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TABLE OF CONTENTS

PROCUREMENT SCHEDULE* ............................................................................................ 4

OFFICIAL NOTICE ................................................................................................................. 5

1.0 INTRODUCTION & SCOPE OF SERVICES ............................................................... 6

1.1 General Overview ........................................................................................... 6

1.2 Proposal Due Date, Time, and Location ........................................................ 6

1.3 Late Proposals ................................................................................................ 6

1.4 Withdrawal or Modifications of Proposals ...................................................... 6

1.5 Proposal Acceptance and Rejection .............................................................. 7

1.6 Proposal Evaluation ........................................................................................ 7

1.7 Proposal Award .............................................................................................. 7

1.8 Waiver of Irregularities .................................................................................... 8

1.9 Security Access Policy: .................................................................................. 8

1.10 Validity of Pricing: ........................................................................................... 8

1.11 No Guarantee of Usage: ................................................................................. 8

1.12 Use of Other Governmental Contracts: .......................................................... 8

1.13 Qualification/Inspection: ................................................................................. 8

1.14 Federal Requirements: ................................................................................... 9

1.15 Payment Terms: ............................................................................................. 9

1.16 Performance: .................................................................................................. 9

1.17 Public Records ................................................................................................ 9

1.18 Term of Contract: ............................................................................................ 9

1.19 Amendments: .................................................................................................. 9

1.20 Service and support: ....................................................................................... 9

1.21 Records:.......................................................................................................... 9

2.0 PROPOSAL EVALUATION AND GUIDELINES .............................................. 11

2.1 Evaluation Process ....................................................................................... 11

2.2 Proposal Must State ..................................................................................... 12

2.3 Reserved Right ............................................................................................. 12

2.4 Guidelines for Proposals .............................................................................. 12

2.4.1 Cover Letter .................................................................................................. 13

2.4.2 Organization Chart ........................................................................................ 13

2.4.3 Qualifications and Experience ...................................................................... 13

2.4.4 Understanding and Approach ....................................................................... 13

2.4.5 Experience and References ......................................................................... 13

2.4.6 Fee ................................................................................................................ 14


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2.4.7 Resumes ....................................................................................................... 14

2.4.8 Conflict of Interest Statement & Required Forms ......................................... 14

2.4.9 DBE Forms and Participation & Required Forms ......................................... 15

2.4.10 Minority/Women's Business Enterprises Participation ....................... 15

2.4.11 Professional Services Contract: .......................................................... 15

3.0 BACKGROUND AND SCOPE OF WORK ................................................................. 17

3.1 Background: .................................................................................................. 17

3.2 Objectives: .................................................................................................... 17

3.3 Specifications: ............................................................................................... 17

3.4 Requirements: .............................................................................................. 17

3.5 Scope of Work: ............................................................................................. 18

3.5.1 Office Space, Equipment, and Staff ............................................................. 18

3.5.1.1. Onsite Staff ......................................................................................... 18

3.5.1.2. Office space lease .............................................................................. 18

3.5.2 Services ........................................................................................................ 18

3.5.2.1. Services Supporting the Capital Program Manager ........................... 18

3.5.2.2. Services Supporting the Engineering Services Manager ................... 20

3.5.2.3. Services Supporting the Maintenance and Operations Manager ....... 20

3.5.2.4. Other Services .................................................................................... 20

4.0 ATTACHMENTS ............................................................................................................ 21


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PROCUREMENT SCHEDULE*

On-Call Real Estate Services

ADVERTISEMENT March 13, 2017

CLARIFICATION DUE DATE March 27, 2017

5:00 P.M. PST

CLARIFICATION POSTING April 3, 2017

PROPOSAL DUE DATE April 10, 2017

2:00 P.M. PST

ANTICIPATED INTERVIEW DATES** April 17 - 21, 2017

ANTICIPATED CONTRACT AWARD May 24, 2017 (City Council Meeting)

ANTICIPATED NOTICE TO PROCEED May 28, 2017 (Issuance of Notice to Proceed, subject to contract award by the City Council)

*Please note that this schedule may change at the City’s discretion **Interviews are subject to the City’s discretion


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OFFICIAL NOTICE

REQUEST FOR PROPOSAL FOR ON-CALL REAL ESTATE SERVICES

A copy of the Request for Proposals (RFP) package can be obtained at the Elk Grove City Clerk's Office located at 8401 Laguna Palms Way, Elk Grove California 95758, between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, or via the internet at www.elkgrovecity.org. Proposals shall be accepted via U.S. Mail, Package Delivery Service, courier, package, or hand delivery only. Each Proposal shall be sealed and filed with the Elk Grove City Clerk’s Office, located at 8401 Laguna Palms Way, Elk Grove, CA 95758, no later than 2:00 p.m. on April 10, 2017.


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1.0 INTRODUCTION & SCOPE OF SERVICES1.1 General Overview The City of Elk Grove (City) is requesting proposals from consultants/consultant teams (Consultant) qualified to provide Department of Public Works Real Estate Services in accordance with the included specifications, terms, and conditions shown in this Request for Proposals (RFP). The City will select a firm to provide on-call Real Estate Services. The successful consultant will enter into a consultant agreement with the City of Elk Grove. Prospective respondents are advised to read this information over carefully prior to submitting a proposal. Funding for the Department of Public Works Projects and Programs is from a variety of Local, Regional, State and Federal Programs including the Community Development Block Grant (CDBG) program. Projects or programs with Federal Funding must comply with CDBG, FHWA, and/or Caltrans requirements for federally funded projects per the latest Local Assistance Procedures Manual or CDBG guidelines depending upon the source of funds.

1.2 Proposal Due Date, Time, and Location

One signed original, five (5) copies, and one USB Flash Drive PDF copy of the Proposal must be submitted to the Office of the City Clerk by April 10, 2017 at 2:00 p.m. Include the fee schedule in the electronic submittal. Proposal and Fee Schedule shall be submitted in a sealed envelope/package clearly marked Real Estate Services and addressed to:

OFFICE OF THE CITY CLERK CITY OF ELK GROVE

8401 Laguna Palms Way Elk Grove, CA 95758

Questions regarding this RFP are to be directed by e-mail to: Kevin Bewsey, Sr. Civil Engineer [email protected]. The City must receive all questions no later than March 27, 2017 at 5:00 p.m. Such contact shall be for clarification purposes only, and should include the individual’s name, address, and must reference this RFP in the title of the email. Questions via phone will not be responded to. Material changes, if any, to the scope of services or RFP procedures shall only be transmitted by written addendum and posted to the City web site. Addenda and answers to submitted questions will be available via the City of Elk Grove web site under “Notice” for the RFP announcement. Receipt of addendum shall be acknowledged in your proposal.

Proposals shall not be accepted by fax or electronically.

1.3 Late Proposals Proposals arriving after the specified date and time shall not be considered nor shall late proposals be opened. Each Consultant assumes responsibility for timely submission of its proposal.

1.4 Withdrawal or Modifications of ProposalsAny Proposal may be withdrawn or modified by a written request signed by the Consultant and received by the City Clerk prior to the final time and date for the receipt of Proposals. Once the deadline is past, Consultants are obligated to fulfill the terms of


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their Proposals.

1.5 Proposal Acceptance and RejectionThe City reserves the right to accept any Proposal, to reject any and all Proposals, and to call for new Proposals, or dispense with the RFP process in accordance with the Elk Grove Municipal Code.

1.6 Proposal Evaluation The City will conduct an initial review of the Proposal’s to determine if all of the requested information is included. A Proposal that fails to include one or more items requested in this RFP Section may be considered non-responsive and rejected at the sole discretion of the City.

Proposals deemed responsive will then be evaluated by a panel of staff representatives from the City and potentially other partner agencies. All aspects of the Proposal evaluations, including any related discussions, documentation, correspondence and meeting recordings, will be kept confidential during the evaluation and negotiation process.

Consultants shall be evaluated based on professional excellence and demonstrated competence in providing the requested services. The City of Elk Grove reserves the right to use all information at its disposal in determining the degree to which any prospective consultant meets the aforementioned criteria.

The evaluation and selection process for written Proposals will be based on the criteria and points as presented in Section 2.1.

1.7 Proposal AwardThe City intends to develop a shortlist of Consultants utilizing the highest total scores. Consultant with the highest total score may be selected. If the City is not able to make a selection based on these criteria, the City may conduct interviews with as many of the shortlisted Consultants as the City deems necessary. The estimated date for conducting interviews is during the week of April 17 - 21, 2017. Interviews will be evaluated as shown in in Section 2.1.

The City intends to select one Consultant to provide both state and federally funded work, as well as locally funded work. Consultants shall submit only one proposal encompassing both state and federally funded work as well as the locally funded work.

The Consultant with the highest score will be the top ranked Consultant for the state and federally funded work as well as the locally funded work. Final scope and fees will be negotiated with the top ranked and shortlisted Consultant after the conclusion of the selection process. The City intends to enter into two separate contracts with the selected Consultant, one for the state and federally funded work and one for the locally funded work. If an agreement on the scope of services and compensation cannot be reached, negotiations with that Consultant will be closed, and negotiations with the next-highest ranked Consultant will be opened. The process is repeated until contracts are successfully negotiated. See Section 2.1 for more detail on the selection criteria.

The City reserves the right to extend the schedule and/or introduce additional steps in order to fairly and objectively review and rank the consultant responses. In the event the City does need to modify the process, notice will be given via email.

It is the intent of City staff to recommend award of on-call contracts to the top qualified Consultant. The authority to award a contract as a result of this RFP lies solely with the


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City Council.

Nothing herein shall obligate the City to award a contract to any responding Consultant. Any contract awarded will be non-exclusive, and the City reserves the right to seek services from other sources, in the City’s sole discretion.

1.8 Waiver of Irregularities The City retains the right, in its sole discretion, to waive any irregularities in Proposals that do not comply with the strict requirements of this RFP, and the City reserves the right to award a contract to a Consultant submitting any such non-compliant Proposal, all in the City’s sole discretion.

1.9 Security Access Policy: The work to be completed under this RFP may require access to City facilities and therefore is subject to the City’s Security Access Policy, which is attached to the City’s standard contracts (see Attachment A & B). The prospective Consultant, including its employees, subcontractors, agents and anyone working on their behalf that will access City facilities, must submit to a background check which shall include Live Scan electronic fingerprinting. This background check must be completed before the Consultant will receive a Notice to Proceed. The Elk Grove Police Department shall review the background check and may deny access to any individual in its discretion as it deems necessary for the security of City facilities and personnel. A contract shall not be awarded to any Consultant that is unable to complete the scope of work as a result of denied access under the City’s Security Access Policy.

1.10 Validity of Pricing: Consultants are required to provide a fee structure, including the hourly rate of the staff to be assigned and proposed range of cost for appraisal services and other real estate fees. No cost increases shall be passed on to the City after the Proposal has been submitted. No attempt shall be made to tie any item or items contained in this RFP with any other business with the City; each Proposal must stand on its own.

1.11 No Guarantee of Usage: No guarantee of services is given or implied by the City. Consultant must furnish the City’s needs as they arise.

1.12 Use of Other Governmental Contracts: The City reserves the right to reject any part or all of any Proposals received and utilize other available governmental contracts.

1.13 Qualification/Inspection: Proposals will only be considered from Consultants normally engaged in providing the types of services specified herein. In order to be eligible to submit a Proposal for on-call services, firms must demonstrate in their Proposal that the firm, subcontractor(s), and Project Manager have at least Ten (10) years of relevant experience. In addition firms must demonstrate in their Proposal that the firm, subcontractor(s), and Staff meet the minimum requirements for Appraisal Consultants, Review Appraiser Consultants, and Acquisition Consultants as described in Attachment H: Exhibit 13-C Consultant Selection Criteria and Guide. By responding to this RFP, the Consultant consents to the City’s right to inspect the Consultant’s facilities, personnel, and organization at any time, or to take any other action necessary to determine Consultant’s ability to perform. The City reserves the right to reject Proposals where evidence or evaluation is determined to indicate inability to perform. The City reserves the right to interview any or all responding Consultants and/or to award a contract without conducting interviews.


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1.14 Federal Requirements: Should any portion of these services require the use of Federal Funds, all Federal requirements shall apply and all Consultants must consent to each certification and assurance, which will be incorporated into the contract.

1.15 Payment Terms: The selected Consultant will be compensated on a cost plus fixed fee basis with a not-to-exceed amount in accordance with the terms of the City’s standard consultant Contracts (attached). Final scope and fees will be negotiated with the top ranked Consultant after the conclusion of the selection process. The selected Consultant will be paid on a monthly basis for services rendered.

1.16 Performance: It is the intention of the City to acquire services as specified herein from a Consultant that will give prompt and convenient service.

1.17 Public Records This RFP and any material submitted by a Consultant Team in response to this RFP are subject to public inspection under the California Public Records Act (Government Code § 6250 et seq.), unless exempt by law. Proposals will remain confidential until City Council has authorized award.

1.18 Term of Contract: The term of the contract will be for a specific period of time, commencing upon execution, but generally the Contract shall continue until all services provided for in the Contract have been performed. The City reserves the right to set the term for a period deemed to be in the best interest of the City, and terminate the Contract as set forth therein.

1.19 Amendments: If, in the course of the performance of the Contract, Consultant or the City proposes changes to the services provided, and informal consultation with the other party indicates that a change in the terms and conditions of the Contract may be warranted, Consultant or the City may request a change in the contract. The parties to the contract will meet to discuss and negotiate the required documents. Upon completion of those negotiations, the negotiated documents will be submitted to the City for approval. Upon approval by the City and a signed Contract amendment by all parties, an “Order to Proceed” will be issued. Any amendment to the Contract will not render ineffective or invalidate any unaffected portions of the Contract. Nothing in this section obligates the City to agree to any amendment, and the City may withhold such agreement in its sole discretion.

1.20 Service and support: Consultants shall explain how all on-going service and support shall be handled by the Consultant and the City of Elk Grove.

1.21 Records: The Consultant shall maintain complete and accurate records with respect to labor costs, material expenses, and other such information required by City that relates to the performance of services under the Contract. The Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of the services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the City, which the City may specify and change from time to time. The Consultant shall provide free access to the representatives of City or its designees, at reasonable


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times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to the Contract. Such records, together with supporting documents, shall be maintained for City’s inspection for a period of at least seven (7) years after expiration of the Contract.


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2.0 PROPOSAL EVALUATION AND GUIDELINES2.1 Evaluation ProcessThe City shall appoint an evaluation team to review Proposals. Each member of the team shall be given copies of the Proposals and asked to evaluate the Proposals based on the criteria and points indicated in the table below.

PROPOSAL Evaluation Criteria

Category Description Points

Project Manager and Real Estate Team

Capabilities

Project Manager who has a proven history of successful delivery of Right of Way clearance for public works projects or programs of similar size/complexity, organized, effective communicator, responsive and collaborative, ensures Quality and willing to explore innovative strategies. Real Estate team that is streamlined, experienced in Acquisition, Appraisals, Council Briefings, and Agreements, experienced in delivering quality services.

25

Public Agency/Federal Aid Project Experience

Recent and relevant experience by the PM and Real Estate team with City, state and federal projects and procedures.

10

Understanding & Approach

Comprehensive understanding, identifying critical issues with corresponding solutions and thorough understanding of the delivery process including providing a very detailed approach. Project approach that includes assignment, understanding, and organization of tasks, understanding of interrelationship of critical tasks, and key strategies for success.

25

Recent Experience With Similar Work

Example of projects or programs completed in the last 5 years with the PM and Real Estate team of a similar in scope and complexity to City Projects or Programs.

10

Professional Capacity & Location

Key personnel are available, committed to the project and located in proximity to the City’s Public Works office.

5

Cost Reasonableness of Rates and Fees 10

DBE, WBE, MBE Participation

Participation of DBE, WBE, and MBE firms 5

SUBTOTAL FOR SHORTLIST 90

References Key Personnel have demonstrated adherence to schedule, quality, and budget.

10

SUBTOTAL OF PROPOSAL POINTS 100

Interview Evaluation Criteria (if applicable)

Project Manager & Staff Project understanding, approach, and communication

abilities. 15

Questions and Answers Response to panel’s questions. 15

SUBTOTAL OF INTERVIEW POINTS 30

TOTAL 130


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2.2 Proposal Must StateAll Proposals must set forth full, accurate, and complete information as required in the RFP, including any addenda, forms and attachments.

2.3 Reserved RightThe City reserves the right to withdraw this solicitation at any time in the process prior to contracting. The City will post any withdrawal on the City's web site at www.elkgrovecity.org. If such action is taken by the City, no vendor shall have claim for recompense.

2.4 Guidelines for Proposals The following guidelines are provided for standardizing the preparation and submission of Proposals. The intent is to assist respondents in the preparation of their submissions and to assist the City by simplifying the review process providing standards for comparison of submissions.

Statements submitted in response to this RFP shall include a complete response to the requirements in this section in the order presented. Statements should be a straightforward delineation of the respondent’s capability to satisfy the intent and requirements of this RFP, and should not contain redundancies and conflicting statements. Consultants are responsible for ensuring their proposals address the Proposal evaluation criteria or other requirements found elsewhere in this proposal.

The Proposal should be succinct. The submitted material should focus on technical content that demonstrates experience and understanding in Real Estate services, and the availability and commitment of the firm and its team. Elaborate or glossy Proposals are neither expected nor desired.

Proposals shall be printed double-sided, submitted on 8-1/2” x 11” recycled paper, with easy to read font size and style. Pages shall be numbered, tabbed, and bound (spiral / comb / three ring binder). Tabbed dividers should separate and identify the response items described below.

All references to the maximum number of pages are to a single side, not including tabs or section dividers. A twenty five (25) page maximum is required for items 1 through 6 below. The minimum font size for the body text shall be 10 point although 12 point is preferred. The required page limit does not apply to items 7 through 11 below and the page limit also does not apply to a table of contents, front cover page and back cover page. A maximum of four (4) 11x17 sheets may be utilized for exhibits and large graphics and will count as a single sheet against the required page limit. 11x17 sheets should be utilized only for exhibits requiring additional page size and should be folded to 8.5”x11” size.

One signed original, five (5) copies, and one USB Flash Drive PDF copy of the Proposals must be submitted to the Office of the City Clerk by April 10, 2017 at 2:00 p.m. Include the fee schedule in the electronic submittal. Proposal and Fee Schedule shall be submitted in a sealed envelope/package clearly marked ON-Call Real Estate Services and addressed to:

OFFICE OF THE CITY CLERK CITY OF ELK GROVE

8401 Laguna Palms Way


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Elk Grove, CA 95758

Proposals shall contain the following information in the order listed:

2.4.1 Cover Letter The Cover letter signed by an official authorized to solicit business and enter into contracts for the firm. The transmittal letter should refer to this RFP by title and date and shall include the name, email address and telephone number of a contact person and a statement that the Proposal is a firm offer to enter into a contract with City according to the terms of this RFP and shall remain valid for a period of not less than one hundred twenty (120) days from the date of submittal. The Cover letter shall be no more than 2 pages.

2.4.2 Organization Chart Office location at which work will be performed, a single organization chart for the project team including the Prime and any Sub-Consultants including what staff proposed if any would work out of the City offices.

2.4.3 Qualifications and Experience Qualifications and experience of the Project Manager, and Real Estate Team. Note: The City must approve any change in key personnel after the award of a Contract before the change is made. The Consultant Project Manager and Real Estate Lead must be listed as key personnel.

Qualifications and Experience with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended in 1987 (the Uniform Act) and related State Laws.

Qualifications and Experience which meet or exceed the minimum and advisory requirements for Appraisal Consultants, Review Appraiser Consultants, Acquisition Consultants, Relocation Consultants, Property Management Consultants, and Project Management Consultant as described in Attachment H: Exhibit 13-C Consultant Selection Criteria and Guide.

2.4.4 Understanding and Approach Understanding and Approach to providing these services for Public Works Projects and Programs. Approach should describe corrective actions to bring projects/programs on schedule due to loss Consultant staffing, Agency staff changes, or Other Challenges. Include streamlining appraisals and acquisitions and ensuring consistency between engineering efforts and right of way acquisition. Include communication approach that addresses how communication with the City will occur. Include staffing approach that addresses onsite and offsite staff, include availability and for onsite staff percent at City Offices.

2.4.5 Experience and References Experience must be for work completed in the last 5 years. Experience should demonstrate a proactive project management of the acquisition process. Experience should include the following:

a. Project/Program name;


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b. Project category, one paragraph description of the type of project, purpose of the project and the firm’s scope of work;

c. Size of the project in terms of budget and scope;

d. Duration of project (e.g., 6 months) and year of completion;

e. Client agency and other participating agencies;

f. Consultant’s fee for the project; and

g. Who, of the staff proposed for this Contract, worked on the project and their role.

Note: A minimum of three references are required for the prime consultant. References with incorrect contact information will not count toward the required minimum. References should know the key personnel included in the Project organization chart and be for the experience described above.

2.4.6 Fee Consultant shall provide a cost proposal, hourly rates and other applicable fees. Cost proposals shall conform to Attachment C – Exhibit 10-H: Sample Cost Proposal Exhibit #2. Note: This information does not constitute a bid.

The estimate shall be submitted in a cost plus fixed fee format and should include the following detail:

Billable rates of each member of the Project team.

Breakdown of direct costs, profit, indirect rate, and estimated reimbursable expenses. Mark ups on sub consultants are not allowed.

Anticipated percent time on Contract(s) total number of staff proposed.

Cost proposal should be valid for a period of one hundred twenty (120) days from its submission and shall be used in the Contract. Include a fee cover letter stating this.

Required Forms:

Attachment E: Exhibit F-1: Consultant Certification of Contract Cost and Financial Management System

2.4.7 Resumes Resumes’ for Key Personnel (one page maximum for each Key Personnel), which must include at a minimum the Consultant Project Manager and Real Estate Lead.

2.4.8 Conflict of Interest Statement & Required Forms The Consultant shall disclose any financial, business or other relationship that may have an impact upon the outcome of the contract. The Consultant shall also list all current clients who may have a financial interest in the outcome of this Contract. The Consultant shall also disclose any financial interest or relationship with any construction company. Disclose any activities or relationships of the Consultant that might create a conflict of interest for the Consultant or the City, and, if such activities


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or relationships exist, a description of the facts, legal implications, and possible effects sufficient to permit the City to appreciate the significance of the conflict and to grant any conflict waiver, if appropriate and necessary

Required Forms: Attachment F: Exhibit F-2: Disclosure of Lobbying Activities

2.4.9 DBE Forms and Participation & Required Forms As required by federal law, Caltrans has established a statewide overall Disadvantaged Business Enterprise (DBE) goal. In order to ascertain whether that statewide overall DBE goal is being achieved, Caltrans is tracking DBE participation on all federal-aid contracts administered by cities/counties and other local agencies.

To assist Consultants in ascertaining DBE availability for specific items of work, the City advises that it has determined that DBEs are not reasonably expected to compete for subcontracting opportunities on this Project, and their likely availability for work on this Project is 0% percent for included Project work. Proposers may engage Project participation of DBEs. Attached to the RFP (Attachment D) includes Exhibit 10-I: Notice to Proposers DBE Information, which provides additional information on DBE participation.

Optional Form:

Attachment G: Exhibit F-3: Consultant Proposal DBE Commitment form,

2.4.10 Minority/Women's Business Enterprises Participation The City actively encourages participation of Minority and Women Owned Business Enterprises (MBE/WBE) in all aspects of contracting. This Contract is subject to minority and women's business enterprises requirements set forth in Executive Order 12432, Executive Order 11625, and Executive Order 12138. Proposers shall take all reasonable steps necessary to encourage the participation of minority and female owned businesses in their response to this request for qualifications.

2.4.11 Professional Services Contract: Attached to the RFP (Attachment A & B) are copies of the City of Elk Grove’s standard Professional Services Contracts (Contract). The City’s standard Contracts may be modified, in the City’s sole discretion, to address the specific provisions of this RFP and Consultants should note that any specifications or other requirements specific to this RFP shall be included in the Contracts and Contract’s exhibits following an award of the Contract(s). Please review the Contracts carefully and note in your Proposal any exceptions or alterations to the Contracts. Alterations or changes to the Contracts that are not in the Consultant’s response shall not be considered after the selection of the Consultant. This includes alterations, exceptions, or changes to the insurance and indemnity provisions. By requiring these requests up front, the City can compare all respondents on an equal basis. However, the City reserves the right, in its sole discretion, to accept or reject any and all proposed changes to the City’s standard Contracts. For reference, the insurance amounts that appear in the attached Contracts are summarized below.


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TYPE SINGLE LIMIT / OCCURRENCE

AGGREGATE ENDORSEMENTS***

General Liability (1C)

$1,000,000 $1,000,000 Additional Insured Waiver of Subrogation

Auto Liability (2A) $300,000 Non-Commercial Acceptable

Work Comp (3A) Employer’s Liability

Statutory $1,000,000 each

Waiver of Subrogation

Professional Liability (4A)

$1,000,000 $1,000,000 (1 year tail) (Retro Date)

***Must be actual endorsements. Typed statements on Certificates of Liability are unacceptable.

This is a summary only. Please refer to the insurance section and/or exhibit of this contract for specific requirements.


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3.0 BACKGROUND AND SCOPE OF WORKThis Request for Proposals (RFP) solicits qualified firms to provide an array of Real Estate services to the City’s Department of Public Works.

3.1 Background: The City’s Department of Public Works is responsible for delivering the City’s Capital Improvement Program. The City’s Capital Improvement Program includes projects for public works as well as other City Departments. These projects cover accessibility, civic center, community enhancement, drainage & repair, facilities, landscape, pavement resurfacing, speed control, traffic control, bicycle & pedestrian, and transportation improvements. Public Works also manages and operates the City’s roadway network, storm water drainage, transit services and solid waste services. The City’s Public Works Department has an existing consultant contract to provide real estate services for projects and programs as well as other City needs that may arise. This Contract expires on May 25, 2017.

3.2 Objectives: The on-call contract for federal and state funded services awarded as a result of this RFP shall have a not-to-exceed amount of three million dollars ($3,000,000.00). The on-call contract for local funded services awarded as a result of this RFP shall have a not-to-exceed amount of three million dollars ($3,000,000.00). The City would authorize annual program or project specific task orders to the Consultant to provide these services not already covered by existing contracts. The intent is to have one consultant responsible for Real Estate Services for projects and programs. It is anticipated that the initial term of the Contracts will be for three (3) years. Upon mutual consent of CITY and Consultants, the contracts may be extended for an additional year.

3.3 Specifications: The City would prefer that at least one staff member would work within City furnished office space, however, on site staff is not a requirement. Consultants would be charged $17,000 annually for each City furnished office spaced used by the consultant. The cost of lease includes office space, furniture, telephone, City furnished computer and normal/routine office materials. Consultant’s shall be responsible for responding to any ergonomic and/or disability accommodation needs of its employees, including, but not limited to, assessing needs and purchasing necessary furnishings and equipment. This applies to workspaces at all City facilities.

3.4 Requirements: Consultant shall be required to attend monthly meetings and project meetings as necessary at City offices. Site visits and, field reviews would occur within the City limits.


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3.5 Scope of Work: The primary scope of services for this Contract shall be to provide on-call Real Estate services to the City’s Capital Program Manager on projects and tasks. The City’s Capital Program Manager is the City’s Designated Contract Manager as required by Caltrans. There may be ancillary services required to support the other functions within the Public Works Department or other City Departments. All work to be performed shall be executed via Task Orders.

3.5.1 Office Space, Equipment, and Staff

3.5.1.1. Onsite Staff Scope of Onsite Staff will be added if proposed.

3.5.1.2. Office space lease Consultant shall be charged $17,000 per year for each City furnished workspace. The cost of lease includes office space, furniture, telephone, City furnished computer and normal/routine office materials. Consultant shall be responsible, at its cost, for performing any ergonomic assessments, and supplying any special equipment, including any equipment necessary to reasonably accommodate any of its staff members’ needs and/or disabilities.

3.5.2 Services

3.5.2.1. Services Supporting the Capital Program Manager The City’s Department of Public Works, Capital Program Division is responsible for programming and delivery of the City’s Capital Improvement Program. Ensuring timely delivery of quality projects as budgeted are critical activities in this Division. The Consultant shall provide on-call real estate services. These services shall include a program level Quality Assurance (QA) and Quality Control (QC) plan to ensure consistency with Federal, State, & Local requirements and Procedures. Below is a list of services that may be required under any given project or program task order: Acquisition and Negotiation Services

Prepare estimates of probable Right of Way costs Field Meetings and Inspections with engineers, appraisers and

property owners Review of Right-Of-Way Exhibits and legal and plats Prepare Offer packages

o Offer Letter o Summary Statement

Prepare acquisition agreements and other agreements and submit to City Attorney for review including:

o Purchase Agreements o Grant Deeds o Easements (Temporary or Permanent) o Permission to Enter Agreements o Permission to Enter and Construct Agreements o License Agreements


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o Lease Agreements o Rental Agreements o Memorandum of Understanding Agreements o Right-of-Entry Agreements for City Owned Properties o Possession and Use Agreements o Settlement Agreements o Dedication Agreements

Right-Of-Way Data Sheets Present written offers for required Right-of-Way in person, when

reasonable available Review property owner concerns and discuss with City staff and/or

appraiser as appropriate Provide written status reports, bi-weekly or as directed Maintain written parcel diary covering all meetings and discussions

that are pertinent to the acquisition or disposition of each parcel Attend City Council meetings including Closed Session

o Prepare Closed Session Handouts o Prepare Staff Reports o Public Hearing Notices

Coordinate and assist as necessary to aid condemnation counsel should the City determine that eminent domain proceedings are necessary.

Appraisal Services

Prepare appraisals Independent Appraisal review Appraisal Waiver Valuation Appraisal feedback prior to finalization of appraisal

Title and Escrow

Request Title Reports and Litigation guarantees Review preliminary title reports and litigation guarantees to ascertain

ownership and review underlying documents related to title exceptions and encumbrances affecting the property

Title and escrow coordination o Assist with obtaining partial re-conveyances and partial

releases from lenders o Assist in clearing all liens and encumbrances affecting the

property Project Management

Coordination with Engineering and Environmental staff, attend Project Development Team meetings

Review Right-of-Way exhibits and legal and plat, provide feedback Prepare Reports to support related Environmental studies Request and Review Hazardous Material Reports Complete Right-of-Way Certifications Post Right-Of-Way Acquisition Property Owner Coordination Assist in preparing federal reimbursement requests Assist in Utility Agreements & Franchise Agreements

Property Owner Communications, no Acquisitions


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Property Owner Outreach, Survey, and Meetings Property Owner Coordination Notifications and Negotiations As needed Real Estate support services Respond to Public Inquiries regarding surplus property, property rights,

project impacts Relocation Services

Residential and Business Relocation Assistance and Documentation Management of City Owned Property

Management of City owned Property Coordination with Tenants

Sale of Real Property Surplus or otherwise designated property

Sale of Real Property Review Requests for the Purchase City owned Property Review Requests for placement of an easement on City owned

Property Review Requests for Lease of City owned Property

Other Services

Review Notices of Trustee Sale and/or Notices of Default Acquire Tax Default Property Review and address the validity of Taxes and levies on City owned

Property Support various City fee studies Coordination with Housing Manager and residential property search Quimby Act, Manage Quimby appraisal process and review Quimby

appraisals

3.5.2.2. Services Supporting the Engineering Services Manager The City’s Department of Public Works, Engineering Services Division has broad responsibilities for managing a diverse group of services, mostly engineering related. The Consultant may be required to directly provide Real Estate services as well as coordination with this division.

3.5.2.3. Services Supporting the Maintenance and Operations Manager The City’s Department of Public Works, Maintenance and Operations Division has broad responsibilities for the operations and maintenance of existing public works facilities. The Consultant may be required to directly provide Real Estate services as well as coordination with this division.

3.5.2.4. Other Services The City’s Department of Public Works also manages the Divisions of Transit and the Division of Integrated Waste. The services provided by these divisions are being furnished by existing service providers. However, there may be times when Real Estate services must be provided to these divisions and this type of ancillary support work may be a requirement of the Consultant under this Contract. Additionally other City Departments such as Development Services may need Real Estate services and these types of services may be a requirement of the Consultant under this Contract.


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4.0 ATTACHMENTS Attachment A - Sample City Consultant Agreement for Federal or State Funded Tasks Attachment B - Sample City Consultant Agreement for Locally Funded Tasks Attachment C – Exhibit 10-H: Sample Cost Proposal Attachment D - Exhibit 10-I: Notice to Proposers DBE Information Attachment E – Exhibit F-1: Consultant Certification of Contract Cost and Financial Management System Attachment F – Exhibit F-2: Disclosure of Lobbying Activities Attachment G – Exhibit F-3: Consultant Proposal DBE Commitment Attachment H– Exhibit 13-C Consultant Selection Criteria & Guide

RFP, ATTACHMENT A

CITY OF ELK GROVE

CONSULTANT CONTRACT FOR

State and Federally Funded On Call Real Estate Services

City of Elk Grove CONSULTANT NAME RFP, ATTACHMENT A SERVICES____________________________________________________________________

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CONTRACT FOR SERVICES

THIS CONTRACT is made on _________________, 20__, by and between the City of Elk Grove, a municipal corporation (“City”) and CONSULTANT NAME, a California Corporation, (“Consultant”), collectively referred to as the “Parties.”

WITNESSETH

WHEREAS, the Consultant has presented a proposal to provide professional real estate

services, which services are identified in the Scope of Work attached hereto and incorporated herein as Exhibit A, and by reason of its qualifications, experience, and facilities, is duly authorized to perform the type of services contemplated herein; and,

WHEREAS, the City desires to hire Consultant to perform the Scope of Work pursuant to the

terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, City and Consultant agree to as follows: 1. SCOPE OF SERVICES

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the Scope of Work, attached hereto and incorporated herein by reference, and as set forth in individual task orders issued by the City to Consultant. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any exhibits shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. The terms and conditions of this Contract shall control all Task Orders (“Task Orders”).

B. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT

A. This Contract shall go into effect as of the date fully executed by all Parties to this Contract and Consultant shall commence work after notification to proceed by the City’s Public Works Director or his/her authorized representative. The Contract shall end on MONTH DAY, 2020, unless earlier terminated pursuant to Section 13 of this Contract or unless extended by Contract amendment. The Contract may be extended by mutual agreement of the Parties for up to an additional year.

B. The period of performance for each specific task shall be in accordance with the Task Order. If work on a Task Order is in progress on the expiration date of this Contract, the terms of the Contract may be extended by Contract amendment.


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3. SCHEDULE FOR PERFORMANCE

City and Consultant agree that time is of the essence and Consultant agrees that services shall be undertaken and completed in accordance with the schedule of performance (the “Schedule of Performance”), assigned to each task as identified in executed Task Orders and pursuant to Exhibit B attached hereto and incorporated herein by this reference. Deviations from the time schedule stated in the Schedule of Performance of each Task Order may be made with the written approval of the City’s Public Works Director, or authorized representative his/her authorized representative. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 4 and/or termination of the Contract.

4. COMPENSATION

A. The method of payment for this Contract shall be based on actual cost plus a fixed fee. The City shall reimburse Consultant for actual costs (including labor costs, employee fringe benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee fringe benefits, travel, equipment rental, overhead, and other costs set forth in Exhibit C of the Contract, unless additional reimbursement is provided for by Contract amendment. In no event shall Consultant be reimbursed for overhead costs at a rate that exceeds the City’s approved overhead rate set forth in Exhibit C of the Contract. In the event that the City determines that a change to the work from that specified in Exhibit C and Contract is required, the Contract time or actual costs reimbursable by the City may be adjusted by Contract amendment to accommodate the changed work in the manner set forth in Section 12 (Amendments, Changes or Modifications) of this Contract. The maximum total compensation payable to consultant under this Contract, as specified in subsection “G”, of this Section (Compensation), shall not be exceeded, unless authorized by Contract amendment.

B. In addition to the allowable incurred costs, the City shall pay Consultant a fixed fee based on the schedule included on Exhibit C. The fixed fee is limited to 10%. The fixed fee is nonadjustable for the term of the Contract, except in the event of a significant change in the scope of work and such adjustment is made by Contract amendment.

C. Reimbursement for authorized transportation and subsistence costs shall not exceed the rates specified in Exhibit C of the Contract.

D. Progress payments shall be made monthly in arrears based on Task Order services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, the City shall have the right to delay payment or terminate this Contract in accordance with the provisions of Section 13 (Termination).

E. No payment shall be made prior to approval of any work, nor for any work performed

prior to approval of this Contract.

F. Consultant shall be reimbursed, as promptly as fiscal procedures shall permit upon receipt by the City’s Public Works Director of itemized invoices for each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is


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billing. Invoices shall detail the work performed on each task, expenses per task, milestone, employee rates, and a copy of any subconsultant invoices. Monthly invoicing shall be accompanied by a budget summary, indicating task breakdowns for budget, percent-complete, spent to date, and remaining balance. Invoices shall reference this Contract number and Project or Task Order title. Final invoice must contain the final cost and all credits due the City including any equipment purchased under the provisions of Section 17 (Property of City) of this Contract. The final invoice shall be submitted within 60 calendar days after completion of Consultant’s work.

G. The total maximum amount payable by the City to Consultant under this Contract

including, without limitation, the fixed fee, any optional tasks identified in Exhibit A (Scope of Work), and actual costs, shall not exceed $3,000,000 unless additional reimbursement is provided for by Contract amendment, which amendment shall be in the City’s sole discretion. Notwithstanding the foregoing, and any other provisions of this Contract, all work to be performed under this Contract shall be completed within this not-to-exceed amount.

H. Hourly Rates shall be reimbursable limited to the amount specified in Exhibit C of the

Contract and if approved by the City’s Public Works Director.

I. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable, providing that Consultant provide documentation evidencing the change to City’s satisfaction.

J. All subcontracts in excess of $25,000 shall contain the above provisions included in

Section 4 (Compensation). K. No retainage shall be held by City from progress payments due Consultant, except as

described in Section 4 (Compensation), and Section 8(D)(11) (Subsection of Disadvantaged Business Enterprise) of this Contract. Any retainage held by Consultant from progress payments due its subconsultants shall be promptly paid in full to its subconsultants within 21 days after such subconsultant's work is satisfactorily completed. Federal law (49 C.F.R. 26.29) requires that any delay or postponement of payment over 30 days may take place only for good cause and with the agency's prior written approval. Any violation of this provision shall subject Consultant or its subconsultant to the penalties, sanctions and other remedies specified in Business and Professional Code 7108.5. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to Consultant or its subconsultant in the event of a dispute involving late payment or nonpayment by Consultant, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE subconsultants. Any subcontract entered into by the Consultant as a result of this Contract, regardless of amount, shall contain this provision (Section 4(K)).

L. If Consultant’s performance is not in conformity with the Task Order Scope of Work or Schedule of Performance, payments may be delayed or denied, unless otherwise agreed to by the City in writing.


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M. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 13 (Termination).

N. Consultant shall not be allowed to add a markup on any sub-consultant and vendor invoices for Task Orders reimbursed with Federal or State Funds.

5. TASK ORDERS

The following process has been established for the issuance of Task Orders under this Contract:

A. The City’s Public Works Director or his/her authorized representative shall identify a task and the scope of services to be performed by Consultant under each Task Order. The City’s Public Works Director or his/her authorized representative shall also provide the name of the designated City Coordinator for each Task. The task and the scope of services will be delivered to Consultant for review.

B. Within ten (10) calendar days of receiving the task and the scope of services, Consultant shall prepare a detailed draft task order including the scope of services, task deliverables, period of performance, task schedule for each Task Order as assigned. The task order shall contain an estimate of the number of hours and hourly rates for each staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. Such Task Orders shall be negotiated and agreed upon by the Public Works Director and Consultant.

C. Task Orders shall be executed by Consultant and the City’s Public Works Director. An executed Task Order shall serve as notice to proceed with the scope of services under each Task Order.

D. Changes in the scope of services and or fee schedule for a given Task Order shall be negotiated and executed via Task Order amendment.

6. NOTICES

A. Consultant shall transmit any notices, with copy to City Attorney, required by this Contract, to City as follows:

City of Elk Grove Attn: Department of Public Works 8401 Laguna Palms Way Elk Grove, California 95758

B. City shall transmit payments on invoiced amounts, and any notices required by this

Contract to Consultant as follows:

CONSULTANT CONTACT NAME CONSULTANT NAME


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CONSULTANT ADDRESS CONSULTANT PHONE NUMBER 7. PROFESSIONAL SERVICES

Consultant agrees that services shall be performed and completed in the manner and according to the professional standards observed by a competent practitioner of the profession in which Consultant and its subcontractors or agents are engaged. Consultant shall not, either during or after the term of this Contract, make public any reports or articles, or disclose to any third party any information, confidential or otherwise, relative to the work of City or the operations or procedures of City without the prior written consent of City.

Consultant further agrees that it shall not, during the term of this Contract, take any action that would affect its impartiality or professionalism due to the City whether perceived or actual. 8. FEDERAL/STATE REQUIREMENTS

A. Cost Principles and Administrative Requirements.

1. Allowable costs shall be determined in accordance with 48 C.F.R. §31.000 et seq.

2. Consultant shall comply with federal procedures in accordance with 49 C.F.R., §18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

3. If Consultant receives payment for any unallowable cost under 48 C.F.R. §31.000 et seq., then Consultant shall repay City within 30 days.

4. Consultant shall include Sections 8(A)(1), and 8(A)(2) of this Contract in all subcontracts in excess of $25,000.

B. Rebates, Kickbacks or Other Unlawful Consideration

Consultant warrants that this Contract was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the Contract without liability; to pay only for the value of the work actually performed; or to deduct from the Contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. C. Prohibition Against Expending Local Agency, State, or Federal Funds for Lobbying

1. Pursuant to 31 U.S.C. §1352(b)(1)(A), Consultant certifies to the best of

Consultant's knowledge and belief that: a. No state, federal or local agency appropriated funds have been paid, or shall

be paid by-or-on behalf of Consultant to any person for influencing or attempting to influence an officer or employee of any state or federal


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agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

b. If any funds other than federal appropriated funds have been paid, or shall 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; Consultant shall complete and submit Caltrans Local Assistance Procedures Manual (LAPM) Exhibit 10-Q, "disclosure form to report lobbying," in accordance with its instructions.

2. The certification in Section 8(C)(1), of this Contract, 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 Contract imposed by 31 U.S.C. §1352, title 31.

3. Consultant shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly.

D. Disadvantaged Business Enterprise (DBE)

1. Consultant shall comply with City's disadvantaged business enterprise goals. 2. This Contract is subject to 49 C.F.R. §26 entitled “Participation by Disadvantaged

Business Enterprises in Department of Transportation Financial Assistance Programs”. Consultants who obtain DBE participation on this Contract shall assist Caltrans in meeting its federally mandated statewide overall DBE goal.

3. The goal for DBE participation for this Contract is 0%. Participation by DBE

consultants or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (LAPM Exhibit 10-01), or in the Consultant Contract DBE Information (LAPM Exhibit 10-02) attached hereto and incorporated as part of the Contract. If a DBE subconsultant is unable to perform, Consultant should make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

4. DBEs and other small businesses, as defined in 49 C.F.R. §26 are encouraged to

participate in the performance of contracts financed in whole or in part with federal


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funds. Consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Consultant shall carry out applicable requirements of 49 C.F.R. §26 in the award and administration of US Department of Transportation (DOT)-assisted contracts. Failure of Consultant to carry out these requirements is a material breach of this Contract which may result in the termination of this Contract or such other remedy as City deems appropriate.

5. Any subcontract entered into as a result of this Contract, regardless of amount, shall

contain all of the provisions of Section 8(D) Disadvantaged Business Enterprise. 6. A DBE performs a commercially useful function when it is responsible for

execution of the work a contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Contract is commensurate with the work it is actually performing; and other relevant factors.

7. A DBE does not perform a commercially useful function if its role is limited to that

of an extra participant in a transaction, agreement, or Project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

8. If a DBE does not perform or exercise responsibility for at least 30% of the total

cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Contract than would be expected on the basis of normal industry practice for the type of work involved, it shall be presumed that it is not performing a commercially useful function.

9. A DBE firm may be terminated only with prior written approval from the City’s

Public Works Director and only for the reasons specified in 49 C.F.R. §26.53(f). Prior to requesting City consent for the termination, Consultant must meet the procedural requirements specified in 49 C.F.R. §26.53(f).

10. Consultant shall maintain records of materials purchased and/or supplied from all

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


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11. Upon completion of this Contract, Consultant shall prepare and submit to City the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subcontractors," CEM-2402F attached hereto and incorporated herein as LAPM Exhibit F-5, certified correct by Consultant or its authorized representative, and shall be furnished to City with the final invoice. Failure to provide the summary of DBE payments with the final invoice shall result in 25% of the dollar value of the invoice being withheld from payment until the form is submitted. The amount shall be returned to Consultant when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprise, First-Tier Subcontractors" is submitted to City.

12. If Consultant, or a DBE subcontractor of Consultant, is decertified during the life of

this Contract, Consultant shall notify City in writing with the date of decertification. If Consultant or a subcontractor of Consultant becomes a certified DBE during the life of the Contract, Consultant shall notify City in writing with the date of certification. Consultant shall report any changes to City within 30 days.

E. Non-Discrimination/Non-Preferential Treatment

1. Consultant certifies under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code §12990 and Title 2, California Administrative Code §11102.

2. In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age, marital status, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. Consultant and subconsultants shall also act in accordance with Title VI of the 1964 Civil Rights Act, and with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, §7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code §12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

3. Consultant shall comply with regulations set forth in Title VI

(nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations §21 - Effectuation of Title VI of the 1964 Civil Rights Act). Consultant shall implement and maintain


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a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

4. In performing this Contract Consultant shall act in accordance with Title VI.

Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including employment practices when the Agreement covers a program whose goal is employment.


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F. Prevailing Wages

1. Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code §1771, and all Federal, State, and local laws applicable to wage rates.

2. Any subcontract entered into as a result of this Contract, if for more than $25,000 for

public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section.

3. When prevailing wages apply to the services described in the scope of work,

transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov.

G. Debarment and Suspension Certification

1. Consultant certifies under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 C.F.R., Part §180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Consultant must disclose any exceptions to this certification to City. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. Exceptions shall not necessarily result in denial of recommendation for award, but shall be considered in determining Consultant responsibility.

2. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration.

H. Audit Review Procedures

1. Any dispute concerning a question of fact arising under an interim or post audit of this Contract that is not disposed of by agreement, shall be reviewed by City’s Public Works Director.


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2. No later than 30 days after issuance of the final audit report, Consultant may request a review by City’s Public Works Director of unresolved audit issues. The request for review must be submitted in writing.

3. Neither the pendency of a dispute nor its consideration by City shall excuse

Consultant from full and timely performance, in accordance with the terms of this Contract.

4. Consultant and subconsultant contracts, including cost proposals and ICR, are

subject to audits or reviews including, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, shall be reviewed to verify compliance with 48 C.F.R. §31 et Seq.and other related laws and regulations. In the instances of a CPA ICR audit work paper review Consultant shall ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Contract, cost proposal, and ICR shall be adjusted by Consultant and approved by the City Public Works Director to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Contract by this reference if directed by the City at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, shall be considered a breach of Contract terms and cause for termination of the Contract and disallowance of prior reimbursed costs.

I. Section 3 Requirements

1. The work to be performed under this Contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

2. The parties to this Contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this Contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations.

3. The Consultant agrees to send to each labor organization or representative of

workers with which the Consultant has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Consultant’s commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both


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employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.

4. The Consultant agrees to include this section 3 clause in every subconsultnat contract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subconsulant is in violation of the regulations in 24 CFR part 135. The Consultant shall not subcontract with any subconsultnat where the Consultant has notice or knowledge that the subconsultant has been found in violation of the regulations in 24 CFR part 135.

5. The Consultant shall certify that any vacant employment positions, including training positions, that are filled (1) after the Consultant is selected but before the Contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the Consultants obligations under 24 CFR part 135.

6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this Contract for default, and debarment or suspension from future HUD assisted contracts.

7. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

9. INDEPENDENT CONTRACTOR

A. It is understood and agreed that Consultant (including Consultant's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto.

B. Consultant's assigned personnel shall not be entitled to any benefits payable to employees of City.


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C. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of the Contract, and is not required to issue W-2 Forms for income and employment tax purposes for any of Consultant's assigned personnel.

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

E. Any third party person(s) employed by Consultant shall be entirely and exclusively under the direction, supervision, and control of Consultant.

F. Consultant hereby indemnifies, holds City harmless, and agrees to defend the City from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Contract pursuant to the terms of Section 24 of the Contract.

10. AUTHORITY OF CONSULTANT

Consultant shall possess no authority with respect to any City decision and no right to act on behalf of City in any capacity whatsoever as agent, or to bind City to any obligations whatsoever. 11. CONFLICT OF INTEREST

A. Consultant represents and warrants that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Contract. Consultant shall advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Contract. Consultant shall provide City with a list of current clients who may have a financial interest in the outcome of this Contract, and any ensuing City construction Project, which shall follow. Consultant further agrees to complete any statements of economic interest if required by either City ordinance or State law.

B. Consultant shall not acquire any financial or business interest that conflicts with the performance of services pursuant to this Contract.

C. All subcontracts in excess of $25,000 shall contain the above provisions included in Section 11 (Conflict of Interest).

D. Consultant, nor any firm affiliated with Consultant shall bid on any construction

contract, or on any contract to provide construction inspection for any construction Project resulting from this Contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise.

E. Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this Contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction Project resulting from this Contract.

12. AMENDMENTS, CHANGES OR MODIFICATIONS


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Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the Parties hereto and shall be signed by the persons authorized to bind the Parties. 13. TERMINATION

A. The City reserves the right to terminate this Contract upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice (delivered by certified mail, return receipt requested) of intent to terminate. A reason for termination can include convenience to the City. Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 17 (Property of City).

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Contract by Consultant, and City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due City from Consultant is determined.

D. In the event of termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Contract with Consultant, City shall pay Consultant the sum due to Consultant under this Contract prior to termination, unless the cost of completion to the City exceeds the funds remaining in the Contract. If the cost of completion to City exceeds the funds remaining in the Contract, then the overage shall be deducted from any sum due Consultant under this Contract.

E. The maximum amount for which City shall be liable if this Contract is terminated is the amount of actual services rendered as of the date of termination but in no event shall that amount exceed the full Contract amount.

F. In the event of termination, Consultant shall be compensated in accordance with

Sections 4 (Compensation) and 13 (Termination) of this Contract. G. Consultant does not have exclusive rights to the scope of work in this Contract. The

City, in its sole discretion may solicit other consultants to perform any of the services provided in this Contract.

14. FUNDING

Consultant agrees and understands that renewal of this Agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII B of the California Constitution and that the City Council may determine not to fund this Contract in


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subsequent years.

15. NOTICE TO PROCEED

Prior to commencing work under this Contract, Consultant shall receive a written “Notice to Proceed” from the City’s Public Works Director. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay Consultant for any services prior to issuance of the Notice to Proceed. Notices to proceed for individual Task Orders issued under this Contract shall be issue in accordance with Section 5 (Task Orders) of this Contract.

16. EXTENSIONS OF TIME

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions must be authorized in advance by City, in writing, and at City’s sole discretion. Such extensions, if authorized, shall be incorporated in written amendments to this Contract or the attached Scope of Work in the manner provided in Section 12. 17. PROPERTY OF CITY

A. It is mutually agreed that all materials prepared by Consultant under this Contract shall become the property of City, and Consultant shall have no property right therein whatsoever. Immediately upon termination, City shall be entitled to, and Consultant shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to City which is in Consultant’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this Contract must be approved in writing by City.

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

C. Prior authorization in writing, by the City’s Public Works Director shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or Consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs.

D. For purchase of any item, service or consulting work not covered in Consultant’s Cost Proposal which exceeds $5,000 with the request to City’s Public Works Director, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified.

E. For equipment purchased as a result of this Contract, Consultant shall maintain an inventory of all nonexpendable property. “Nonexpendable property” is defined as having a useful life


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of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Contract, or if the Contract is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures; and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to both Parties. If the equipment is sold, the terms and conditions of such sale must be approved in advance by City.” 49 C.F.R., §18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project.

F. All subcontracts in excess of $25,000 shall contain the above provisions, included in Section 17 (Property of City).

18. COMPLIANCE WITH LAW

Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. 19. REPRESENTATIONS

A. Consultant agrees and represents that it is qualified to properly provide the services set forth herein, in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law.

C. Consultant shall designate a Consultant Services manager who at all times shall represent Consultant before City on all matters relating to this Contract. The Consultant Services manager shall continue in such capacity unless and until he or she is removed at the request of the City’s Public Works Director or his/her authorized representative, is no longer employed by Consultant, or is replaced with the written approval of the Public Works Director or his/her authorized representative, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) calendar days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and Consultant shall be liable for any expenses thereby incurred.

20. APPROVAL OF STAFF MEMBERS

A. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the services required under this Contract. Consultant shall


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notify the City’s Public Works Director or his/her authorized representative of any changes in Consultant’s staff to be assigned to perform the services required under this Contract and shall obtain the approval of the Public Works Director or his/her authorized representative of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance. The list shall include staff member names, corresponding classification or job title, hourly billing rate, location, and qualifications.

B. Consultant shall at all times provide staff that maintains professional demeanor and attire in both public and private settings. Personnel who do not deliver satisfactory professional or customer service shall be removed by the Consultant immediately at the request of the City’s Public Works Director, or his/her authorized representative, and immediately replaced, if necessary, with other qualified personnel in accordance with section 20 provision A.

C. Criminal History Background Checks: The Consultant shall coordinate with the City to ensure that all City-assigned staff shall complete a Criminal History Background check at the expense of the Consultant. The City shall make available to the contractor locations for fingerprinting by the City. Upon receipt of the reports, the City shall review the results and forward to the Consultant a list of all employees and whether they were a pass or fail. Anyone failing the criminal history background shall not be eligible to work under contract to the City.

21. ASSIGNMENT AND SUBCONTRACTING:

A. Except as expressly authorized herein, Consultant's obligations under this Contract are not assignable or transferable, and Consultant shall not subcontract any work other than as indicated in this Contract and without the prior written approval of the Public Works Director or his or her authorized representative. However, claims for money due or which become due to Consultant from City under this Contract may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to City.

B. Nothing contained in this Contract or otherwise, shall create any contractual relationship between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be fully responsible to the City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from the City’s obligation to make payments to the Consultant.

C. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Contract shall be subcontracted without written authorization by the City’s Public Works Director or his/her authorized representative, except that, which is expressly identified in the Task Order.

D. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by the City.


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E. Any subcontract in excess of $25,000 entered into as a result of this Contract shall contain all the provisions stipulated in this Contract to be applicable to subconsultants.

F. Any substitution of subconsultant(s) must be approved in writing by the City’s Public Works Director or his/her authorized representative prior to the start of work by the subconsultant(s).

22. MATERIALS CONFIDENTIAL

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of City. If Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements in accordance with Section 24.

23. LIABILITY OF CONSULTANT—NEGLIGENCE

Consultant shall perform the work under this Contract in a manner which is consistent with the generally-accepted standards of Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors. 24. INDEMNITY AND LITIGATION COSTS

A. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend, and hold harmless City, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this Contract on the part of Consultant, except such loss or damage which was caused by the sole negligence, or willful misconduct of the City as determined by a Court of Competent Jurisdiction. Unless or until such judicial determination is made, or as otherwise agreed to by the parties, Consultant shall remain obligated to defend, indemnify, and hold harmless the City, its officials employees, volunteers, and agents pursuant to this agreement. The provisions of this Section (Section 24 of this Contract) shall survive termination or suspension of this Contract.

B. In any contract that Consultant enters into with any subcontractor in any capacity related to any and all duties under this Contract, there must be an indemnification provision identical to the one provided in Section 24(A) applicable to the subcontractor requiring the subcontractor to assume the defense, indemnify and save harmless the City to the same extent as Consultant. Consultant’s failure to include such an indemnification provision in any contract with a subcontractor


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shall constitute a material breach of this Contract. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, and save harmless the City as prescribed under Section 24(A).

25. EVIDENCE OF INSURANCE COVERAGE

Prior to commencement of any work under this Contract, Consultant shall provide and maintain in effect during the term of this Contract evidence of insurance coverage as set forth in Exhibit D, attached hereto and incorporated herein by reference. These insurance requirements are summarized as follows:



General Liability (1C) $1,000,000 $1,000,000 Additional Insured Waiver of Subrogation








This is a summary only. Please refer to the insurance section and/or exhibit of this Contract for specific requirements. 26. EVIDENCE OF INSURANCE COMPLIANCE

A. Consultant shall certify its compliance with Labor Code Section 3700 in the form attached hereto and incorporated by reference, as Exhibit E.

Consultant or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage to City. City may designate an insurance certificate processor (“Processor”) to accept and process Consultant’s proof of insurance. Consultant shall deliver copies of the actual insurance policies, renewals, or replacements directly to City or Processor upon their request.

27. SECURITY ACCESS

Consultant, its employees, agents, and anyone working on their behalf, shall at all times strictly comply with the City’s Security Access Policy, a copy of which is attached hereto and incorporated herein by reference as Exhibit G. Consultants failure to comply with this Security Access Policy shall


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constitute a material breach of this Contract.

28. EMPLOYMENT PRACTICES

Consultant, by execution of this Contract, certifies that it does not discriminate against any person upon the basis of race, color, creed, national origin, age, sex, disability or marital status in its employment practices. 29. UNAUTHORIZED ALIENS

Consultant hereby promises and agrees to comply with all of the provisions of the federal immigration and nationality act (8 U.S.C.A. § 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Contract, and should the federal government impose sanctions against City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City in connection therewith.

30. LICENSES, PERMITS, AND OTHER APPROVALS

Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals legally required for Consultant to practice its profession and perform the work described herein. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, obtain and/or keep in effect at all times during the term of this Contract any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.

31. RECORDS AND INSPECTION

Consultant shall maintain records, books, documents and other evidence directly pertinent to the performance of work under this Contract in accordance with generally accepted accounting principles and practices. For the purpose of determining compliance with Public Contract Code §10115.2, et seq. and Title 21, California Code of Regulations, Chapter 21, §2500 et seq., when applicable and other matters connected with the performance of the Contract pursuant to Government Code §8546.7; Consultant, subconsultants, and the City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Contract, including but not limited to, the costs of administering the Contract. All parties shall make such materials available at their respective offices at all reasonable times during the Contract period and for three years from the date of final payment under the Contract. The State, State Auditor, the City, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to the Contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 32. MISCELLANEOUS PROVISIONS


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A. Attorneys’ Fees: In the event an action or proceeding is instituted by either party for the breach or enforcement of any provision of this Contract, the prevailing party shall be entitled to reasonable attorneys’ fees and all litigation expenses, including, but not limited to expert’s fees and disbursements.

B. Venue: This Contract shall be deemed to be made in, and the rights and liabilities of the Parties, and the interpretation and construction of the Contract governed by and construed in accordance with the laws of the State of California. Any legal action arising out of this Contract shall be filed in and adjudicated by a court of competent jurisdiction in the County of Sacramento, State of California.

C. Enforceability: If any term or provision of this Contract is found to be void, voidable, invalid or unenforceable by a court of competent jurisdiction under the laws of the State of California, any and all of the remaining terms and provisions of this Contract shall remain binding.

D. Time: All times stated herein or in any other Contract Documents are of the essence.

E. Binding: This Contract shall bind and inure to the heirs, devisees, assignees and successors in interest of Consultant and to the successors in interest of City in the same manner as if such parties had been expressly named herein.

F. Survivorship: Any responsibility of Consultant for warranties, insurance, indemnity, record-keeping or compliance with laws with respect to this Contract shall not be invalidated due to the expiration, termination or cancellation of this Contract.

G. Construction and Interpretation: Consultant and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity to revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract.

H. Waiver: The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter.

I. Severability: The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable.

J. No Third Party beneficiary: It is expressly understood and agreed that the enforcement of these terms and conditions shall be reserved to the City and Consultant. Nothing contained in this Contract shall give or allow any claim or right of action whatsoever by any third party. It is the express intent of the City and the Consultant that any such person or entity, other than the City and Consultant receiving benefits or services under this Contract shall be deemed incidental beneficiaries.

L. Authority to Execute: The person or persons executing this Contract on behalf of the Consultant warrant and represent that they have the authority to execute this Contract on behalf of


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their agency and further warrant and represent that they have the authority to bind Consultant to the performance of its obligations hereunder.

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

N. Force Majeure: Neither party shall be in default by reason of any failure in the performance of this Contract if such failure arises out of causes beyond its reasonable control. Such causes may include, but are not limited to, acts of God, acts of the public enemy, acts of government in either its sovereign or contractual capacity, acts of the party whose performance is not sought to be excused, fires, flood, weather, epidemics, quarantine restrictions, strikes, freight embargoes, failure of transmission or power supply, mechanical difficulties with equipment which could not have been reasonably forecasted or provided for, or other causes beyond its sole control. The party so affected shall resume performance as soon as practicable after the force majeure event terminates. 33. ENTIRE AGREEMENT

This instrument and any attachments hereto constitute the entire Contract between the City and Consultant concerning the subject matter hereof and supersedes any and all prior oral and written communications between the Parties regarding the subject matter hereof.


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AGREED to this ______ day of _________, 20__, by the Parties as follows: Approved as to form: CONSULTANT By: ________________________________ By: ______________________________ Attorney for Consultant CONSULTANT NAME Approved as to form: CITY OF ELK GROVE By: ________________________________ By: ______________________________

Jonathan P. Hobbs, City Attorney Laura S. Gill, City Manager Attest to: By:___________________________________ Jason Lindgren, City Clerk Dated: ________________________________


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EXHIBIT A

Scope of Work

The primary scope of services for this Contract shall be to provide on-call Real Estate services to the City’s Capital Program Manager on projects and tasks. The City’s Capital Program Manager is the City’s Designated Contract Manager as required by Caltrans. There may be ancillary services required to support the other functions within the Public Works Department or other City Departments. All work to be performed shall be executed via Task Orders.

1 Office Space, Equipment, and Staff

1.1 Onsite Staff Unless prior direction and or approval is provided by the City, a minimum of 1 staff person provided by the Consultant working 24 to 40 hours a week shall reside in a City furnished workspace.

1.2 Office space lease Consultant shall be charged $17,000 per year for each City furnished workspace. The cost of lease includes office space, furniture, telephone, City furnished computer and normal/routine office materials. Consultant shall be responsible, at its cost, for performing any ergonomic assessments, and supplying any special equipment, including any equipment necessary to reasonably accommodate any of its staff members’ needs and/or disabilities.

2 Services

2.1 Services Supporting the Capital Program Manager The City’s Department of Public Works, Capital Program Division is responsible for programming and delivery of the City’s Capital Improvement Program. Ensuring timely delivery of quality projects as budgeted and the pursuit of other funding resources are critical activities in this Division.

Below is a list of services that may be required under any given project or program task order: Acquisition and Negotiation Services

Prepare estimates of probable Right of Way costs Field Meetings and Inspections with engineers, appraisers and property owners Review of Right-Of-Way Exhibits and legal and plats Prepare Offer packages


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o Purchase Agreements o Grant Deeds o Easements (Temporary or Permanent) o Permission to Enter Agreements o Permission to Enter and Construct Agreements o License Agreements o Lease Agreements o Rental Agreements o Memorandum of Understanding Agreements o Right-of-Entry Agreements for City Owned Properties o Possession and Use Agreements o Settlement Agreements o Dedication Agreements

Right-Of-Way Data Sheets Present written offers for required Right-of-Way in person, when reasonable

available Review property owner concerns and discuss with City staff and/or appraiser as

appropriate Provide written status reports, bi-weekly or as directed Maintain written parcel diary covering all meetings and discussions that are pertinent

to the acquisition or disposition of each parcel Attend City Council meetings including Closed Session

o Prepare Closed Session Handouts o Prepare Staff Reports o Public Hearing Notices


Appraisal Services


Title and Escrow

Request Title Reports and Litigation guarantees Review preliminary title reports and litigation guarantees to ascertain ownership and

review underlying documents related to title exceptions and encumbrances affecting the property

Title and escrow coordination o Assist with obtaining partial re-conveyances and partial releases from lenders o Assist in clearing all liens and encumbrances affecting the property

Project Management


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Property Owner Outreach, Survey, and Meetings Property Owner Coordination Notifications and Negotiations As needed Real Estate support services Respond to Public Inquiries regarding surplus property, property rights, project

impacts Relocation Services




Sale of Real Property Review Requests for the Purchase City owned Property Review Requests for placement of an easement on City owned Property Review Requests for Lease of City owned Property

Other Services

Review Notices of Trustee Sale and/or Notices of Default Acquire Tax Default Property Review and address the validity of Taxes and levies on City owned Property Support various City fee studies Coordination with Housing Manager and residential property search Quimby Act, Manage Quimby appraisal process and review Quimby appraisals

The Consultant shall provide on-call real estate services. These services shall include a program level Quality Assurance (QA) and Quality Control (QC) plan to ensure consistency with Federal, State, & Local requirements and Procedures.

2.2 Services Supporting the Engineering Services Manager The City’s Department of Public Works, Engineering Services Division has broad responsibilities for managing a diverse group of services, mostly engineering related. The Consultant may be required to directly provide Real Estate services as well as coordination with this division.


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2.3 Services Supporting the Maintenance and Operations Manager The City’s Department of Public Works, Maintenance and Operations Division has broad responsibilities for the operations and maintenance of existing public works facilities. The Consultant may be required to directly provide Real Estate services as well as coordination with this division. 2.4 Other Services The City’s Department of Public Works also manages the Divisions of Transit and the Division of Integrated Waste. The services provided by these divisions are being furnished by existing service providers. However, there may be times when Real Estate services must be provided to these divisions and this type of ancillary support work may be a requirement of the Consultant under this Contract. Additionally other City Departments such as Development Services may need Real Estate services and these types of services may be a requirement of the Consultant under this Contract.


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EXHIBIT B

Schedule of Performance

Schedule of Performance shall be in accordance with each individual Task Order as issued.


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EXHIBIT C

Compensation and Method of Payment

1. Under no circumstances shall the aggregate amount paid under this Contract exceed the amount specified in Section 4 of the Contract and as approved by the City Manager, all compensation paid to Consultant each year shall meet the cost limitation set forth in City of Elk Grove Municipal Code Chapter 3.42.

2. Consultant shall submit monthly invoices to the City for work completed as of the date of the invoice. All correct, complete and undisputed invoices sent by Consultant will be paid by the City.

a. For personnel designated in the approved Staffing Plan, hourly rates for each

employee shall not exceed those shown in Exhibit C-1. i. For FSLA non-exempt employees any time worked beyond 8 hours in a

day or exceeding 40 hours in a week shall be billed at 1.5 their normal billing rate. Consultant shall receive prior written authorization from City before working beyond 8 hours in a day or 40 hours in a week. For FSLA exempt employees any time exceeding 40 hours in a week shall be paid as straight time.

ii. Hourly rates include normal and customary equipment for that position.

(Examples include, but are not limited to: Boots, vests, hardhats, measuring tapes, vehicles, etc. for field positions. Survey equipment for Surveyors. Testing equipment for material testing.)

iii. Mileage reimbursement for vehicle usage that is not considered normal

and customary to the position will be charged at the current Federal guideline rate at the time of billing and shall only be reimbursed if the Consultant receives prior authorization from the Public Works Department or his/her authorized representative.

iv. Travel costs outside of the SACOG region will be reimbursed in

accordance with the City's travel reimbursement policy and shall only be reimbursed if the Consultant receives prior authorization from the Public Works Department or his/her authorized representative.

v. Equipment costs that are not considered normal and customary will be

reimbursed only if the Consultant receives prior authorization from the Public Works Department or his/her authorized representative.

b. Mark-ups are not allowed.


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3. Invoices from Consultant, sub consultants and vendors shall be paid on an actual cost plus a fixed fee basis. Personnel rates shall be at the rate established in the Cost Proposal contained herein.

HOURLYBILLINGRATES

Consultant may request the hourly billing rates to be annually adjusted on July 1 of each year. Increases in Consultant staff billing rates shall not exceed the Employment Cost Index for total compensation for civilian workers in the “Professional and related” occupational group as published by the U.S Department of Labor Bureau of Labor Statistics. This request shall include staff member names and corresponding classification or job title and hourly billing rates. Prior to approval, the Consultant shall also provide labor rates, indirect cost rate & profit for each staff member with updated hourly billing rates. Revised Consultant hourly billing rates shall only be used with the written approval of the City’s Public Works Director or his/her authorized representative. Approved adjustments to hourly billing rates shall be documented through an amended Exhibit C approved and attached to the Contract by the Publics Work Director or his/her authorized representative.


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EXHIBIT D

Insurance Requirements

Prior to commencement of any work under this Contract, Consultant shall provide to the City proof of, and maintain in full force and effect at all times during the term of the Contract, at its sole cost and expense, policies of insurance as set forth herein:

1. General Liability:

a. Comprehensive general liability insurance including, but not limited to, protection for claims of bodily injury and property damage liability, personal and advertising injury liability and product and completed operations liability.

b. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001 (occurrence).

c. Claims-made coverage is not acceptable.

d. The limits of liability shall not be less than:

Each occurrence: One Million Dollars ($1,000,000)

Products & Completed Operations: One Million Dollars ($1,000,000)

Personal & Advertising Injury: One Million Dollars ($1,000,000)

e. If a products and completed operations aggregate limit of liability is used, the minimum products and completed operation aggregate shall be twice the each occurrence limit or the policy shall contain an endorsement stating that the products and completed operations aggregate limit shall apply separately to this contract.

2. Automobile Liability:

a. Automobile liability insurance providing protection against claims of bodily injury and property damage arising out of ownership, operation, maintenance, or use of hired and non-owned automobiles with combined single limits of no less than $300,000.00

b. Non-commercial policies are acceptable.

3. Worker's Compensation

a. Worker's Compensation Insurance, with coverage as required by the State of California (unless the Consultant is a qualified self-insurer with the State of California), and Employers Liability coverage. The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in Exhibit E.


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b. Employer’s Liability Coverage shall not be less than the statutory requirements.

c. If an injury occurs to any employee of the Consultant for which the employee or his dependents, in the event of his death, may be entitled to compensation from the City under the provisions of the Acts, for which compensation is claimed from the City, there will be retained out of the sums due the Consultant under this Contract, an amount sufficient to cover such compensation as fixed by the Acts, until such compensation is paid or it is determined that no compensation is due. If the City is required to pay such compensation, the amount so paid will be deducted and retained from such sums due, or to become due to the Consultant.

d. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, and employees for losses arising from work performed by the Consultant.

4. Errors and Omissions; Malpractice; Professional Liability. Errors and omissions, malpractice, or professional liability insurance with coverage of not less than $1,000,000 per occurrence. Upon termination of this agreement, the same insurance requirements in Section 4 of this Exhibit will apply for a one (1) year period following such termination. A “tail” policy may be purchased as an alternative to satisfy this requirement.

5. Other Insurance Provisions: The general liability coverage shall contain the following provisions and endorsements:

a. The City, its officials, employees, agents and volunteers shall be covered and specifically named as additional insured as respects liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied, or used by the Consultant, or automobiles owned, leased, hired, or borrowed by the Consultant on a separate endorsement acceptable to the Risk Manager.

b. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, and employees for losses arising from work performed by the Consultant.

c. The policy shall contain no special limitations on the scope of coverage afforded to the City, its officials, employees, agents or volunteers.

d. Provision or endorsement stating that for any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers to the extent the City is an additional insured. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss or judgment.


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e. Any failure to comply with reporting or other provisions of the policies on the part of the Consultant, including breaches of warranties, shall not affect Consultant’s requirement to provide coverage to the City, its officers, officials, employees, agents or volunteers.

6. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests' rating of no less than A:VII.

7. Any deductibles, aggregate limits, pending claims or lawsuits that may diminish the aggregate limits, or self-insured retention(s), must be declared to, and approved by, the City.

8. The Consultant shall furnish the City with certificates of insurance and original endorsements or insurance binders, signed by a person authorized by the insurer to bind coverage on its behalf, evidencing the coverage required by this Contract. At anytime at the written request of the City, Consultant agrees to furnish a duplicate original or certified copy of each required policy including the declaration pages, conditions, provisions, endorsements, and exclusions.

9. The City, at its discretion, may increase the amounts and types of insurance coverage required hereunder at any time during the term of the contract by giving 30 days written notice.

10. The Consultant shall serve the City notice, in writing by certified mail, within 2

days of any notices received from any insurance carriers providing insurance coverage under this Agreement that concern the suspension, voidance, cancellation, termination, reduction in coverage or limits, non-renewal, or material changes of coverage proposed or otherwise.

11. If the Consultant fails to procure or maintain insurance as required by this section, and any Supplementary Conditions, or fails to furnish the City with proof of such insurance, the City, at its discretion, may procure any or all such insurance. Premiums for such insurance procured by the City shall be deducted and retained from any sums due the Consultant under the contract.

12. Failure of the City to obtain such insurance shall in no way relieve the Consultant from any of its responsibilities under the contract.

13. The making of progress payments to the Consultant shall not be construed as relieving the Consultant or its Sub-Consultants or agents of responsibility for loss or direct physical loss, damage, or destruction occurring prior to final acceptance by the City.


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14. The failure of the City to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at any time during the term of the contract.

15. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.


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EXHIBIT E

CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700, RELEASE AND INDEMNIFICATION

The undersigned, on behalf of and as the duly certified representative of Contractor, certifies as follows:

1. Consultant is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and Consultant has complied or shall comply with such provisions before commencing the performance of the Work of this Contract. (Cal. Labor Code §§1860, 1861.)

2. Should Contract fail to secure Workers’ Compensation coverage as required by the State of California, Consultant shall release, hold harmless, defend and indemnify the City of Elk Grove from and against any damage, liability, claim, cause of action and any other loss, including without limitation, court costs, reasonable attorney’s fees and costs resulting from any failure to take and/or maintain Workers’ Compensation insurance as required by law. The provisions of this Exhibit shall survive termination, suspension and/or completion of this Contract. It is further understood and agreed that this release and assumption of risk is to be binding on Contract’s successors, heirs and assigns.

CONSULTANT

By: _______________________________ Date: _____________________________ Name: ____________________________

Title: _____________________________


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EXHIBIT F

Required Forms The forms and conditions referenced in this Exhibit F are hereby incorporated into this Contract by reference. Consultant shall review, complete, execute, and submit the following forms as applicable for the execution of this Contract and as requested by City.

1. Forms/Documentation Required for Execution of Contract a. Consultant Certification of Contract Costs and Financial Management System (Exhibit

F-1) b. Disclosure of Lobbying Activities (Exhibit F-2) c. Local Agency Consultant Proposal DBE Commitment (Exhibit F-3) d. Local Agency Consultant Contract DBE Commitment (Exhibit F-4) e. Final Report – Utilization of DBEs (Exhibit F-5)

2. Forms that May Be Requested by City

a. Indirect cost rate calculations and documentation (Exhibit F-6) b. Copies of prior and current CPA indirect cost rate (ICR) audit reports and rate

schedules, if any (Exhibit F-7)

EXHIBIT F-1


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CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM

(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA-OB 13-

07 - Safe Harbor Indirect Cost Rate for Consultant Contracts found at http://www.dot.ca.gov/hq/LocalPrograms/DLA_OB/DLA_OB.htm in lieu of this form.)

Certification of Final Indirect Costs: Consultant Firm Name: _____________________________________________________ Indirect Cost Rate: _______________ * for fiscal period _____________ (mm/dd/yyyy to mm/dd/yyyy) *Fiscal period covered for Indirect Cost Rate developed (not the contract period). Local Government: ____________________________________ Contract Number: _____________________ Project Number: ___________________ I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief:

1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31.

2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31.

All known material transactions or events that have occurred affecting the firm’s ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.

Certification of Financial Management System: I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies is $________________________ and the number of states in which the firm does business is ________.


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Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this Contract are reasonable, allowable and allocable to the Contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:

1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated by the Cost Accounting Standards Board (when applicable).

2. Compliant with the terms of the Contract and is incurred specifically for the Contract. 3. Not prohibited by 23 CFR, Chapter 1, Part 172 – Administration of Engineering and Design

Related Service Contracts to the extent requirements are applicable to Consultant.

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (if applicable) Proposed Contract Amount (or amount not to exceed if on-call contract): $ __________________ Prime Consultants (if applicable) Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ _____________ Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):

_______________________________________ $_____________________ _______________________________________ $_____________________ _______________________________________ $_____________________ _______________________________________ $_____________________ _______________________________________ $_____________________

Consultant Certifying (Print Name and Title):

Name: __________________________________________________________________ Title: ___________________________________________________________________ Consultant Certification Signature **: _________________________________________ Date of Certification (mm/dd/yyyy): _______________________

Consultant Contact Information:

Email: ______________________________________________________________


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Phone number: _______________________________________

**An individual executive or financial officer of the consultant’s organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the Contract. Note: Per 23 U.S.C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31. 23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore, subconsultants as parties of a Contract must complete a certification and send originals to A&I and keep copies in Local Agency Project Files.


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EXHIBITF‐2DisclosureofLobbyingActivities

COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352

1. TypeofFederalAction: 2. StatusofFederalAction: 3. ReportType:

a.contract

a.bid/offer/application

a.initial

b.grant b.initialaward b.materialchangec.cooperativeagreement c.post‐award d.loan ForMaterialChangeOnly:e.loanguarantee year______quarter___________f.loaninsurance dateoflastreport_____________

4. NameandAddressofReportingEntity 5. IfReportingEntityinNo.4isSubawardee, EnterNameandAddressofPrime: Prime Subawardee Tier_________,ifknown CongressionalDistrict,ifknown CongressionalDistrict,ifknown

6. FederalDepartment/Agency: 7. FederalProgramName/Description: CFDANumber,ifapplicable____________________________

8. FederalActionNumber,ifknown: 9. AwardAmount,ifknown:

10. a.NameandAddressofLobbyEntity b. IndividualsPerformingServices(including (Ifindividual,lastname,firstname,MI) addressifdifferentfromNo.10a) (lastname,firstname,MI) (attachContinuationSheet(s)ifnecessary)

11. AmountofPayment(checkallthatapply) 13. TypeofPayment(checkallthatapply)

$__________________ actual planned a.retainer b.one‐timefee12. FormofPayment(checkallthatapply): c.commission

a.cash d.contingentfee b.in‐kind;specify:nature ___________________ edeferred

Value___________________ f.other,specify __________________________________

14. BriefDescriptionofServicesPerformedortobeperformedandDate(s)ofService,including officer(s),employee(s),ormember(s)contacted,forPaymentIndicatedinItem11: (attachContinuationSheet(s)ifnecessary)

15. ContinuationSheet(s)attached: Yes No

16. Information requested through this form is authorized byTitle 31 U.S.C. Section 1352. This disclosure of lobbyingreliancewasplacedbythetierabovewhenhistransactionwas made or entered into. This disclosure is requiredpursuant to 31 U.S.C. 1352. This information will bereportedtoCongresssemiannuallyandwillbeavailableforpublicinspection.Anypersonwhofailstofiletherequireddisclosureshallbesubjecttoacivilpenaltyofnotlessthan$10,000andnotmorethan$100,000foreachsuchfailure.

Signature:_______________________________________________________PrintName:_____________________________________________________Title:_____________________________________________________________TelephoneNo.:___________________________Date:_______________

Authorized for Local ReproductionFederalUseOnly: StandardForm‐LLL


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EXHIBITF‐3CONSULTANTPROPOSALDBECOMMITMENT

1. Local Agency: 2. Contract DBE Goal:

3. Project Description:

4. Project Location:

5. Consultant's Name: 6. Prime Certified DBE: 7. Total Contract Award Amount:

8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants:

10. Description of Work, Service, or Materials Supplied

11. DBE Certification

Number 12. DBE Contact Information

13. DBE Dollar

Amount

Local Agency to Complete this Section

14. TOTAL CLAIMED DBE PARTICIPATION

$ 20. Local Agency Contract Number:

21. Federal-Aid Project Number:

% 22. Contract Execution Date:

Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.

23. Local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date

25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone

27. Local Agency Representative's Title 19. Preparer's Title


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EXHIBITF‐4CONSULTANTCONTRACTDBECOMMITMENT

1. Local Agency: 2. Contract DBE Goal:



5. Consultant's Name: 6. Prime Certified DBE:

7. Description of Work, Service, or Materials Supplied

8. DBE Certification

Number 9. DBE Contact Information 10. DBE %


11. TOTAL CLAIMED DBE PARTICIPATION % 17. Local Agency Contract Number:


19. Proposed Contract Execution Date:







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EXHIBITF‐5FINALREPORT–UTILIZATIONOFDBES


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EXHIBITF‐6Indirect Cost Rate Calculations and Documentation

(Insert if applicable)


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EXHIBIT F-7

Copies of Prior and Current CPA Indirect Cost Rate (ICR) Audit Reports and Rate Schedules, If Any

(Insert if applicable)


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EXHIBIT G: SECURITY ACCESS POLICY Consultant and all their employees or subcontractors who shall undertake work to be performed under this Contract shall be required to complete a security and criminal history check. The Elk Grove Police Department (“EGPD”) will conduct two “Live Scan” fingerprint checks, free of charge, on a Consultant that will access City Facilities. “Live Scan” is a system that completes a criminal history inquiry by checking local, state and national databases. The EGPD will be provided with a list of any arrests and convictions that have been made. From that date forward the EGPD will be notified of any subsequent arrests. Any individual with a felony arrest cannot be granted unescorted access to City Facilities; other arrest history shall be evaluated. Security privileges associated with the access to City Facilities is dependent upon which area(s) of the building Consultant requires access to relative to the type of work or service being completed. An access card will be issued and this card will allow unescorted access. In addition to the completing the Live Scan criminal history check, Consultant shall be required to agree to the following:

a) Consultant agrees to assign a primary employee(s) to complete job tasks at City Facilities whenever possible.

b) Consultant and their employees and/or subcontractors agree to wear the assigned visitor lanyard attached to access card whenever on the premise.

c) Consultant agrees that access card shall not be used as a form of identification or for any purpose other than access into City Facilities.

d) Two Live Scan checks will be completed free of charge. Subsequent employees may be Live Scanned at the expense of Consultant at the rate charged to the EGPD. The current rate is $44.00 but is subject to change.

e) Consultant agrees to monitor Access Key Card(s) issued to them and only allow those employees that have been Live Scanned to have access to the card.

f) Consultant agrees to notify the City within 24 hours of when an employee has severed employment. Consultant shall retrieve the key card from that employee’s possession and return it to the City within 48 hours.

g) Consultant shall follow the directions provided by City staff while on the premises. h) Consultant agrees that employees shall be instructed to access only the areas necessary for the

service provided, and to leave the premise immediately upon completion of duties. i) Consultant agrees access cards are the property of the City of Elk Grove and must immediately

surrendered upon request by a City of Elk Grove Employee. j) Consultant agrees to reassign any employee that becomes involved in any criminal activity and

retrieve the access card should the department be notified of criminal activity. k) Access to City Facilities will occur FILL IN ACCESS DATES AND TIMES except for City

holidays. Consultant shall contact the EGPD Analyst within 10 days of receiving notification of Contract award to set an appointment for Live Scan testing. Test results are typically returned in 3-5 business days.


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Consultant and their employees shall be required to bring photo identification. A photograph for the access card will be taken. Consultant will be contacted when to pick up access cards. Until the process outlined has been completed, Consultant and their employees shall not be allowed to begin work at City Facilities and payment for service may be delayed until Consultant has fully complied with this procedure.

0

RFP, ATTACHMENT B

CITY OF ELK GROVE

MASTER SERVICES CONTRACT FOR

CONSULTANT NAME

Locally Funded On Call Real Estate Services

City of Elk Grove Consultant Name RFP, ATTACHMENT B Re: Title of Contract ___________________________________________________________________________________

1

MASTER SERVICES CONTRACT

THIS CONTRACT is made on _________________, 20__, by and between the City of Elk Grove, a municipal corporation (the “City”) and Consultant Name (the “Consultant”), collectively referred to as the “Parties.”

WITNESSETH

WHEREAS, the Consultant has presented a proposal to provide services, which services are

identified in the Scope of Work attached hereto and incorporated herein by this reference as Exhibit A, and by reason of its qualifications, experience, and facilities, is duly authorized to perform the type of services contemplated herein; and,

WHEREAS, the City desires to hire Consultant to perform the Scope of Work pursuant to the

terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, City and Consultant agree to as follows: 1. SCOPE OF SERVICES

A. Consultant shall do all work described herein, and as further set forth in individual task orders issued by the City to Consultant. The terms and conditions of this Contract shall control all Task Orders (“Task Orders”).

B. The Consultant agrees it has satisfied itself by its own, investigation and research, regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT

This Contract shall be effective as of the date executed by the Parties and approved as to form by the City Attorney and shall terminate May 31, 2020, unless earlier terminated pursuant to Section 11 of this Contract. The City, in its sole discretion, shall have the option to extend the term of the contract for up to one (1) year.

3. SCHEDULE FOR PERFORMANCE

Performance shall be in accordance with the terms of this Contract and each individual Task Order as issued.

4. COMPENSATION


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A. City shall pay Consultant on a time and expense basis as described in the Scope of Work and the Not to Exceed amount set forth in each individual Task Order in accordance with the rate schedule set forth on Exhibit “C”, which is attached hereto and incorporated herein by reference. In no event shall Consultant be entitled to compensation for work not included in each Task Order’s Scope of Work, unless a written change order or authorization describing the extra work and payment terms has been executed by City. In no event shall total compensation paid to Consultant under this Contract, including all Task Orders, exceed XXXX and No Cents ($ ), without City’s prior written approval.

B. If Consultant’s performance is not in conformity with the Scope of Work or Schedule of Performance, payments may be delayed or denied, unless otherwise agreed to by the City in writing.

C. If the work is halted at the request of City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 11, Termination.

D. The markup up on all sub-consultant and vendor invoices for Task Orders is limited to 1.75%. .

5. NOTICES

A. Consultant shall transmit invoices and any notices required by this Contract, to City as follows:

City of Elk Grove Attn: Finance Department 8401 Laguna Palms Way Elk Grove, California 95758

B. City shall transmit payments on invoiced amounts and any notices required by this

Contract to Consultant as follows:

_____________________________ _____________________________ _____________________________ _____________________________ _____________________________

6. PROFESSIONAL SERVICES

Consultant agrees that services shall be performed and completed in compliance with the professional standards observed by a competent practitioner of the profession in which Consultant and


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its subcontractors or agents are engaged. Consultant shall not, either during or after the term of this Contract, make public any reports or articles, or disclose to any third party any information, confidential or otherwise, relative to the work of City or the operations or procedures of City without the prior written consent of City.

Consultant further agrees that it shall not, during the term of this Contract, take any action that would affect its impartiality or professionalism due to the City, whether perceived or actual.

7. INDEPENDENT CONTRACTOR

A. It is understood and agreed that Consultant (including Consultant's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto.

B. Consultant's assigned personnel shall not be entitled to any benefits payable to employees of City.

C. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of the Contract, and is not required to issue W-2 Forms for income and employment tax purposes for any of Consultant's assigned personnel.

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

E. Any third party person(s) employed by Consultant shall be entirely and exclusively under the direction, supervision, and control of Consultant.

F. Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Contract.

8. AUTHORITY OF CONSULTANT

Consultant shall possess no authority with respect to any City decision and no right to act on behalf of City in any capacity whatsoever as agent, or to bind City to any obligations whatsoever. 9. CONFLICT OF INTEREST

Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Contract. Consultant agrees to advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Contract. Consultant further agrees to complete any statements of economic interest if required by either City ordinance or State law. 10. AMENDMENTS, CHANGES OR MODIFICATIONS


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Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the Parties hereto and shall be signed by the persons authorized to bind the Parties.

11. TERMINATION

A. This Contract may be terminated by City, provided that City gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 15, Property of City.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract. A temporary suspension may be issued concurrent with the notice of termination provided for in subsection A of this section.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to City for damages sustained by virtue of any breach of this Contract by Consultant, and City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due City from Consultant is determined.

D. In the event of termination, Consultant shall be compensated as provided for in this Contract, except as provided in Section 11C.

E. Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 15, Property of City.

12. FUNDING

Consultant agrees and understands that renewal of this Agreement in subsequent years is contingent upon action by the City Council, consistent with the appropriation limits of Article XIII B of the California Constitution, and that the City Council may determine not to fund this Agreement in subsequent years.

13. NOTICE TO PROCEED

Prior to commencing work under this Agreement, Consultant shall receive a written “Notice to Proceed” from City. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay Consultant for any services prior to issuance of the Notice to Proceed.

14. EXTENSIONS OF TIME


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Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by City, in writing, and at City’s sole discretion. Such extensions, if authorized, shall be incorporated in written amendments to this Contract or the attached Scope of Work in the manner provided in Section 10. 15. PROPERTY OF CITY

A. It is mutually agreed that all materials prepared by Consultant under this Contract shall become the property of City, and Consultant shall have no property right therein whatsoever. Immediately upon termination, City shall be entitled to, and Consultant shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by Consultant in performing this Contract that is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to City which is in Consultant’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this Contract must be approved in writing by City.

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

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

16. COMPLIANCE WITH LAW

Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. As applicable, it shall be City’s responsibility to obtain all rights-of-way and easements to enable Consultant to perform its services hereunder; Consultant shall assist City in providing the same. 17. REPRESENTATIONS

A. Consultant agrees and represents that it is qualified to properly provide the services set forth herein, in a manner that is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law.


6

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of City, is no longer employed by Consultant, or is replaced with the written approval of City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) calendar days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and Consultant shall be liable for any expenses thereby incurred.

18. APPROVAL OF STAFF MEMBERS

A. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the services required under this Contract. Consultant shall notify City of any changes in Consultant’s staff assigned to perform the services required under this Contract and shall obtain the approval from the City Manager of a list of all proposed staff members who are assigned to perform services under this Contract prior to any such performance.

19. ASSIGNMENT AND SUBCONTRACTING:

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

B. Consultant shall be as fully responsible to City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by Consultant.

20. MATERIALS CONFIDENTIAL

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of City, unless by court order. If City or Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

21. LIABILITY OF CONSULTANT—NEGLIGENCE


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Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors. 22. INDEMNITY AND LITIGATION COSTS

To the fullest extent permitted by law, Consultant shall indemnify, protect, defend, and hold harmless City, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss, or other loss or damage arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this Contract on the part of Consultant, except such loss or damage which was caused by the sole negligence, or willful misconduct of the City as determined by a Court of Competent Jurisdiction. Unless or until such judicial determination is made, or as otherwise agreed to by the parties, Consultant shall remain obligated to defend, indemnify, and hold harmless the City, its officials employees, volunteers, and agents pursuant to this agreement. The provisions of this section shall survive termination or suspension of this Contract. In any contract that Consultant enters into with any subcontractor in any capacity related to any and all duties under this Contract, there must be an indemnification provision identical to the one provided in this Section applicable to the subcontractor requiring the subcontractor to assume the defense, indemnify and save harmless the City to the same extent as Consultant. Consultant’s failure to include such an indemnification provision in any contract with a subcontractor shall constitute a material breach of this Contract. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, and save harmless the City as prescribed under this Section. 23. EVIDENCE OF INSURANCE COVERAGE

Prior to commencement of any work under this Contract, Consultant shall provide and maintain in effect during the term of this Contract evidence of insurance coverage as set forth in Exhibit D, attached hereto and incorporated herein by reference. These insurance requirements are summarized as follows:



General Liability (1C) $1,000,000 $1,000,000 Additional Insured Waiver of Subrogation


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This is a summary only. Please refer to the insurance section and/or exhibit of this Contract for specific requirements.

Furthermore, Consultant shall certify its compliance with Labor Code Section 3700 in the form

attached hereto and incorporated by reference, as Exhibit E.

24. EVIDENCE OF INSURANCE COMPLIANCE

Consultant or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage to City. City may designate an insurance certificate processor (“Processor”) to accept and process Consultant’s proof of insurance. Consultant shall deliver copies of the actual insurance policies, renewals, or replacements directly to City or Processor upon their request. 27. SECURITY ACCESS

Consultant, its employees, agents, and anyone working on their behalf, shall at all times strictly comply with the City’s Security Access Policy, a copy of which is attached hereto and incorporated herein by reference as Exhibit F. Consultants failure to comply with this Security Access Policy shall constitute a material breach of this Contract. 25. EMPLOYMENT PRACTICES

Consultant, by execution of this Contract, certifies that it does not discriminate against any person upon the basis of race, color, creed, national origin, age, sex, disability or marital status in its employment practices. 26. UNAUTHORIZED ALIENS

Consultant hereby promises and agrees to comply with all of the provisions of the federal immigration and nationality act (8 U.S.C.A. § 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Contract, and should the federal


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government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the City in connection therewith.

27. LICENSES, PERMITS, AND OTHER APPROVALS

Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatsoever nature legally required for Consultant to practice its profession and perform the work described herein. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, obtain and/or keep in effect at all times during the term of this Contract any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.

28. RECORDS AND INSPECTION

Consultant shall maintain records, books, documents and other evidence directly pertinent to the performance of work under this Contract in accordance with generally accepted accounting principles and practices. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities. 29. MISCELLANEOUS PROVISIONS

A. Attorneys’ Fees: In the event an action or proceeding is instituted by either party for the breach or enforcement of any provision of this Contract, the prevailing party shall be entitled to reasonable attorneys’ fees and all litigation expenses, including, but not limited to expert’s fees and disbursements.

B. Venue: This Contract shall be deemed to be made in, and the rights and liabilities of the Parties, and the interpretation and construction of the Contract governed by and construed in accordance with the laws of the State of California. Any legal action arising out of this Contract shall be filed in and adjudicated by a court of competent jurisdiction in the County of Sacramento, State of California.

C. Enforceability: If any term or provision of this Contract is found to be void, voidable, invalid or unenforceable by a court of competent jurisdiction under the laws of the State of California, any and all of the remaining terms and provisions of this Contract shall remain binding.

D. Time: All times stated herein or in any other Contract Documents are of the essence.

E. Binding: This Contract shall bind and inure to the heirs, devisees, assignees and successors in interest of Consultant and to the successors in interest of City in the same manner as if such parties had been expressly named herein.


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F. Survivorship: Any responsibility of Consultant for warranties, insurance, indemnity, record-keeping or compliance with laws with respect to this Contract shall not be invalidated due to the expiration, termination or cancellation of this Contract.

G. Construction and Interpretation: Consultant and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity to revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract.

H. Waiver: The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter.

I. Severability: The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable.

J. No Third Party Beneficiary: It is expressly understood and agreed that the enforcement of these terms and conditions shall be reserved to the City and Consultant. Nothing contained in the agreement shall give or allow any claim or right of action whatsoever by any third party. It is the express intent of the City and the Consultant that any such person or entity, other than the City or Consultant, receiving benefits or services under this agreement shall be deemed as incidental beneficiary.

K. Non-Discrimination/Non-Preferential Treatment Statement: In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination.

L. Authority to Execute: The person or persons executing this Contract on behalf of the Consultant warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Consultant to the performance of its obligations hereunder.

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

N. Force Majeure: Neither party shall be in default by reason of any failure in the performance of this Contract if such failure arises out of causes beyond its reasonable control. Such causes may include, but are not limited to, acts of God, acts of the public enemy, acts of government in either its sovereign or contractual capacity, acts of the party whose performance is not sought to be


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excused, fires, flood, weather, epidemics, quarantine restrictions, strikes, freight embargoes, failure of transmission or power supply, mechanical difficulties with equipment which could not have been reasonably forecasted or provided for, or other causes beyond its sole control. The party so affected will resume performance as soon as practicable after the force majeure event terminates.

30. ENTIRE AGREEMENT

This instrument and any attachments hereto constitute the entire Contract between City and Consultant concerning the subject matter hereof and supersedes any and all prior oral and written communications between the Parties regarding the subject matter hereof. AGREED to this ______ day of _________, 20___, by the Parties as follows: Approved to as form: CONSULTANT By: ________________________________ By: ______________________________ Attorney for Consultant Consultant Name, Title Approved to as form: CITY OF ELK GROVE By: ________________________________ By: ______________________________

Jonathan P. Hobbs, City Attorney Laura S. Gill, City Manager Attest to: ___________________________________ Jason Lindgren, City Clerk Date


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EXHIBIT A

Scope of Work

Services provided by Consultant shall be on an On-Call basis as requested by the City in writing over the term of the Contract period. Consultant shall perform a task in any one, or a combination of, services within the Consultant area of expertise as listed below and as requested by City in a written Task Order signed by the Public Works Director. The City has no obligation to request any services under this Contract. Request for services shall be made by City on a project-by-project basis under a Task Order approved by the City specifying a detailed scope of work, schedule, budget and performance measurements. All Task Orders shall be prepared based on the approved schedule of fees of this Contract and in accordance with each Task order. On an as needed basis, Consultant shall provide the following on-call services: The primary scope of services for this Contract shall be to provide on-call Real Estate services to the City’s Capital Program Manager on projects and tasks. The City’s Capital Program Manager is the City’s Designated Contract Manager. There may be ancillary services required to support the other functions within the Public Works Department or other City Departments. All work to be performed shall be executed via Task Orders.

Office Space, Equipment, and Staff

1.1 Onsite Staff Unless prior direction and or approval is provided by the City, a minimum of 1 staff person provided by the Consultant working 24 to 40 hours a week shall reside in a City furnished workspace.

1.2 Office space lease Consultant shall be charged $17,000 per year for each City furnished workspace. The cost of lease includes office space, furniture, telephone, City furnished computer and normal/routine office materials. Consultant shall be responsible, at its cost, for performing any ergonomic assessments, and supplying any special equipment, including any equipment necessary to reasonably accommodate any of its staff members’ needs and/or disabilities.


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2 Services

2.1 Services Supporting the Capital Program Manager The City’s Department of Public Works, Capital Program Division is responsible for programming and delivery of the City’s Capital Improvement Program. Ensuring timely delivery of quality projects as budgeted and the pursuit of other funding resources are critical activities in this Division.

Below is a list of services that may be required under any given project or program task order: Acquisition and Negotiation Services

Prepare estimates of probable Right of Way costs Field Meetings and Inspections with engineers, appraisers and property owners Review of Right-Of-Way Exhibits and legal and plats Prepare Offer packages



o Purchase Agreements o Grant Deeds o Easements (Temporary or Permanent) o Permission to Enter Agreements o Permission to Enter and Construct Agreements o License Agreements o Lease Agreements o Rental Agreements o Memorandum of Understanding Agreements o Right-of-Entry Agreements for City Owned Properties o Possession and Use Agreements o Settlement Agreements o Dedication Agreements

Right-Of-Way Data Sheets Present written offers for required Right-of-Way in person, when reasonable available Review property owner concerns and discuss with City staff and/or appraiser as

appropriate Provide written status reports, bi-weekly or as directed Maintain written parcel diary covering all meetings and discussions that are pertinent

to the acquisition or disposition of each parcel Attend City Council meetings including Closed Session

o Prepare Closed Session Handouts


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o Prepare Staff Reports o Public Hearing Notices


Appraisal Services


Title and Escrow

Request Title Reports and Litigation guarantees Review preliminary title reports and litigation guarantees to ascertain ownership and

review underlying documents related to title exceptions and encumbrances affecting the property

Title and escrow coordination o Assist with obtaining partial re-conveyances and partial releases from lenders o Assist in clearing all liens and encumbrances affecting the property

Project Management




Property Owner Outreach, Survey, and Meetings Property Owner Coordination Notifications and Negotiations As needed Real Estate support services Respond to Public Inquiries regarding surplus property, property rights, project

impacts Relocation Services



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Sale of Real Property Review Requests for the Purchase City owned Property Review Requests for placement of an easement on City owned Property Review Requests for Lease of City owned Property

Other Services

Review Notices of Trustee Sale and/or Notices of Default Acquire Tax Default Property Review and address the validity of Taxes and levies on City owned Property Support various City fee studies Coordination with Housing Manager and residential property search Quimby Act, Manage Quimby appraisal process and review Quimby appraisals

The Consultant shall provide on-call real estate services. These services shall include a program level Quality Assurance (QA) and Quality Control (QC) plan to ensure consistency with Federal, State, & Local requirements and Procedures.

2.2 Services Supporting the Engineering Services Manager The City’s Department of Public Works, Engineering Services Division has broad responsibilities for managing a diverse group of services, mostly engineering related. The Consultant may be required to directly provide Real Estate services as well as coordination with this division. 2.3 Services Supporting the Maintenance and Operations Manager The City’s Department of Public Works, Maintenance and Operations Division has broad responsibilities for the operations and maintenance of existing public works facilities. The Consultant may be required to directly provide Real Estate services as well as coordination with this division. 2.4 Other Services The City’s Department of Public Works also manages the Divisions of Transit and the Division of Integrated Waste. The services provided by these divisions are being furnished by existing service providers. However, there may be times when Real Estate services must be provided to these divisions and this type of ancillary support work may be a requirement of the Consultant under this Contract. Additionally other City Departments such as Development Services may need Real Estate services and these types of services may be a requirement of the Consultant under this Contract.


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EXHIBIT B

Schedule of Performance

Performance shall be in accordance with each individual Task Order as issued.


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EXHIBIT C

Compensation and Method of Payment

Under no circumstances will the aggregate amount paid under this Contract exceed the amount specified in Section 4A above and if the Contract is approved by the City Manager, all compensation paid to Consultant each year shall meet the cost limitation set forth in City of Elk Grove Municipal Code Chapter 3.42.

HOURLYBILLINGRATES

Consultant may request the hourly billing rates to be annually adjusted on July 1 of each year. Increases in Consultant staff billing rates shall not exceed the Employment Cost Index for total compensation for civilian workers in the “Professional and related” occupational group as published by the U.S Department of Labor Bureau of Labor Statistics. This request shall include staff member names and corresponding classification or job title and hourly billing rates. Prior to approval, the Consultant shall also provide labor rates, indirect cost rate & profit for each staff member with updated hourly billing rates. Revised Consultant hourly billing rates shall only be used with the written approval of the City’s Public Works Director or his/her authorized representative. Approved adjustments to hourly billing rates shall be documented through an amended Exhibit C approved and attached to the Contract by the Publics Work Director or his/her authorized representative.


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EXHIBIT D

Insurance Requirements

Prior to commencement of any work under this Contract, Consultant shall provide to the City proof of, and maintain in full force and effect at all times during the term of the Contract, at its sole cost and expense, policies of insurance as set forth herein:

1. General Liability:

a. Comprehensive general liability insurance including, but not limited to, protection for claims of bodily injury and property damage liability, personal and advertising injury liability and product and completed operations liability.

b. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001 (occurrence).

c. Claims-made coverage is not acceptable.

d. The limits of liability shall not be less than:

Each occurrence: One Million Dollars ($1,000,000)

Products & Completed Operations: One Million Dollars ($1,000,000)

Personal & Advertising Injury: One Million Dollars ($1,000,000)

e. If a products and completed operations aggregate limit of liability is used, the minimum products and completed operation aggregate shall be twice the each occurrence limit or the policy shall contain an endorsement stating that the products and completed operations aggregate limit shall apply separately to this contract.

2. Automobile Liability:

a. Automobile liability insurance providing protection against claims of bodily injury and property damage arising out of ownership, operation, maintenance, or use of hired and non-owned automobiles with combined single limits of no less than $300,000.00

b. Non-commercial policies are acceptable.

3. Worker's Compensation

a. Worker's Compensation Insurance, with coverage as required by the State of California (unless the Consultant is a qualified self-insurer with the State of California), and Employers Liability coverage. The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in Exhibit E.

b. Employer’s Liability Coverage shall not be less than the statutory requirements.


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c. If an injury occurs to any employee of the Consultant for which the employee or his dependents, in the event of his death, may be entitled to compensation from the City under the provisions of the Acts, for which compensation is claimed from the City, there will be retained out of the sums due the Consultant under this Contract, an amount sufficient to cover such compensation as fixed by the Acts, until such compensation is paid or it is determined that no compensation is due. If the City is required to pay such compensation, the amount so paid will be deducted and retained from such sums due, or to become due to the Consultant.

d. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, and employees for losses arising from work performed by the Consultant.

4. Errors and Omissions; Malpractice; Professional Liability. Errors and omissions, malpractice, or professional liability insurance with coverage of not less than $1,000,000 per occurrence. Upon termination of this agreement, the same insurance requirements in Section 4 of this Exhibit will apply for a one (1) year period following such termination. A “tail” policy may be purchased as an alternative to satisfy this requirement.

5. Other Insurance Provisions: The general liability coverage shall contain the following provisions and endorsements:

a. The City, its officials, employees, agents and volunteers shall be covered and specifically named as additional insured as respects liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied, or used by the Consultant, or automobiles owned, leased, hired, or borrowed by the Consultant on a separate endorsement acceptable to the Risk Manager.

b. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, and employees for losses arising from work performed by the Consultant.

c. The policy shall contain no special limitations on the scope of coverage afforded to the City, its officials, employees, agents or volunteers.

d. Provision or endorsement stating that for any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers to the extent the City is an additional insured. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss or judgment.

e. Any failure to comply with reporting or other provisions of the policies on the part of the Consultant, including breaches of warranties, shall not affect Consultant’s requirement to provide coverage to the City, its officers, officials, employees, agents or volunteers.


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6. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests' rating of no less than A:VII.

7. Any deductibles, aggregate limits, pending claims or lawsuits that may diminish the aggregate limits, or self-insured retention(s), must be declared to, and approved by, the City.

8. The Consultant shall furnish the City with certificates of insurance and original endorsements or insurance binders, signed by a person authorized by the insurer to bind coverage on its behalf, evidencing the coverage required by this Contract. At anytime at the written request of the City, Consultant agrees to furnish a duplicate original or certified copy of each required policy including the declaration pages, conditions, provisions, endorsements, and exclusions.

9. The City, at its discretion, may increase the amounts and types of insurance coverage required hereunder at any time during the term of the contract by giving 30 days written notice.

10. The Consultant shall serve the City notice, in writing by certified mail, within 2 days of

any notices received from any insurance carriers providing insurance coverage under this Agreement that concern the suspension, voidance, cancellation, termination, reduction in coverage or limits, non-renewal, or material changes of coverage proposed or otherwise.

11. If the Consultant fails to procure or maintain insurance as required by this section, and any Supplementary Conditions, or fails to furnish the City with proof of such insurance, the City, at its discretion, may procure any or all such insurance. Premiums for such insurance procured by the City shall be deducted and retained from any sums due the Consultant under the contract.

12. Failure of the City to obtain such insurance shall in no way relieve the Consultant from any of its responsibilities under the contract.

13. The making of progress payments to the Consultant shall not be construed as relieving the Consultant or its Sub-Consultants or agents of responsibility for loss or direct physical loss, damage, or destruction occurring prior to final acceptance by the City.

14. The failure of the City to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at any time during the term of the contract.


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15. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.


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EXHIBIT E

Certificate of Compliance With Labor Code § 3700, Release and Indemnification

The undersigned, on behalf of and as the duly certified representative of Consultant, certifies as follows:

1. Consultant is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and Consultant has complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal. Labor Code §§1860, 1861.)

2. Should Consultant fail to secure Workers’ Compensation coverage as required by the State of California, Consultant shall release, hold harmless, defend and indemnify the City of Elk Grove from and against any damage, liability, claim, cause of action and any other loss, including without limitation, court costs, reasonable attorney’s fees and costs resulting from any failure to take and/or maintain Workers’ Compensation insurance as required by law. The provisions of this Exhibit shall survive termination, suspension and/or completion of this Contract. It is further understood and agreed that this release and assumption of risk is to be binding on Consultant’s successors, heirs and assigns.

CONSULTANT

By: _______________________________ Date: _____________________________ Name: ____________________________ Title: _____________________________


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EXHIBIT F: SECURITY ACCESS POLICY Consultant and all their employees or subcontractors who shall undertake work to be performed under this Contract shall be required to complete a security and criminal history check. The Elk Grove Police Department (“EGPD”) will conduct two “Live Scan” fingerprint checks, free of charge, on a Consultant that will access City Facilities. “Live Scan” is a system that completes a criminal history inquiry by checking local, state and national databases. The EGPD will be provided with a list of any arrests and convictions that have been made. From that date forward the EGPD will be notified of any subsequent arrests. Any individual with a felony arrest cannot be granted unescorted access to City Facilities; other arrest history shall be evaluated. Security privileges associated with the access to City Facilities is dependent upon which area(s) of the building Consultant requires access to relative to the type of work or service being completed. An access card will be issued and this card will allow unescorted access. In addition to the completing the Live Scan criminal history check, Consultant shall be required to agree to the following:

a) Consultant agrees to assign a primary employee(s) to complete job tasks at City Facilities whenever possible.

b) Consultant and their employees and/or subcontractors agree to wear the assigned visitor lanyard attached to access card whenever on the premise.

c) Consultant agrees that access card shall not be used as a form of identification or for any purpose other than access into City Facilities.

d) Two Live Scan checks will be completed free of charge. Subsequent employees may be Live Scanned at the expense of Consultant at the rate charged to the EGPD. The current rate is $44.00 but is subject to change.

e) Consultant agrees to monitor Access Key Card(s) issued to them and only allow those employees that have been Live Scanned to have access to the card.

f) Consultant agrees to notify the City within 24 hours of when an employee has severed employment. Consultant shall retrieve the key card from that employee’s possession and return it to the City within 48 hours.

g) Consultant shall follow the directions provided by City staff while on the premises. h) Consultant agrees that employees shall be instructed to access only the areas necessary for the

service provided, and to leave the premise immediately upon completion of duties. i) Consultant agrees access cards are the property of the City of Elk Grove and must immediately

surrendered upon request by a City of Elk Grove Employee. j) Consultant agrees to reassign any employee that becomes involved in any criminal activity and

retrieve the access card should the department be notified of criminal activity. k) Access to City Facilities will occur FILL IN ACCESS DATES AND TIMES except for City

holidays.


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Consultant shall contact the EGPD Analyst within 10 days of receiving notification of Contract award to set an appointment for Live Scan testing. Test results are typically returned in 3-5 business days. Consultant and their employees shall be required to bring photo identification. A photograph for the access card will be taken. Consultant will be contacted when to pick up access cards. Until the process outlined has been completed, Consultant and their employees shall not be allowed to begin work at City Facilities and payment for service may be delayed until Consultant has fully complied with this procedure.

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RFP, ATTACHMENT C

RFP, ATTACHMENT D

RFP, ATTACHMENT D

EXHIBITF‐1CONSULTANTCERTIFICATIONOFCONTRACTCOSTSANDFINANCIALMANAGEMENTSYSTEM

10-K

(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA-OB 13-07 - Safe Harbor Indirect Cost Rate for Consultant Contracts found at

http://www.dot.ca.gov/hq/LocalPrograms/DLA_OB/DLA_OB.htm in lieu of this form.)

Certification of Final Indirect Costs:

Consultant Firm Name: _____________________________________________________

Indirect Cost Rate: _______________ * for fiscal period _____________ (mm/dd/yyyy to mm/dd/yyyy)

*Fiscal period covered for Indirect Cost Rate developed (not the contract period).

Local Government: ____________________________________

Contract Number: _______________________ Project Number: _________________________

I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief:

1. All costs included in this proposal to establish final Indirect Cost Rates are allowable inaccordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48,Code of Federal Regulations (CFR), Part 31.

2. This proposal does not include any costs which are expressly unallowable under the costprinciples of the FAR of 48 CFR, Part 31.

All known material transactions or events that have occurred affecting the firm’s ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.

Certification of Financial Management System:

I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant.

Certification of Dollar Amount for all A&E Contracts:

I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies is $________________________ and the number of states in which the firm does business is ________.

Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:

1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgatedby the Cost Accounting Standards Board (when applicable).

2. Compliant with the terms of the contract and is incurred specifically for the contract.

3. Not prohibited by 23 CFR, Chapter 1, Part 172 – Administration of Engineering and DesignRelated Service Contracts to the extent requirements are applicable to Consultant.

RFP, ATTACHMENT E

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (if applicable) Proposed Contract Amount (or amount not to exceed if on-call contract): $ ____________________ Prime Consultants (if applicable) Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ ________________ Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):

_______________________________________ $_____________________ _______________________________________ $_____________________ _______________________________________ $_____________________ _______________________________________ $_____________________ _______________________________________ $_____________________

Consultant Certifying (Print Name and Title):

Name: ________________________________________________________________________ Title: _________________________________________________________________________ Consultant Certification Signature **: ______________________________________________ Date of Certification (mm/dd/yyyy): _______________________

Consultant Contact Information:

Email: ______________________________________________________________ Phone number: _______________________________________

**An individual executive or financial officer of the consultant’s organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 U.S.C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31. 23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore, subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies in Local Agency Project Files.

RFP, ATTACHMENT E

EXHIBIT F‐2

DISCLOSURE OF LOBBYING ACTIVITIES, 10-Q

COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352

1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:

a. contract a. bid/offer/application a. initialb. grant b. initial award b. material changec. cooperative agreement c. post-awardd. loan For Material Change Only: e. loan guarantee year _____ quarter _________ f. loan insurance date of last report __________

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee,Enter Name and Address of Prime:

Prime Subawardee Tier ______ , if known

Congressional District, if known Congressional District, if known

6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable ____________________

8. Federal Action Number, if known: 9. Award Amount, if known:

10. Name and Address of Lobby Entity 11. Individuals Performing Services (including (If individual, last name, first name, MI) address if different from No. 10a)

(last name, first name, MI)

(attach Continuation Sheet(s) if necessary)

12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply)

$ ______________ actual planned a. retainerb. one-time fee

13. Form of Payment (check all that apply): c. commissiona. cash d. contingent feeb. in-kind; specify: nature _______________ e deferred

Value _____________ f. other, specify _________________________

15. Brief Description of Services Performed or to be performed and Date(s) of Service, includingofficer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11:

(attach Continuation Sheet(s) if necessary)

16. Continuation Sheet(s) attached: Yes No

17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature: _________________________________________

Print Name: _______________________________________

Title: ____________________________________________

Telephone No.: ____________________ Date: __________

Authorized for Local Reproduction

Federal Use Only: Standard Form - LLL

Standard Form LLL Rev. 04-28-06

RFP, ATTACHMENT F

INSTRUCTIONS FOR COMPLETING EXHIBIT F-2 DISCLOSURE OF LOBBYING ACTIVITIES, 10-Q

This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient at the initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered federal action for which lobbying activity is or has been secured to influence, the outcome of a covered federal action.

2. Identify the status of the covered federal action.

3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered federal action.

4. Enter the full name, address, city, state, and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to: subcontracts, subgrants, and contract awards under grants.

5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state, and zip code of the prime federal recipient. Include Congressional District, if known.

6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the federal program name or description for the covered federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number, the application/proposal control number assigned by the federal agency). Include prefixes, e.g., "RFP-DE-90-001."

9. For a covered federal action where there has been an award or loan commitment by the Federal agency, enter the federal amount of the award/loan commitments for the prime entity identified in item 4 or 5.

10. Enter the full name, address, city, state, and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered federal action.

11. Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (Ml).

12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

13. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

14. Check all boxes that apply. If other, specify nature.

15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal officials. Identify the federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted.

16. Check whether or not a continuation sheet(s) is attached.

17. The certifying official shall sign and date the form, and print his/her name title and telephone number.

Public reporting burden for this collection of information is estimated to average 30-minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF-LLL-Instructions Rev. 06-04

RFP, ATTACHMENT F

EXHIBIT F-3 CONSULTANT PROPOSAL DBE COMMITMENT, 10-O1

1. Local Agency: 2. Contract DBE Goal: 0%



5. Consultant's Name: 6. Prime Certified DBE:

7. Description of Work, Service, or MaterialsSupplied

8. DBECertification

Number 9. DBE Contact Information 10. DBE %


11. TOTAL CLAIMED DBE PARTICIPATION % 17. Local Agency Contract Number:


19. Proposed Contract Execution Date:






DISTRIBUTION: Original – Included with consultant’s proposal to local agency.

ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.

RFP, ATTACHMENT G

INSTRUCTIONS – EXHIBIT F-3 CONSULTANT PROPOSAL DBE COMMITMENT

CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant’s Name - Enter the consultant’s firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant’s name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item “Contract DBE Goal,” an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant’s preparer. 14. Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form. 16. Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal-Aid Project Number - Enter the Federal-Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 21. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 22. Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the consultant’s DBE commitment form. 23. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form. 24. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant’s DBE commitment form.

RFP, ATTACHMENT G

Local Assistance Procedures Manual EXHIBIT 13-C Consultant Selection Criteria and Guide

Page 13-53 LPP 04-06 July 9, 2004

EXHIBIT 13-C CONSULTANT SELECTION CRITERIA AND GUIDE

APPRAISAL CONSULTANTS

To be used on projects where property rights are to be acquired for a project, whether those rights are temporary, permanent, in fee, or easement, or compensable damages accrue to property as a result of the project. The appraiser measures the fair market value of the rights to be acquired.

When selecting appraisal consultants, care must be exercised to ensure that the candidates have expertise in the specific appraisal field appropriate for the contemplated project. The greater the complexity of the project, the greater the need for highly specialized and/or experienced appraisers.

Appraisal Consultants are required to possess:

• Appropriate Appraisal license as issued by the CA Office of Real Estate Appraisers in accordance to thedegree, complexity and value of the appraisal required:

a) Residential License for any non-complex 1- 4 family property with value of 1 million and nonresidentialproperty with a transaction value up to $250,000.

b) Certified Residential for any 1- 4 family property without regard to transaction value or complexity andnonresidential property with a transaction value up to $250,000.

c) Certified General for all real estate without regard to transaction value or complexity.

• Appraisal License is required by law for transportation projects on or off the State Highway System.

• Minimum two (2) years experience of appraisal of rights for eminent domain purposes.

• Successful completion of a course in appraisal of partial acquisitions for public agencies.

• Knowledge of the Uniform Relocation and Real Property Acquisition Policies Act and state eminent domainLaw. Work samples provided by the consultant should be reviewed by the LPA.

• Specific knowledge and experience appropriate for the proposed project.

Appraiser Responsibilities under the Uniform Act:

• Property owner must be notified in writing of agency’s decision to appraise.

• Property owner or designee must be given opportunity to accompany appraiser during property inspection.

• Responsibility of sending Title VI information.

• Diary entry of notifications and contacts.

• Appraisal to contain minimum recognized standards for public acquisition (Zoning, Property Rights to beacquired, Highest and Best Use Analysis, Comparables, Improvements Acquired, Damages, Cost to Cure,etc.)

• All appraisals must contain Appraiser and Review Appraiser Certificates.

RFP, ATTACHMENT H

EXHIBIT 13-C Local Assistance Procedures Manual Consultant Selection Criteria and Guide

Page 13-54 July 9, 2004 LPP 04-06

REVIEW APPRAISER CONSULTANTS

Each appraisal must be reviewed by a qualified review appraiser and contain a Review Appraiser Certificate. The review appraiser is the person responsible for appraisal quality and value determination. The review appraiser must remain independent and must not be subject to undue influence or pressure from any source to arrive at a particular value or to accept inadequate appraisal reports. It is essential that the review appraiser understands that his/her responsibility is to recommend an estimate of value for just compensation determination by the acquiring agency. The Uniform Act requires that an official of the acquiring agency must make the final determination of just compensation.

Review Appraiser Consultants are required to possess:

• Certified Residential License for any 1- 4 family property without regard to transaction value or complexity and nonresidential property with a transaction value up to $250,000, or

• Certified General License for all real estate without regard to transaction value or complexity.

• Minimum two (2) years experience reviewing appraisals for eminent domain purposes.

• Knowledge of the Uniform Relocation and Real Property Acquisition Policies Act and state eminent domain Law.


Review Appraiser Responsibilities under the Uniform Act:

• Confirmation of Analysis of Highest and Best Use, Damages, and Cost to Cure Damages.

• Confirmation of Valuation.

• Confirmation of Calculations and Report Integrity.

• Prepare signed statement certifying value of appraisal reviewed, including an explanation of the basis for recommendation.

Acquisition Consultants

To be used when rights are to be acquired, whether those rights are temporary, permanent, in fee, or easement, or compensable damage payments are to be made as a result of the project.

When selecting acquisition consultants, care must be exercised to ensure that the candidates have expertise with the conditions affecting the acquisition that are present in the contemplated project. These may vary, and some factors to be considered include property type, type of occupancy, and project design/impact on remainder.

Acquisition Consultants must possess:

• Real Estate Broker’s or Salesperson’s License (when under the direct supervision of a Real Estate Broker) as issued by the CA Department of Real Estate (required by law). All Right of Way Contracts must be approved for content and signed or initialed by the Real Estate Broker.

RFP, ATTACHMENT H

Local Assistance Procedures Manual EXHIBIT 13-C Consultant Selection Criteria and Guide

Page 13-55 LPP 08-02 May 30, 2008

• Minimum two (2) years experience in the acquisition of rights for eminent domain purposes.

• Knowledge of the Uniform Relocation and Real Property Acquisition Policies Act and state Eminent Domain Law. By signing the Right of Way Contract, the Broker or Principal of the Company acknowledges responsibility for maintaining a complete file on each parcel.


It is extremely important for the local agency to be fully aware of the acquisition consultant’s qualifications and knowledge of the Uniform Act. If there are violations by the acquisition consultant or consulting firm, the local agency could jeopardize a portion of, or all of the federal funding for the entire project.

If you have questions or concerns, please contact the Department’s Right of Way Local Programs Coordinator in your area.

Acquisition Consultants Responsibilities under the Uniform Act:

• Ensure establishment of just compensation by local agency prior to initiation of negotiations.

• Expeditious acquisition within 30-days of approved appraisal.

• First Written Offer should be presented in person when possible.

• Summary Statement (basis for the appraisal) to be included with the first written offer.

• Owner to be given responsible time to consider offer and present material relevant to value determination (i.e. 30 days and a minimum of 3 contacts).

• Payment is required before taking possession unless date of possession clause is used in contract.

• Local agency is responsible for payment of all incidental expenses (title, escrow, surveys, prepayment penalties, etc.)

• Preparation of Administrative Settlements when it is reasonable and in the public interest.

• Diary entries including confirmation of delivering Title VI information if project is federally funded.

Relocation Consultants

To be used when there are occupants and/or personal property within the project area that must be relocated outside the project area. Occupancy may be residential or nonresidential, including agricultural uses. Relocation specialists may be used to prepare the relocation impact documents (part of the NEPA compliance process) in the planning stage. Refer to: http://www.dot.ca.gov/ser/vol1/sec3/community/ch24cia/chap24cia.htm. A consultant proficient in both acquisition and relocation may be retained for both functions under the “caseworker” approach.

When selecting relocation consultants, care must be exercised to ensure that the candidates have expertise with types of occupancy affected by contemplated project, whether residential (owner-occupied), residential (tenant-occupied), personal property only, business, or nonprofit organization. The greater the complexity of the project, the greater the need for highly specialized and/or experienced relocation consultants.

Relocation Consultants should possess:

• Minimum two (2) years experience at the working level providing public agency relocation assistance.

• Knowledge of the Uniform Relocation and Real Property Acquisition Policies Act and state eminent domain Law.


RFP, ATTACHMENT H

http://www.dot.ca.gov/ser/vol1/sec3/community/ch24cia/chap24cia.htm.

EXHIBIT 13-C Local Assistance Procedures Manual Consultant Selection Criteria and Guide

Page 13-56 July 9, 2004 LPP 04-06

Property Management Consultants

To be used when tenants will be in occupancy of the right of way after the agency has acquired the property but prior to displacement.

When selecting property management consultants, care must be exercised to ensure that the candidates have expertise with types of tenancies affected by the contemplated project, whether residential, personal property only, business, or nonprofit organization. The greater the complexity of the project, the greater the need for highly specialized and/or experienced property management consultants.

Property Management Consultants should possess:

• Real Estate Broker’s or Salesperson’s License (when under the direct supervision of a Real estate Broker) as issued by the CA Department of Real Estate (required by law).

• Minimum two (2) years experience at the working level in management of rental properties.

• Knowledge of applicable sections of the Uniform Relocation and Real Property Acquisition Policies Act, state eminent domain law, and Landlord Tenant Law.


Right of Way Project Management Consultants

May be used to coordinate and direct the work of other consultants as well as local agency staff. Will have primary responsibility to ensure the work products for the project satisfy all requirements of applicable laws, statutes, regulations, policies, and procedures.

Project Management Consultants should possess:

• Minimum five (5) years experience at a supervising, managerial, or oversight level in a right of way organization operating with the power of eminent domain.

• Knowledge of the Federal and State Uniform Relocation and Real Property Acquisition Policies Act and Article 1, Section 19, California Constitution (granting the power of eminent domain law).

• Familiarity with project management theories and techniques, including project scheduling, staff assignments, and coordination and communication with other project entities.

Project Management Consultant or Principal of the consulting firm’s responsibilities:

• Ensure right of way process has been followed in accordance with the Uniform Act.

• Ensure consultants have appropriate licenses for the scope of work.

• Ensure Broker signs or initials all right of way contracts.

• Approval of all right of way files (signature in diary) that files are complete and in accordance to the Uniform Act with appropriate diary entries.

Turnkey Right of Way Consultants

Multi-functional organizations that may be used to provide all right of way services required of a given project. Should be competent in each individual functional area. Turnkey consultants must have sufficient staff to preserve separation of the appraisal, appraisal review, and acquisition functions. An individual may be technically proficient in multiple functions, but may not be used as a turnkey consultant. All appropriate licenses/certifications are required for the type of services performed.

RFP, ATTACHMENT H