3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Luis Obispo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim BBBK(2023) -13- PROFESSIONAL SERVICES AGREEMENT procedures set forth in-Goverthmen+ Ce de.:seetions 9,40 et=seg :prior tolling any lawsuit against the .City. Such Government- Code..-claims_and, any :subsequent lawsuit based upon the, Government Code claims,.shall be limited tc+:those- maters that remain unresolved after gall :. procedures:pertaining to•extra_work,diaputed;.arorILclalmsr afld,Or:changed conditionshave been followed:by Consultant. If no-such Government:die claim is.submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 3.7.9 Time of Essence. Time is of the essence.for each and every provision of this Agreement. 3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City,which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.7.13 Construction: References:Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply,according to its fair meaning,and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees,agents,and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers,employees,agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.7.14 Amendment;_Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. BBBK(2023) -14- PROFESSIONAL SERVICES AGREEMENT 3.7.18 Prohibited Interests. Consultant maintains and warrants-that.it has not employed nor retained any company or person, otherthan a bona fide employee workingsolely for Consultant, to solicit or secure this Agreement. -Consultant warrants that it has not paid nor has it agreed to pay any company or person;other than a bone fide employee working solely for Consultant, any fee, commission; percentage,. brokerage.-fee, gift or •other- consideration _ contingent upon or resulting from the_award.or making.of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state.law in the performance of the Services. For breachor violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City,shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute,deliver,and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. 3.8 Federal Provisions. When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit "A-1" (Federal Requirements) attached hereto and incorporated herein by reference("Federal Requirements"). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE] BB&K(2023) -15- PROFESSIONAL SERVICES AGREEMENT SIGNATUREPAGE TO PROFESSIONALSERVICES - • BETWEEN THE-CITY-OF ARROYO-GRANDE ANDS AIVD FILIPPIN.ENGLNBERING`iNC ' .. . • • ' IN WITNESS WHEREOF, each of the Parties has caused this Agreement to.be-executed on the day and year first above written: -- • CITY OF ARROYO GRANDE FILIPPIN ENGINEERING, INC. • Approved By: By: Its: Matthew Downing City Manager Printed Name: By:. Its: Printed Name: Approved as to Form: Best Best&Krieger LLP Isaac Rosen, City Attorney Attested By: Jessica Matson, City Clerk BB&K(2023) -16- PROFESSIONAL SERVICES AGREEMENT .. - EXHIBIT ieAu. - .. . SCOPE OF SERVICES ` - BB&K(2020) Exhibit"A"-1 PROFESSIONAL SERVICES AGREEMENT • TRAFFIC i'fAY BRIDGE REPLACEMENTPROJECT y _ FE SCOPE OF WORK EXHIBIT .A PRE-+CONSTRUCTION,SERVICE_S. : PRE-CQNSTRUCTION'PHAS.E SCOPE • . v s � d.Cd ett5afdd RE ending > A' r' Prapare artd'uniittiv Oi)rr Ir�>,,.ndd&th*to . i.-�: 4"'Z'est`t`'"-otur ierft CQr rtal Sy tela at : ' "'-''',7.▪•'.4 ;,,,,,,_.,--1_:.,: Core r`RursraUi n Fr edi ryes, R 3 tl¢ rori.-:'"' ai Pr cath c-''' 'Carey..aWar-=''.-i irli ha Cat 'ki • t 0 ument Trq ett' tea r y j''':-� tcrpK'fCl y-18 6 O6d71@d 7n. tt;,4%iM` ,1 al ein 1�I Q1f:.. . _ ' a bs MOt#kSdOnS �F _.se • ,, P,,,-...k• .;:'� 4a5 Yt as Ni n O Mehl illi ie lusronaty-nett it*tlte4ast g die T� :''''° t(ucw e x r a o 3 �a PeNCW rtd�c tion Jiteebtl$veldt anE�3esgn and 5$ f =y '» Notice to Proceed for the Contractor its P eoorstructipn Meeting:Minutes' » Proposed Submittal List > _Pceconstnrction Condition Documentation sw Preconstruction Meeting Agenda * E vironmental Freco►stiction Survey and Tasks Reports CONSTRUCTION SERVICES CONSTRUCTION PHASE SCOPE FOR RESIDENT ENGINEER,ASSISTANT RESIDENT ENGINEER,&STRUCTURES REPRESENTATIVE � COst1? gde5ttu11et7 a- ottetedt p ftorr''r 'Drift and NegotiateCafrgercle Pp . .-•. '''.; ' IEstablish and fit'laftrtallri ceptratt.bodi tgrrtatio>4t':rO .,-An*, c. .GenerelCbnt ct, cktinLtrdon : loin Pealedfiles E h` a ShoRDrawhits :-. - 3 " .ito maradsubfatCldl4g,arttt ryrandrbuteasnecessagfancltaefU a v eeitr atemer4ofWoddngQa ,, x ,,dt €''aeon's3esto#iftsarrtY$dbmittals r *. Pr�oOt4 rn whin t�keholdef `rdcatlori 'S ▪ � '; :-4•Reward rndte submlttaisfr3r revreiv-by o$iers;as api r * Co peslgnTE peer.. -..:-.%,,,-- ..-''4;°.1, v _• N ^F "r f ewasdPr Pr ress.Payl:Sbmates�; a Y a - AsSus=e mpj e%4tthPtar 5pecsjandPerndts .'` ;'` £ ,:^ S hiss *')-i 4 i w 4 5 iirs ^: ., .. 'r.yal+t a a." Ili Alllleardi antl Respgrid0 PciteMral Cfairtu ....'k'''_ z R evvrCroratractor's BaYtkie*heduk:anrl.felt t0v9. 0:*n 57s' • ` c [NNEQratsiktiirit2mIlikeillOnds.ap hate, ,� g..14.,...,-..0� 7A,� n, 2M Pe3DllltJOn ,, 1 a •f�tevre zr afl Car actO beresp©ndertce and prePre rr�sponses,cootxilriata g as' Char Pre-con and Wee�idy eettngs ra ▪ :,.,,,,.,-,ft,. y••- . 4 c,ti ,,ry { Perltrm Rnai it epecdonand Recorari d A2ceptanoe t ,tr �. Pt ea�ndd_su�b�mf rnbrOI page ! to CCdyPM ilncruth they.15u,:."'''.•!'-•:*:'ftece.Ne and analyzeNotfreS of Priem Clam . _ _�, i`Cost;and an,tineStdtis '�, ih -,, l', Y .i �a »�" .`.` Prepare St12@t5: -Source t�09J for-ti r'E tryarlc fpr pay a Rze"Pl'Fa10*-�C and.ShoF ig$utirritttat }'',.4.1,;e„. ri a ,,,,r h .a Tc s.� p�` 'h°. ,g-¢' v;s x' : '.'.i',.,,,,,,, F ^•'.;c .. 44 . '':-_ ,. f. ii$ SEwpl Relating to Sttu€ture vv-9!lt> ,. j s` Er1S Ls te'fp Corticol e d ed. •::::1'.-,11...,,..,-,..2`,. ..g• ""/` Rn "• '14i!'!"'''' 4A".4'•€?'^ �.0 : i ". %.v, `'t •"."^"16. a`r'Y"o rpt' ,,' 7 i'2. `' i :�'t.. .,,,4#.4,,i)003,,,,„..ed Renew0l`l'8e 1nsLiDatlon PJan.- .:geltetrtoval Plan-n pf-e-drHl ng r _ Verify Materials Testing Cefk#ltaadon r ;. f , . precrtstrtrcfionmeetiri� - i „i1'.,-.1,,, :r' i },h „ > S 4, a Reltevvand approve concmate rnotrlesigns ,' ; Ven+splice types bnd locatigns are appropnate. :s f v4;• $ n '�'eri trial ,-„:,,..__:4,=.).'atdC8tifled tes'..96.W.11; , fip 4,7 x rf�� �1",,` > ?` i�eView Contraetor Subn it ed Qlid'i^J''CQ*O��w.y"" -:••''''''7., ,t g r ai-T, ,.. t ,,,.. :, '',,.'47,',,,,,,,,,,,'' .' T .e rer Coprdlnate rt:. -,t..t�f s ixtwms sub T talc t , z , `e Coorvvtdt the l5esi$n Eng+neer'tin the test'bvrurgs relAew of#re a.; _ sf ' r 96-*- .',Drlli''-' ••U?enVl 44M70nt2l1%4%,ij44-4'tant 111 `'':14 i_44 -i?t�tt.a iSC.,,•,-, =aural rnavairigs submitted br-the Cantir�uctor•and a,•'--,.. stiTx, 7*”.and °scoPearxl Werk is In con plias wit}a Ini41 tory agencies''' Y -.j.,F _ • ShOpFdraWttlg r.>�f1eW '..*c : "! rte -v ; rx_^ r N _ ..r 'tN " i.. 4:.• 'z�, gii1*paratbn of a Project-sp c Quality Assurance Plan and mtIntenance of a`r" :. Coordinate wrtlr Resource i saes r r r 'ts L ofA.�iance Testing '" 4 w- `:- -19,,,..eti SWPPP Pradttioner::,!:-1..; ;;;74,--.;:,i,„,..." +� r' {> F 1V. _ andSubmrt P.•rest lei 5ces it arcurdarte wall,. 5 1 M.°i"`: , . .,,.�,,,,-'.,......,°!--.1.,., -•.-....,t,,.s, _:-:', , .. �.<::t•-s-., � . __a. 4 r,.,.., CONSTRUCTION PHASE.SCOPE FOR CONSTRUCTION INSPECTOR , : Aeld Ovation c Qua:101:y verification and Monthly Q sheets for prognns payments, Photographic Documentation • Punddlst for Firal Inspection Quaky Assurance r Public Relatiorts Conflct and Field issue identification a Maintain Feld Record Drawings Daily Inspection Reports • RequestiRe+iew Material Certifications i.. SWPPP and Permit Compliance Monitoring ■ Review Bid Sheet Quantities for Accuracy • Lim and Grade Verttication • Coordinate Materials Testing per City OAP e Material and Equipment Verification % Coordinate with Environmental Conwltant Extra WorklCCO Diary of Work t Coordinate closely with Rasident Engineer&ARE 4. Coordinate with Lility Companies i U III994 Mi tt 5T.SURE 23Q SAN LUIS CAMPO.CA 9340 „'. TRAFFIC WAY BRIDGE REPLACEMENT PROJECT • CITU nc t°RCwO GRAND CONSTRUCTION-PHASE SCOPE:FOR OFFICE ENGINEER/LABOR COMPLIANCE OFF.lCER: ; ' • t Collect Certfee>Payroll' - Ork-site interviews •Verify upload to thet3IR t Maintain Apprentbe,trderai and StateCertificalons 011ett log,and verify►ipload cif SWf/PPP docomentaticin 4REAPa Annual Report MortitorEqual Employment O a1I&mon provisions etc).. . Verify iede-al=44=1Wkpo_mers. Review Senior Construction inspector daiy reports for emplo 4assifica'tio, Applinecessary:unctions against Contractor for faiuivto submk payroll or hours worked and equipment usage. noncompfiance,,vith:labor standard requirements. Compare contractor and sub-contractor forceaccount or day labor work to Collect DBE Paperwork certified payrolls. - -- 7akijci;!.-.1.111ilrier.ti =- » Weekly Meeting Agendas&Minutes• is f. cr•d Dr,r�i » Monthly Progress Reports » Labor Compliance Log » Submittal Log and Tracking of Response » SWPPP Compliance Log » RFI Log and Tracking of Response » Daily Inspection Reports and Daily Photographic Records » Shop Drawing/Sample Log and Tracking of Response » Quality Assurance Testing Log » CCO Log and Tracking of Response » Documentation in accordance with LAPM » Independent Cost Evaluation of all PCO's » Bulletin Log and Tracking of Response » Weekly Statements of Working Days » Quantity Backup information POST-CONSTRUTION SERVICES • ��7l 5'11.00f+PP i4 Bigg K-. mgr Compile record drawing information(relines)from Senior Construction y>Compile outstandng dalm Information for closeout Inspector and Contractor markups. Electronic Copy of all Project Files In Caltrans standard recordkeeping guidelines. )) Make Recommendation for Final Payment And Acceptance »Hard Copy(if agency requested)of all Project files in Caltrans format,consistent * Notice of Completion Statement of Final Quantities and/or Final Balancing Change with electronic files. Order CITY AND DESIGN ENGINEER SCOPE SERVICES PROVIDED BY THE CITY • General oversight and coordination Items. Acting as a Faison with the appropilate decision-making bodies(City >s Providing copies of available plans,reports,and existing documentation on fie in CDunoVCaltrans)• the Community Development Department for Consultant's reference. as Ongoing grant administration and reporting as specified In the Grant for this »Designating a staff person as a contactffor the project Project p.Qy Pay Application and Change Order.For r s. SERVICES PROVIDED BY DESIGN ENGINEER RECORD Preparation of Record Drawings based on the Resident Engineer's(RE)refined - Concrete barrier post,electrolier and transition layout construction drawings. Architects re Barrier Submittal »Attendance of construction meetings(as needed). ' AT&T&PG&E t Review and provide Input on technical design related Requests for Information n Rail removal and reconstruction&ladder Installation n Review and remmn ndations on the following technical submittals for which the )y Review and approval of the following technical submittals CM team MI be authorizing: Post tensioning Shop Plans Submittal Diversion System Submittal Water Witty Submittal A Bridge Removal Plan o Access Submittal Pedestrian Railing Electrical -a Lower tubular bicycle railing submittals Temporary Signal Detour/traffic control e CIDH Pile Installation Plan - Joint Seal Submittal Provide supporting details or plan revisions as dhected by the City. »Review and evaluate the merits of contractor-Initiated requests for change orders Bearing Pad Submittal when requested by the City. Joint Armor ' Provide the City with the proposed cost for the requested CCO. Waterine supports and DI pipe Preparation of project Close Out documentation. Welded Steel PipF casino • '994 Mitt ST.SUITE 230,SAN LUIS OBISPO.,CA93401 ,E - iit M(r -'..11._41._ II I ,I i .14 i i i ,,, i -A A I - [111.1=1 , 0i 3 i1r EA 1 I Ig — — — i III 11 H I gg g �I 4 ilimirnEkiEEEili.;;€s;I ntss Lei .$iilimiiiiiiimpfilthiiii1i12iii 1 fisa . ` s " 1 - c . --- Is s fifis as1 . MODUOPOO ekMiiiiiiENzziO2F9g"MO3A €Miil giyiillit a..:04z2s2ea§1222212211acc.. .7.zm..�3,sax. ..m.-,: Rs5s! . ' .as.,og.€P,snm. kr.A., i I I 1 i JJi t 1 4 i Itis t f . l F X di hi {—� "a„� _7 - -f�Cgg2$ � I i ,& rs. i €E a �g sy ” r L Y 'girt$ EF 'e`r 1 g 1 a iii iIIIIIII; 11111 1 is . fAug!: 1:-. A l _ggl I p s--wlii ` aii- A; rnv1E; R•ailfYlltililiyMs IE�Y hi ia111E41il $d .Y 7 m6• !It -- li I I lliAllall III a:1� m1-ie1 1 6I. iQi Rip p!n'.,.5 dell Wix R r Sim"M* 17j0 E 0 C'7I7_SIA161m��5 5:6.37 1,41$iS!Gi51"�F ip - • EXHIBIT 'A_�.r • FEDERAL CONTRACT PROV1SI)Ns, • BB&K(2020) Exhibit"A-I-1" PROFESSIONAL SERVICES AGREEMENT =EXHI IT 'A►°I" FEDERAL CONT ►CT,PROVISIONS During the performance of this Contract, the-Contractor shall comply with all applicabie federal laws and regulations including, but not limited to,the federal contract provisions in this Exhibit. 1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 —CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS(2 C.F.R.§200.327) (a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience. (b) Appendix II to Part 200(C)—Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, if this Contract meets the definition of a "federally assisted construction contract"in 41 C.F.R. §60-1.3, then Contractor shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60: (i) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.The Contractor will take affirmative action to ensure that applicants are employed,and that employees are treated during employment without regard to their race, color,religion, sex,sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity,or national origin. (iii) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about,discussed,or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. (iv) The Contractor will send to.each labor union or representative ofworkers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies: of the notice in conspicuous places available to employees and applicants for employment. (v) The Contractor will comply with a#I provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) The Contractor will include the portion of the sentence immediately preceding paragraph (i)and the provisions of paragraphs (i)through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1966,so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965,with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part it; Subpart D of the Executive Order. In addition, the-appiicant agrees:that if it fails or refuses to comply With these undertakings,the administering=agency ray take angor all of the following actions:Cancel, terminate;or suspend in whole or in part`this-grant( tntract `lban, insurance, guarantee); refrain• from extending any further assistance:to ttte'�applicant under the,program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to-the Department of Justice for appropriate legal proceedings. (c) Appendix II to Part 200 [DD —Davis-Bacon Act: Not applicable to this Contract. (d) Appendix II to Part 200 (D) — Copeland "Antti-Kickback" Act: Contractor is prohibited from inducing,by any means, any person employed in the construction,completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. (e) Appendix II to Part 200(E)—Contract Work Hours and Safety Standards.Act: (i) If this Contract is in excess of $100,000 and involves the employment of mechanics or laborers, Contractor shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C.3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (ii) Overtime Requirements. No contractor or subcontractor contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (iii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory),for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(ii)of this section. (iv) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized.representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract,or anye other Federal contract with the same prime contractor, or any other federally=assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Vsame`prime-:contractor, such sums as may.be determined to be necessary to satisfy any liabiiities of such contractor or subcontractor for unpaid wages and liquidated damages as-provided in theclabse set forth in paragraph(iii)of this section. (v) Subcontracts. The Contractor or subcontractor shall insert in .any subcontracts the clauses set forth in paragraph (ii)through (v)of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(ii)through (v)of this Section. (f) A�rendix II to Part 200 (F) — Rights to Inventions Made Under a Contract or Aa reement: (I) If the Federal award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement,"the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Federal awarding agency. (ii) The regulation at 37 C.F.R. § 401.2(a) currently defines "funding agreement" as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental,developmental,or research work under a funding agreement as defined in the first sentence of this paragraph. (g) Appendix II to Part 200 (GI— Clean Air Act and Federal Water Pollution.Control Act: If this Contract is in excess of$150,000,Contractor shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). (i) Pursuant to the Clean Air Act, (1) Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §7401 et seq., (2) Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and(3)Contractor agrees to include these requirements in each subcontract exceeding$150,000. (ii) Pursuant to the Federal Water Pollution Control Act, (1) Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2)Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Contractor agrees to include these requirements in each subcontract exceeding$150,000. (h) Appendix I! to Part 200 (H)=- Debarment and'Suspension: A contract award (see 2 C.F.R. 1180:220)must notbemade parties'listed-on the government wide exclusions in the System for Award Management(SAM), in accordance-with the OMB guidelines at 2 CFR 180 that - implement Executive Orders 12549(3 C.F.R. port 1986 Comp-„.p. 189)and 12689(3 C F.R.:part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded-by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (i) This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.pt.3000.As such Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940)or disqualified (defined at 2 C.F.R. § 180.935). (ii) Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (iii) This certification is a material representation of fact relied upon by City. If it is later determined that Contractor did not comply with 2 C.F.R. pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) Contractor warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Contractor also agrees to verify that all subcontractors performing work under this Contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Contractor further agrees to notify the City in writing immediately if Contractor or its subcontractors are not in compliance during the term of this Contract. (i) Appendix II to Part 200 (I)—Byrd Anti-Lobbying Act If this Contract is in excess of $100,000, Contractor shall have submitted and filed the required certification pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1353). If at any time during the Contract term funding exceeds $100,000.00, Contractor shall file with the City the Federal Standard Form LLL titled "Disclosure Form to Report Lobbying." Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s)to the awarding agency. (j) Appendix II to Part 200(J)— 200.323 Procurement of Recovered Materials: (i) Contractor shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation.and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Contract,' fhe Contractor shall make-maximum •use of products containing recovered,materials that are EPA.designated items unless:the product cannot be acquired: Competitively within a tiareframe-providing for compliance with the contract performance schedule; Meeting contract perforin nce"requirements; or at a reasonable price= (iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.eva.q ov/smm/comprehensive-procurement-guideline-croi-proc]ram. (iv) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act." (k) Appendix II to Part 200(K)—§200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment: (i) Contractor shall not contract(or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Contract. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes,video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (2) Telecommunications or video surveillance services provided by such entities or using such equipment. (3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (ii) See Public Law 115-232, section 889 for additional information. (I) Appendix II to Part 200 (L)—4200.322 Domestic Preferences for Procurement: (i) Contractor shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts (ii) For purposes of this section: (1) "Produced in the United States" means,for iron and steel products, that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe, aggregates Such as concrete; glass, including optical fiber,and.lumber. 2 CONTRACTING •WITH SMALL• AND INORITY FIRMS, WOMEN'S BUSINESS -ENTERPRISE AND LABOR SURPLUS AREA FIRMS(2 C F R.§200.321) (a) Contractor shall be subject to 2-C.F.R. §200.321 and will take affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color,religious creed, sex, or national origin in consideration for an award..- (b) Affirmative steps shall include: (i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (iii) Dividing total requirements,when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration(SBA), and the Minority Business Development Agency(MBDA)of the Department of Commerce. Contractor shall submit evidence of compliance with the foregoing affirmative steps when requested by the City. A ApHM :"1". . : CERTIFICATION:.REGARDING:l LOBBYING • 31"CFR PART.21: The Contractor certifies, by signing and:submitting this forth,to the best of his or her knowledge and belief, that: (I) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or:attempting to influence an officer or employee of any.Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment,or modification of any Federal contract, grant, loan, or cooperative 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 Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. 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 Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor also agrees that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signature: Printed Name: Title: Firm Name: IrXHfI `I'":8" SCHEDULE OF 5gRVICESICOMPENSATION Noe Request for Proposals-dated Octobei 3 2024, and all addenda thereto-, are : - incorporated•by reference as if fullyr stt foit'hberein,- BB&K(2020) Exhibit"B" PROFESSIONAL SERVICES AGREEMENT EXHIBIT B Ai. MN .:.1119 a . .1 -or I or. 11 Rg IIIIH! !PI �.,_µ .. r-. .11111119 1 = ©1 1111111 _ ,5R �_ . 1 r- 1 Ii ! 1,...,. • _1k 11111111 . ! ! 5 Ilili 1:- III 1 - 41 r !!LL!1 i_ l iIdIIII 'i ` 1 ! A IP ; UM 0 0 ‘:a x i I i'! I 1111 E - - i l'''111.. IN i - • a I ile MI P. I I zINmi rt 1 - le- IIIII1 # . 1 ii ir aII11I R 8 y 1 n 118 a a -a, nt f I h « IIIIII� J - :-. - 1 li lifi flu ! d 1111 11 11 1I 4 ;pig, x.11& 1 ! ' . 7 41111 F . fiJi �OFf1C I; `JESSICA . „ . . MATSON, City Clerk of the Oity cif Arro io G-ande, :County of San Luis 'Obispo, State of California,do hereby certify uunder penalty'of perjury,:that°the attached Resolution No. 5406 was passed and adopted at a,regular meetingof the City Council of the City of Arroyo Grande on the 10th day of December, 2024. WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 16th day of December, 2024. a �...�. JESSICA MATSON, CITY CLERK