HomeMy WebLinkAbout2019-12-10; City Council; Resolution 2019-248RESOLUTION NO. 2019-248
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES
AGREEMENT WITH DOKKEN ENGINEERING FOR EL CAMINO REAL WIDENING
FROM CASSIA ROAD TO CAMINO VIDA ROBLE, CAPITAL IMPROVEMENT
PROGRAM PROJECT NO. 6072, IN AN AMOUNT NOT TO EXCEED $394,044.
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is necessary
and in the public interest to widen El Camino Real from Cassia Road to Camino Vida Roble, Capital
Improvement Program (CIP) Project No. 6072 (Project); and
WHEREAS, under Carlsbad Municipal Code Section 3.28.060, the Public Works Branch,
Transportation Department, solicited Statements of Qualifications (SOQs) from consulting firms to
conduct the environmental process, obtain permits and prepare plans, specifications, permits,
technical studies and cost estimates for construction to widen northbound El Camino Real from Cassia
Road to Camino Vida Roble and received a total of five SOQs from qualified consulting firms; and
WHEREAS, subsequent to a review of the SOQs, the selection committee selected Dokken
Engineering as the most qualified consultant for the Project; and
WHEREAS, staff and Dokken Engineering have negotiated the Project scope of work and the
associated fees for an amount not to exceed $394,044; and
WHEREAS, sufficient funds are available to complete the Project.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the mayor is authorized and directed to execute the Professional Services
Agreement with Dokken Engineering to widen El Camino Real from Cassia Road to
Camino Vida Roble, CIP Project No. 6072, in an amount not to exceed $394,044, which
is attached hereto as Attachment A.
Dec. 10, 2019 Item #4 Page 4 of 65
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 10th day of December 2019, by the following vote, to wit:
AYES: Hall, Bhat-Patel, Schumacher.
NAYS: None.
ABSENT: Blackburn :hl~4lr
~ /-/tctcr GPfl)t 27 Dtf•iJ {✓ BARBARA ENGLESON, City Clerk Ci!_J
(SEAL) C Je1 ..f
Dec. 10, 2019 Item #4 Page 5 of 65
PSA20-924TRAN
AGREEMENT FOR EL CAMINO REAL WIDENING FROM CASSIA ROAD TO CAMINO VIDA
ROBLE ENGINEERING DESIGN SERVICES
DOKKEN ENGINEERING
THIS AGREEMENT is made and entered into as of the \ ~ day of
Dt2.l.LYY'l,bg }i['. , 2019, by and between the CITY OF CARLSBAD, a municipal corporation,
("City"), and DOKKEN ENGINEERING, a California corporation, ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in
professional engineering design services.
B. Contractor has the necessary experience in providing professional services and
advice related to professional design services.
C. Contractor has submitted a proposal to City under RFQ19-806TRAN and has
affirmed its willingness and ability to perform such work.
D. City has entered into a Master Agreement (11-5308F15) with the State of California
for Federal Aid Projects (Exhibit "D"). Appendix A to Exhibit B of the Master Agreement is
incorporated by this reference in accordance with this Agreement's terms and conditions.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two (2) years from the date first above
written. The City Manager may amend the Agreement to extend it for two (2) additional one (1)
year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare
a written amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not
exceed three hundred ninety-four thousand forty-four dollars ($394,044). If the City elects to
extend the extend the Agreement, the amount shall not exceed sixty thousand dollars ($60,000)
per Agreement year. No other compensation for the Services will be allowed except for items
covered by subsequent amendments to this Agreement.
City Attorney Approved DBE Version 6/12/18
Dec. 10, 2019 Item #4 Page 6 of 65
PSA20-924TRAN
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. PREVAILING WAGE RATES
Any construction, alteration, demolition, repair, and maintenance work, including work performed
during design and preconstruction such as inspection and land surveying work, cumulatively
exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws.
The general prevailing rate of wages, for each craft or type of worker needed to execute the
contract, shall be those as determined by the Director of Industrial Relations pursuant to the
Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the
California Labor code, a current copy of applicable wage rates is on file in the office of the City
Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all
such workers employed by him or her in the execution of the Agreement. Contractor and any
subcontractors shall comply with Section 1776 of the California Labor Code, which generally
requires keeping accurate payroll records, verifying and certifying payroll records, and making
them available for inspection. Contractor shall require any subcontractors to comply with Section
1776.
7. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any balance
owing to Contractor.
8. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
9. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
City Attorney Approved DBE Version 6/12/18
2
Dec. 10, 2019 Item #4 Page 7 of 65
PSA20-924TRAN
10. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
11. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance carrier is required to have
a current Best's Key Rating of not less than "A-:VI I"; OR with a surplus line insurer on the State
of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key
Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association
of Insurance Commissioners (NAIC) latest quarterly listings report.
11.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
"occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this projecUlocation or the general aggregate limit shall be twice the required
occurrence limit.
11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
11.1.3 Workers' Compensation and Employer's Liability Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation insurance will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
11.1 .4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
City Attorney Approved DBE Version 6/12/18
3
Dec. 10, 2019 Item #4 Page 8 of 65
PSA20-924TRAN
11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
11.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
11.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
11.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete
and certified copies of any or all required insurance policies and endorsements.
12. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
13. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
14. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
15. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
City Attorney Approved DBE Version 6/12/18
4
Dec. 10, 2019 Item #4 Page 9 of 65
PSA20-924TRAN
16. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City
Name Brandon Miles
Title Associate Engineer
Department Public Works
City of Carlsbad
Address 1635 Faraday Av
Carlsbad, CA 92008
Phone No. 760-602-2745
For Contractor
Name Mark Tarrall
Title Project Manager
Address 1450 Frazee Road, Suite 100
San Diego, CA 92108
Phone No. 858-514-8377
Email mtarrall@dokkenengineering.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
17. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yes~ No D
18. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
19. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
20. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION
REQUIREMENTS AND REGULATIONS GENERAL
To ensure equal participation of DBEs as provided in 49 CFR 26.5, the DBE participation
goal for this contract is 15.9 percent.
City Attorney Approved DBE Version 6/12/18
5
Dec. 10, 2019 Item #4 Page 10 of 65
PSA20-924TRAN
Contractor shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. Contractor shall carry out applicable requirements of 49 CFR part
26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out
these requirements is a material breach of this contract, which may result in the termination of
this contract or such other remedy as the recipient deems appropriate.
Contractor shall include the following in each subcontract Contractor signs with a subcontractor:
1. A subcontractor shall not discriminate on the basis of race, color, national origin,
or sex in the performance of this Agreement.
2. The subcontractor shall carry out applicable requirements of 49 CFR Part 26 in the
award and administration of this Agreement.
3. Contractors shall include in their subcontracts, language providing the use of
appropriate alternative dispute resolution mechanisms to resolve payment
disputes.
A. Performance of DBE Contractors, Subcontractors and Suppliers
DBE subcontractors shall perform the work and supply the materials for which they have been
listed in the Contractor's response to the Agreement award requirements in Exhibit 10-01 of
Caltrans' Local Assistance Procedures Manual (LAPM), attached, as Exhibit "B'' unless
Contractor has received prior written authorization to perform the work with other forces or to
obtain the materials from other sources as set forth in Paragraph F, "DBE Substitution and
Additions", of this Section.
B. Prompt Payment to DBE and Non-DBE Contractors
The Contractor shall not be entitled to any payment for the work or material, unless it is performed
or supplied by the listed subcontractors (DBE or non-DBE), or by Contractor's own forces,
pursuant to prior written authorization of the Contract Manager. The provisions of this Paragraph
B apply even if other Agreement work is not completed and has not been accepted in
conformance with the terms of the Agreement by the City.
The Contractor shall pay all DBE subcontractors and non-DBE subcontractors for satisfactory
performance of their contracts within ten (10) days from receipt of each payment from the City
made to Contractor.
C. Prompt Payment Progress Pay Retention to DBE and Non-DBE Subcontractors
Contractor shall return all moneys withheld in retention from the subcontractor within 30 days after
receiving payment for work satisfactorily completed, even if other contract work is not completed
and has not been accepted in conformance with the terms of this Agreement. This requirement
shall not be construed to limit or impair any contractual, administrative, or judicial remedies
otherwise available to Contractor or subcontractor in the event of a dispute involving late payment
or nonpayment to the Contractor or deficient subcontract performance or noncompliance by a
subcontractor.
D. DBE and Non-DBE Subcontractor Payment Records
Contractor, in addition to maintaining records showing the name and business address of each
first-tier subcontractor, shall also show the name and business address of every DBE
subcontractor, and DBE vendor of materials, regardless of tier. Said records shall show the date
City Attorney Approved DBE Version 6/12/18
6
Dec. 10, 2019 Item #4 Page 11 of 65
PSA20-924TRAN
of payment and the total dollar figure paid to all DBE firms. DBE prime contractors shall also show
the date of work performed by their own forces along with the corresponding dollar value of work.
Upon completion of the Agreement, a summary of these records shall be prepared on Exhibit 17-
F (Exhibit "C") of Caltrans' Local Assistance Procedures Manual (LAPM) and certified correct by
Contractor or Contractor's authorized representative and shall be furnished to the Contract
Manager with the final invoice. Failure to provide the summary of DBE payments with the final
invoice will result in the invoice being in dispute until the report is received.
E. Penalty Assessed for Failure to Provide Subcontractor Payment Records
25% of the dollar value of the invoice will be withheld from payment if Exhibit 17-F of Caltrans'
LAPM is not submitted. The amount will be paid to Contractor when the form is submitted.
F. DBE Substitutions or Additions
Contractor may not substitute, or terminate for convenience, a subcontractor or supplier listed in
the original bid/proposal without the prior written approval of the Contract Manager. However,
upon written approval from City, Contractor may add a firm to perform work originally planned to
be done by Contractor's own forces.
Contractor must make an adequate good faith effort to find another certified DBE subcontractor
to substitute for the original DBE. Contractor will be required to make good faith efforts to replace
the original DBE subcontractor with another DBE subcontractor to the extent needed to meet the
Agreement goal.
The requirement that DBEs must be certified by the bid opening date does not apply to DBE
substitutions or additions after execution of the Agreement. DBEs must be certified at the time of
the substitution or addition.
Contractors shall submit requests for substitution in writing to the Contract Manager. Authorization
to use other subcontractors or suppliers may be requested for the following reasons:
1. The listed DBE subcontractor fails or refuses to execute a written contract;
2. The listed DBE subcontractor fails or refuses to perform the work of its subcontract
in a way consistent with normal industry standards. Provided, however, that good
cause does not exist if the failure or refusal of the DBE subcontractor to perform
its work on the subcontract results from the bad faith or discriminatory action of the
prime contractor;
3. The listed DBE subcontractor fails or refuses to meet the prime contractor's
reasonable, nondiscriminatory bond requirements.
4. The listed DBE subcontractor becomes bankrupt, insolvent, or exhibits credit
unworthiness;
5. The listed DBE subcontractor is ineligible to work on public works projects because
of suspension and debarment proceedings pursuant 2 CFR Parts 180, 215 and
1,200, Section 1777.1 or 1777. 7 of the California Labor Code or other applicable
state law;
City Attorney Approved DBE Version 6/12/18
7
Dec. 10, 2019 Item #4 Page 12 of 65
PSA20-924TRAN
6. City has determined that the listed DBE subcontractor is not a responsible
contractor;
7. The listed DBE subcontractor voluntarily withdraws from the project and provides
written notice of its withdrawal;
8. The listed DBE is ineligible to receive DBE credit for the type of work required;
9. A DBE owner dies or becomes disabled with the result that the listed DBE
contractor is unable to complete its work on the contract;
10. Other documented good cause that City determines compels the termination of the
DBE subcontractor. Provided, that good cause does not exist if the prime
contractor seeks to terminate a DBE it relied upon to obtain the contract so that
the prime contractor can self-perform the work for which the DBE contractor was
engaged or so that the prime contractor can substitute another DBE or non-DBE
contractor after contract award.
Prior to submittal of Contractor's request for substitution to the Contract Manager, the Contractor
shall give notice in writing to the listed DBE subcontractor of Contractor's request to substitute
and the reasons for the request. The notice shall be served by certified or registered mail to the
last known address of the subcontractor and a copy of the notice shall be sent to the Contract
Manager. The listed subcontractor who has been so notified, shall have five working days within
which to submit written objections to the substitution to the Contract Manager. Failure to respond
to a written objection shall constitute the listed subcontractor's consent to the substitution.
G. Termination of a DBE
In conformance with Federal DBE regulation 49 CFR Sections 26.53(f) and 26.53(g), Contractor
shall not:
1. Terminate for convenience a listed DBE subcontractor and then perform that work
with its own forces (personnel), or those of an affiliate, unless Contractor has
received prior written authorization from the Contract Manager to perform the work
with other forces or to obtain materials from other sources
2. If a DBE subcontractor is terminated or fails to complete its work for any reason,
the Contractor will be required to make good faith efforts to replace the original
DBE subcontractor with another DBE subcontractor to the extent needed to meet
the Agreement goal.
H. DBE Certification Status
If a DBE subcontractor is decertified during the life of this Agreement, the decertified
subcontractor shall notify Contractor in writing with the date of decertification. If a subcontractor
becomes a certified DBE during the life of this Agreement, the subcontractor shall notify
Contractor in writing with the date of certification.
Upon completion of the Agreement, Contractor shall complete Exhibit 17-F, of Caltrans' LAPM,
indicating the DBEs certification status and shall be signed and certified correct by Contractor.
The certified form shall be furnished to the Contract Manager within thirty (30) days from the date
of completion of the Agreement.
City Attorney Approved DBE Version 6/12/18
8
Dec. 10, 2019 Item #4 Page 13 of 65
PSA20-924TRAN
I. DBE Eligibility Toward Goal
The dollar value of work performed by a DBE is credited/counted toward the goal only after
the DBE has been paid.
1. Credit for Material or Supplies
Credit for materials or supplies purchased from DBEs will be as follows:
a) If the materials or supplies are obtained from a DBE manufacturer, 100 percent of
the cost of the materials or supplies will count toward the DBE goal.
b) If the materials or supplies purchased from a DBE regular dealer, 60 percent of the
cost of the materials or supplies will count toward the DBE goal.
c) Packagers, brokers, manufacturers' representatives, or other persons who
arrange or expedite transactions are not DBE regular dealers within the meaning
of this paragraph.
d) Credit for materials or supplies purchased from a DBE which is neither a
manufacturer nor a regular dealer will be limited to the entire amount of fees or
commissions charged for assistance in the procurement of the materials and
supplies, or fees or transportation charges for the delivery of materials or supplies,
provided the fees are reasonable and not excessive as compared with fees
charged for similar services.
21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
22. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and of the percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
City Attorney Approved DBE Version 6/12/18
9
Dec. 10, 2019 Item #4 Page 14 of 65
PSA20-924TRAN
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
24. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
25. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement or any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
City Attorney Approved DBE Version 6/12/18
10
Dec. 10, 2019 Item #4 Page 15 of 65
PSA20-924TRAN
28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
DOKKEN ENGINEERING, a
(sign here)
Richard T. Liptak. President
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
ATTEST:~
~~ l/ectcr &rnezr f)ep,!}
(~, Barbara Engleson, City Clerk C j~
Cathy Chan. Secretary
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each
of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
City Attorney Approved DBE Version 6/12/18
11
CJtrJ..[
Dec. 10, 2019 Item #4 Page 16 of 65
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California }
County of Sacramento
~ , _c~-:? 0 L/Y) On Oc1-c,fu,_, IO, WI'/ , b~ me. ;""'.'"r 7fpa::111, Notary Public,
personally appeared /i ,c..bavd J · -~ 'ffu:. k
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
PLACE NOTARY SEAL ABOVE
~ 4'(...) ,:_/}/)
SIGNATURE u: '?lL~a J tZ.eJ&} 7
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of attached document
Title or type of document: ----16---/u•~--'£/----+---'-1'==-=~-+-.L._~~;,:.t2:!~~'=-----4....I.L~----, --_/ .L_j)
Document Date: ________________ Number of Pages: ______ _
Signer(s) Other than Named Above: ____________________ _
Dec. 10, 2019 Item #4 Page 17 of 65
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person( s ), or the entity upon behalf of which the person( s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
PLACE NOTARY SEAL ABOVE
WITNESS my hand and official seal.
S!GNATUR~n.<'. J?~
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Document Date: ________________ Number of Pages: ______ _
Signer(s) Other than Named Above: ------------------------
Dec. 10, 2019 Item #4 Page 18 of 65
EXHIBIT "A"
SCOPE OF SERVICES
Dec. 10, 2019 Item #4 Page 19 of 65
EXHIBIT "B"
CONSUL TANT CONTRACT DBE
COMMITMENT
Dec. 10, 2019 Item #4 Page 30 of 65
Local Assistance Procedures Manual Exhibit 10-01
Consultant Proposal DBE Commitment
EXHJBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT
1. Local Agency: City of Carlsbad 2. Contract DBE Goal:
3. Project Description: El Camino Real from Cassia Road to Camino Yid.a Roble
4. Project Location: City of Carlsbad ------------------------------------------
5. Consultant's Name: Dokken Engineering -------------------------------6. Prime Certified DBE: □
7. Description of Work, Service, or Materials
Supplied
Survey & Right of Way Engineering
Geotechnical
Local Agency to Complete this Section
17. Loca l Agency Contract Number:
18. Federal-Aid Project Number:
8. DBE
Certification
Number
6729
6956
19. Proposed Contract Execution Date: ___________ _
20. Consultant's Ranking after Evaluation: __________ _
Local Agency certifies that all DBE certifications are valid and Information on
this form is complete and accurate.
DISTRIBUTION: Original -Included with consultant's proposal to local agency.
9. DBE Contact Information
Aguirre & Associates
8363 Center Drive, Suite SA
La Mesa, CA 9 1942
Earth Mechanics. lnc.
17800 Newhope Street, Suite B
Fountain V~lley, CA 92708
10. DBE %
9.1%
6.8%
11. TOTAL CLAIMED DBE PARTICIPATION 15.9%
IMPORTANT: Identify all DBE firms being claimed for credit,
~:~~~:~rs o; tie: ;ritten c7 firmation of each listed DBE is
~ JJ ~1',. 10/07/2019 l ) . Preparer's Signature'
John K lemunes, PE
14. Preparer's Name
Vice President
16. Preparer's Title
13. Date
(858) 514-8377
15. Phone
ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-641 0 or TDD (916) 654-
3880 or write Records and Forms Management, 1120 N Street, MS-89,. Sacramento, CA 95814.
LPP 18-01 Page 1 of 2
January 2019 Dec. 10, 2019 Item #4 Page 31 of 65
EXHIBIT "C"
FINAL REPORT -·UTILIZATION OF DBE &
FIRST TIER SUBCONTRACTORS
Dec. 10, 2019 Item #4 Page 32 of 65
Local Assistance Procedures Manual Exhibit 17-F
Final Report-Utilization of Disadvantaged Business Enterprises (DBE) and First-Tier Subcontractors
EXHIBIT 17-F FINAL REPORT-UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) AND FIRST-TIER SUBCONTRACTORS
1. Local Agency Contract Number 12. Federal-Aid Project Number I 3. Local Agency 4. Contract Completion Date
5. Contractor/Consultant 16. Business Address 7. Final Contract Amount
8. Contract 9. Description of Work, Service, or 10. Company Name and 11. DBE 12. Contract Payments 13. Date 14. Date of
Item Certification Work Final
Number Materials Supplied Business Address Number Non-DBE DBE Completed Payment
15. ORIGINAL DBE COMMITMENT AMOUNT $ 16. TOTAL
List all first-lier subcontractors/subconsultants and DBEs regardless of tier whether or not the firms were originally listed for goal credit If actual DBE utilization (or item of work) was different than that approved at the time of
award, provide comments on an additional paoe. List actual amount paid to each enlitv If no subcontractors/subconsultants were used on the contract, indicate on the form.
I CERTIFY THAT THE ABOVE INFORMATION 15 COMPLETE AND CORRECT
17 Contractor/Consultant Representative's Signature 118. Contractor/Consultant Representative's Name 119. Phone 120. Date
I CERTIFY THAT THE CONTRACTING RECORDS ANO ON-SITE PERFORMANCE OF THE DBE(S) HAS BEEN MONITORED
21 Local Agency Representative's Signature I 22. Local Agency Representative's Name 123. Phone 124. Date
DISTRIBUTION: Original -Local Agency, Copy-Caltrans District Local Assistance Engineer. Include with Final Report of Expenditures
ADA NOTICE For individuals with sensory disabilities, this document is available in alternate formats. For information, call (916) 445-1233, Local Assistance Procedures Manual TTY 711, or write to Records and Forms
Management, 1120 N Street, MS-89, Sacramento, CA 95814.
Page 1 of2
July 23, 2015 Dec. 10, 2019 Item #4 Page 33 of 65
Local Assistance Procedures Manual Exhibit 17-F
Final Report-Utilization of Disadvantaged Business Enterprises (DBE)
and First-Tier Subcontractors
INSTRUCTIONS -FINAL REPORT-UTILIZATION OF DISADVANTAGED BUSINESS
ENTERPRISES (DBE) AND FIRST-TIER SUBCONTRACTORS
1. Local Agency Contract Number -Enter the Local Agency contract number or identifier.
2. Federal-Aid Project Number -Enter the Federal-Aid Project Number.
3. Local Agency -Enter the name of the local or regional agency that is funding the contract.
4. Contract Completion Date -Enter the date the contract was completed.
5. Contractor/Consultant -Enter the contractor/consultant's firm name.
6. Business Address -Enter the contractor/consultant's business address.
7. Final Contract Amount -Enter the total final amount for the contract.
8. Contract Item Number -Enter contract item for work. services, or materials supplied provided. Not
applicable for consultant contracts.
9. Description of Work, Services, or Materials Supplied -Enter description of work, services, or materials
provided. Indicate all work to be performed by DBEs including work performed by the prime
contractor/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.
10. Company Name and Business Address -Enter the name, address, and phone number of all
subcontracted contractors/consultants. Also, enter the prime contractor/consultant's name and phone number,
if the prime is a DBE.
11. DBE Certification Number -Enter the DBE's Certification Identification Number. Leave blank if
subcontractor is not a DBE.
12. Contract Payments -Enter the subcontracted dollar amount of the work performed or service provided.
Include the prime contractor/consultant if the prime is a DBE. The Non-DBE column is used to enter the
dollar value of work performed by firms that are not certified DBE or for work after a DBE becomes
decertified.
13. Date Work Completed -Enter the date the subcontractor/subconsultant' s item work was completed.
14. Date of Final Payment -Enter the date when the prime contractor/consultant made the final payment to
the subcontractor/subconsultant for the portion of work listed as being completed.
15. Original DBE Commitment Amount -Enter the "Total Claimed DBE Participation Dollars" from
Exhibits 15-G or I 0-02 for the contract.
16. Total -Enter the sum of the ''Contract Payments" Non-DBE and DBE columns.
17. Contractor/Consultant Representative's Signature -The person completing the form on behalf of the
contractor/consultant's firm must sign their name.
18. Contractor/Consultant Representative's Name -Enter the name of the person preparing and signing the
form.
19. Phone -Enter the area code and telephone number of the person signing the form.
20. Date -Enter the date the form is signed by the contractor's preparer.
21. Local Agency Representative's Signature -A Local Agency Representative must sign their name to
certify that the contracting records and on-site performance of the DBE(s) has been monitored.
22. Local Agency Representative's Name -Enter the name of the Local Agency Representative signing the
form.
23. Phone -Enter the area code and telephone number of the person signing the form.
24. Date -Enter the date the form is signed by the Local Agency Representative.
Page 2 of2
July 23, 2015 Dec. 10, 2019 Item #4 Page 34 of 65
EXHIBIT "D"
MASTER AGREEMENT FOR
FEDERAL-AID PROJECTS
Dec. 10, 2019 Item #4 Page 35 of 65
STATE OF CALIFORNIA-CALIFORNIA STATE TRANSPORTATION AGENCY
DEPARTMENT OF TRANSPORTATION
Division of Local Assistance
1120 N STREET
P.O. BOX 942874, MS# 1
Sacramento, CA 94274-0001
TTY 711
August 10, 2018
Elaine Lukey
Public Works Director
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Dear Lukey:
EDMUND G. BROWN Jr., Governor
File : 11-SD-CBD
Enclosed is your fully executed copy of the Administering Agency-State Agreement No. 11-5308F15.
Sincerely, I)// 1· ,1 c~ ;1tvhft//1/ I,(__
f JOHN HOOLE, Chief I Office of Project Implementation -South
Division of Local Assistance
Enclosure
c: OLP AE Project Files
(11) DLAE -Bing Luu
I, I
Dec. 10, 2019 Item #4 Page 36 of 65
MASTER AGREEMENT A++a.4vv\e0.l-A
ADMINISTERING AGENCY-STATE AGREEMENT FOR
FEDERAL-AID PROJECTS
11 City of Carlsbad
-------------
District Administering Agency
Agreement No. 11-5308F15
This AGREEMENT, is entered into effective this 'l day of Ait4us.+-, 2016, by and
between City of Carlsbad, hereinafter referred to as "ADMINISTERING GENCY," and the State
of California, acting by and through its Department of Transportation (Caltrans), hereinafter
referred to as "STATE", and together referred to as "PARTIES" or individually as a "PARTY."
RECITALS:
1. WHEREAS, the Congress of the United States has enacted the lntermodal Surface
Transportation Efficiency Act (ISTEA) of 1991 and subsequent Transportation Authorization Bills
to fund transportation programs; and
2. WHEREAS, the Legislature of the State of California has enacted legislation by which certain
federal-aid funds may be made available for use on local transportation related projects of public
entities qualified to act as recipients of these federal-aid funds in accordance with the intent of
federal law; and
3. WHEREAS, before federal funds will be made available for a specific program project,
ADMINISTERING AGENCY and STATE are required to enter into an agreement to establish
terms and conditions applicable to the ADMINISTERING AGENCY when receiving federal funds
for a designated PROJECT facility and to the subsequent operation and maintenance of that
completed facility.
NOW, THEREFORE, the PARTIES agree as follows:
Page 1 of 26
Dec. 10, 2019 Item #4 Page 37 of 65
ARTICLE I -PROJECT ADMINISTRATION
1. This AGREEMENT shall have no force or effect with respect to any program project unless and
until a project-specific "Authorization/Agreement Summary", herein referred to as "E-76"
document, is approved by STATE and the Federal Highway Administration (FHWA).
2. The term "PROJECT", as used herein, means that authorized transportation related project and
related activities financed in part with federal-aid funds as more fully-described in an
"Authorization/ Agreement Summary" or "Amendment/Modification Summary", herein referred to
as "E-76" or "E-76 (AMOD)" document authorized by STATE and the Federal Highway
Administration (FHWA).
3. The E-76/E-76 (AMOD) shall designate the party responsible for implementing PROJECT, type
of work and location of PROJECT.
4. The PROGRAM SUPPLEMENT sets out special covenants as a condition for the
ADMINISTERING AGENCY to receive federal-aid funds from/through STATE for designated
PROJECT. The PROGRAM SUPPLEMENT shall also show these federal funds that have been
initially encumbered for PROJECT along with the matching funds to be provided by
ADMINISTERING AGENCY and/or others. Execution of PROGRAM SUPPLEMENT by the
PARTIES shall cause ADMINISTERING AGENCY to adopt all of the terms of this AGREEMENT
as though fully set forth therein in the PROGRAM SUPPLEMENT. Unless otherwise expressly
delegated in a resolution by the governing body of ADMINISTERING AGENCY, and with written
concurrence by STATE, the PROGRAM SUPPLEMENT shall be approved and managed by the
governing body of ADMINISTERING AGENCY.
5. ADMINISTERING AGENCY agrees to execute and return each project-specific PROGRAM
SUPPLEMENT within ninety (90) days of receipt. The PARTIES agree that STATE may suspend
future authorizations/obligations and invoice payments for any on-going or future federal-aid
project performed by ADMINISTERING AGENCY if any project-specific PROGRAM
SUPPLEMENT is not returned within that ninety (90) day period unless otherwise agreed by
STATE in writing.
6. ADMINISTERING AGENCY further agrees, as a condition to the release and payment of
federal funds encumbered for the PROJECT described in each PROGRAM SUPPLEMENT, to
comply with the terms and conditions of this AGREEMENT and all of the agreed-upon Special
Covenants or Remarks incorporated within the PROGRAM SUPPLEMENT, and
Cooperative/Contribution Agreement where appropriate, defining and identifying the nature of the
specific PROJECT.
7. Federal, state and matching funds will not participate in PROJECT work performed in advance
of the approval of the E-76 or E-76 (AMOD), unless otherwise stated in the executed project-
specific PROGRAM SUPPLEMENT. ADMINISTERING AGENCY agrees that it will only proceed
with the work authorized for that specific phase(s) on the project-specific E-76 or E-76 (AMOD).
ADMINISTERING AGENCY further agrees to not proceed with future phases of PROJECT prior to
receiving an E-76 (AMOD) from STATE for that phase(s) unless no further federal funds are
needed or for those future phase(s).
Page 2 of 26
Dec. 10, 2019 Item #4 Page 38 of 65
8. That PROJECT or portions thereof, must be included in a federally approved Federal Statewide
Transportation Improvement Program (FSTIP) prior to ADMINISTERING AGENCY submitting the
"Request for Authorization".
9. ADMINISTERING AGENCY shall conform to all state statutes, regulations and procedures
(including those set forth in the Local Assistance Procedures Manual and the Local Assistance
Program Guidelines, hereafter collectively referred to as "LOCAL ASSISTANCE PROCEDURES")
relating to the federal-aid program, all Title 23 Code of Federal Regulation (CFR) and 2 CFR part
200 federal requirements, and all applicable federal laws, regulations, and policy and procedural
or instructional memoranda, unless otherwise specifically waived as designated in the executed
project-specific PROGRAM SUPPLEMENT.
10. If PROJECT is not on STATE-owned right of way, PROJECT shall be constructed in
accordance with LOCAL ASSISTANCE PROCEDURES that describes minimum statewide design
standards for local agency streets and roads. LOCAL ASSISTANCE PROCEDURES for projects
off the National Highway System (NHS) allow STATE to accept either the STATE's minimum
statewide design standards or the approved geometric design standards of ADMINISTERING
AGENCY. Additionally, for projects off the NHS, STATE will accept ADMINISTERING AGENCY-
approved standard specifications, standard plans, materials sampling and testing quality
assurance programs that meet the conditions described in the then current LOCAL ASSISTANCE
PROCEDURES.
11. If PROJECT involves work within or partially within STATE-owned right-of-way, that
PROJECT shall also be subject to compliance with the policies, procedures and standards of the
STATE· Project Development Procedures Manual and Highway Design Manual and, where
appropriate, an executed Cooperative Agreement between STATE and ADMINISTERING
AGENCY that outlines the PROJECT responsibilities and respective obligations of the PARTIES.
ADMINISTERING AGENCY and its contractors shall each obtain an encroachment permit through
ST ATE prior to commencing any work within STATE rights of way or work which affects ST ATE
facilities.
12. When PROJECT is not on the State Highway System but includes work to be performed by a
railroad, the contract for such work shall be prepared by ADMINISTERING AGENCY or by
STATE, as the PARTIES may hereafter agree. In either event, ADMINISTERING AGENCY shall
enter into an agreement with the railroad providing for future maintenance of protective devices or
other facilities installed under the contract.
13. If PROJECT is using STATE funds, the Department of General Services, Division of the State
Architect, or its designee, shall review the contract PS&E for the construction of buildings,
structures, sidewalks, curbs and related facilities for accessibility and usability. ADMINISTERING
AGENCY shall not award a PROJECT construction contract for these types of improvements until
the State Architect has issued written approval stating that the PROJECT plans and specifications
comply with the provisions of sections 4450 and 4454 of the California Government Code, if
applicable. Further requirements and guidance are provided in Title 24 of the California Code of
Regulations.
14. ADMINISTERING AGENCY will advertise, award and administer PROJECT in accordance
with the current LOCAL ASSISTANCE PROCEDURES unless otherwise stated in the executed
project-specific PROGRAM SUPPLEMENT.
Page 3 of 26
Dec. 10, 2019 Item #4 Page 39 of 65
15. ADMINISTERING AGENCY shall provide or arrange for adequate supervision and inspection
of each PROJECT. While consultants may perform supervision and inspection work for PROJECT
with a fully qualified and licensed engineer, ADMINISTERING AGENCY shall provide a full-time
employee to be in responsible charge of each PROJECT who is not a consultant.
16. ADMINISTERING AGENCY shall submit PROJECT-specific contract award documents to
STATE's District Local Assistance Engineer within sixty (60) days after contract award. A copy of
the award documents shall also be included with the submittal of the first invoice for a construction
contract by ADMINISTERING AGENCY.
17. ADMINISTERING AGENCY shall submit the final report documents that collectively constitute
a "Report of Expenditures" within one hundred eighty (180) days of PROJECT completion. Failure
by ADMINISTERING AGENCY to submit a "Report of Expenditures" within one hundred eighty
(180) days of project completion will result in STATE imposing sanctions upon ADMINISTERING
AGENCY in accordance with the current LOCAL ASSISTANCE PROCEDURES.
18. ADMINISTERING AGENCY shall comply with: (i) section 504 of the Rehabilitation Act of 1973
which prohibits discrimination on the basis of disability in federally assisted programs; (ii) the
Americans with Disabilities Act (ADA) of 1990 which prohibits discrimination on the basis of
disability irrespective of funding; and (iii) all applicable regulations and guidelines issued pursuant
to both the Rehabilitation Act and the ADA.
19. The Congress of the United States, the Legislature of the State of California and the Governor
of the State of California, each within their respective jurisdictions, have prescribed certain
nondiscrimination requirements with respect to contract and other work financed with public funds.
ADMINISTERING AGENCY agrees to comply with the requirements of the FAIR EMPLOYMENT
PRACTICES ADDENDUM (Exhibit A attached hereto) and the NONDISCRIMINATION
ASSURANCES (Exhibit B attached hereto). ADMINISTERING AGENCY further agrees that any
agreement entered into by ADMINISTERING AGENCY with a third party for performance of
PROJECT-related work shall incorporate Exhibits A and B (with third party's name replacing
ADMINISTERING AGENCY) as essential parts of such agreement to be enforced by that third
party as verified by ADMINISTERING AGENCY.
Page 4 of 26
Dec. 10, 2019 Item #4 Page 40 of 65
ARTICLE 11 -RIGHTS OF WAY
1. No contract for the construction of a federal-aid PROJECT shall be awarded until all necessary
rights of way have been secured. Prior to the advertising for construction of PROJECT,
ADMINISTERING AGENCY shall certify and, upon request, shall furnish STATE with evidence
that all necessary rights of way are available for construction purposes or will be available by the
time of award of the construction contract.
2. ADMINISTERING AGENCY agrees to indemnify and hold STATE harmless from any liability
that may result in the event the right of way for a PROJECT, including, but not limited to, being
clear as certified or if said right of way is found to contain hazardous materials requiring treatment
or removal to remediate in accordance with Federal and State laws. The furnishing of right of way
as provided for herein includes, in addition to all real property required for the PROJECT, title free
and clear of obstructions and encumbrances affecting PROJECT and the payment, as required by
applicable law, of relocation costs and damages to remainder real property not actually taken but
injuriously affected by PROJECT. ADMINISTERING AGENCY shall pay, from its own non-
matching funds, any costs which arise out of delays to the construction of PROJECT because
utility facilities have not been timely removed or relocated, or because rights of way were not
available to ADMINISTERING AGENCY for the orderly prosecution of PROJECT work.
3. Subject to STATE approval and such supervision as is required by LOCAL ASSISTANCE
PROCEDURES over ADMINISTERING AGENCY's right of way acquisition procedures,
ADMINISTERING AGENCY may claim reimbursement from federal funds for expenditures
incurred in purchasing only the necessary rights of way needed for the PROJECT after crediting
PROJECT with the fair market value of any excess property retained and not disposed of by
ADMINISTERING AGENCY.
4. When real property rights are to be acquired by ADMINISTERING AGENCY for a PROJECT,
said ADMINISTERING AGENCY must carry out that acquisition in compliance with all applicable
State and Federal laws and regulations, in accordance with State procedures as published in
State's current LOCAL ASSISTANCE PROCEDURES and STATE's Right-of-Way Manual,
subject to STATE oversight to ensure that the completed work is acceptable under the Federal
Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended.
5. Whether or not federal-aid is to be requested for right of way, should ADMINISTERING
AGENCY, in acquiring right of way for PROJECT, displace an individual, family, business, farm
operation, or non-profit organization, relocation payments and services will be provided as set
forth in 49 CFR, Part 24. The public will be adequately informed of the relocation payments and
services which will be available, and, to the greatest extent practicable, no person lawfully
occupying real property shall be required to move from his/her dwelling or to move his/her
business or farm operation without at least ninety (90) days written notice from ADMINISTERING
AGENCY. ADMINISTERING AGENCY will provide STATE with specific assurances, on each
portion of the PROJECT, that no person will be displaced until comparable decent, safe and
sanitary replacement housing is available within a reasonable period of time prior to displacement,
and that ADMINISTERING AGENCY's relocation program is realistic and adequate to provide
orderly, timely and efficient relocation of PROJECT-displaced persons as provided in 49 CFR,
Part 24.
Page 5 of 26
Dec. 10, 2019 Item #4 Page 41 of 65
6. ADMINISTERING AGENCY shall, along with recording the deed or instrument evidencing title
in the name of the ADMINISTERING AGENCY or their assignee, also record an Agreement
Declaring Restrictive Covenants (ADRC) as a separate document incorporating the assurances
included within Exhibits A and B and Appendices A, 8, C and D of this AGREEMENT, as
appropriate.
Page 6 of 26
Dec. 10, 2019 Item #4 Page 42 of 65
ARTICLE Ill -MAINTENANCE AND MANAGEMENT
1. ADMINISTERING AGENCY will maintain and operate the property acquired, developed,
constructed, rehabilitated, or restored by PROJECT for its intended public use until such time as
the parties might amend this AGREEMENT to otherwise provide. With the approval of STATE,
ADMINISTERING AGENCY or its successors in interest in the PROJECT property may transfer
this obligation and responsibility to maintain and operate PROJECT property for that intended
public purpose to another public entity.
2. Upon ADMINISTERING AGENCY's acceptance of the completed federal-aid construction
contract or upon contractor being relieved of the responsibility for maintaining and protecting
PROJECT, ADMINISTERING AGENCY will be responsible for the maintenance, ownership,
liability, and the expense thereof, for PROJECT in a manner satisfactory to the authorized
representatives of STATE and FHWA and if PROJECT falls within the jurisdictional limits of
another Agency or Agencies, it is the duty of ADMINISTERING AGENCY to facilitate a separate
maintenance agreement(s) between itself and the other jurisdictional Agency or Agencies
providing for the operation, maintenance, ownership and liability of PROJECT. Until those
agreements are executed, ADMINISTERING AGENCY will be responsible for all PROJECT
operations, maintenance, ownership and liability in a manner satisfactory to the authorized
representatives of STATE and FHWA. If, within ninety (90) days after receipt of notice from
STATE that a PROJECT, or any portion thereof, is not being properly operated and maintained
and ADMINISTERING AGENCY has not satisfactorily remedied the conditions complained of, the
approval of future federal-aid projects of ADMINISTERING AGENCY will be withheld until the
PROJECT shall have been put in a condition of operation and maintenance satisfactory to STATE
and FHWA. The provisions of this section shall not apply to a PROJECT that has been vacated
through due process of law with STATE's concurrence.
3. PROJECT and its facilities shall be maintained by an adequate and well-trained staff of
engineers and/or such other professionals and technicians as PROJECT reasonably requires.
Said operations and maintenance staff may be employees of ADMINISTERING AGENCY, another
unit of government, or a contractor under agreement with ADMINISTERING AGENCY. All
maintenance will be performed at regular intervals or as required for efficient operation of the
complete PROJECT improvements.
Page 7 of 26
Dec. 10, 2019 Item #4 Page 43 of 65
ARTICLE IV -FISCAL PROVISIONS
1. All contractual obligations of STATE are subject to the appropriation of resources by the
Legislature and the allocation of resources by the California Transportation Commission (CTC).
2. STATE'S financial commitment of federal funds will occur only upon the execution of this
AGREEMENT, the authorization of the project-specific E-76 or E-76 (AMOD), the execution of
each project-specific PROGRAM SUPPLEMENT, and STATE's approved finance letter.
3. ADMINISTERING AGENCY may submit signed invoices in arrears for reimbursement of
participating PROJECT costs on a regular basis once the project-specific PROGRAM
SUPPLEMENT has been executed by STATE.
4. ADMINISTERING AGENCY agrees, at a minimum, to submit invoices at least once every six
(6) months commencing after the funds are encumbered on either the project-specific PROGRAM
SUPPLEMENT or through a project-specific finance letter approved by STATE. STATE reserves
the right to suspend future authorizations/obligations, and invoice payments for any on-going or
future federal-aid project by ADMINISTERING AGENCY if PROJECT costs have not been
invoiced by ADMINISTERING AGENCY for a six (6) month period.
5. Invoices shall be submitted on ADMINISTERING AGENCY letterhead that includes the address
of ADMINISTERING AGENCY and shall be formatted in accordance with LOCAL ASSISTANCE
PROCEDURES.
6. ADMINISTERING AGENCY must have at least one copy of supporting backup documentation
for costs incurred and claimed for reimbursement by ADMINISTERING AGENCY.
ADMINISTERING AGENCY agrees to submit supporting backup documentation with invoices if
requested by State. Acceptable backup documentation includes, but is not limited to, agency's
progress payment to the contractors, copies of cancelled checks showing amounts made payable
to vendors and contractors, and/or a computerized summary of PROJECT costs.
7. Payments to ADMINISTERING AGENCY can only be released by STATE as reimbursement of
actual allowable PROJECT costs already incurred and paid for by ADMINISTERING AGENCY.
8. Indirect Cost Allocation Plans/Indirect Cost Rate Proposals (ICAP/ICRP), Central Service Cost
Allocation Plans and related documentation are to be prepared and provided to STATE (Caltrans
Audits & Investigations) for review and approval prior to ADMINISTERING AGENCY seeking
reimbursement of indirect costs incurred within each fiscal year being claimed for State and
federal reimbursement. ICAPs/lCRPs must be prepared in accordance with the requirements set
forth in 2 CFR, Part 200, Chapter 5 of the Local Assistance Procedural Manual, and the
ICAP/ICRP approval procedures established by STATE.
9. Once PROJECT has been awarded, STATE reserves the right to de-obligate any excess
federal funds from the construction phase of PROJECT if the contract award amount is less than
the obligated amount, as shown on the PROJECT E-76 or E-76 (AMOD).
10. STATE will withhold the greater of either two (2) percent of the total of all federal funds
encumbered for each PROGRAM SUPPLEMENT or $40,000 until ADMINISTERING AGENCY
submits the Final Report of Expenditures for each completed PROGRAM SUPPLEMENT
PROJECT.
Page 8 of 26
Dec. 10, 2019 Item #4 Page 44 of 65
11. The estimated total cost of PROJECT, the amount of federal funds obligated, and the required
matching funds may be adjusted by mutual consent of the PARTIES hereto with a finance letter, a
detailed estimate, if required, and approved E-76 (AMOD). Federal-aid funding may be increased
to cover PROJECT cost increases only if such funds are available and FHWA concurs with that
increase.
12. When additional federal-aid funds are not available, ADMINISTERING AGENCY agrees that
the payment of federal funds will be limited to the amounts authorized on the PROJECT specific
E-76 / E-76 (AMOD) and agrees that any increases in PROJECT costs must be defrayed with
ADMINISTERING AGENCY's own funds.
13. ADMINISTERING AGENCY shall use its own non-federal funds to finance the local share of
eligible costs and all expenditures or contract items ruled ineligible for financing with federal funds.
STATE shall make the determination of ADMINISTERING AGENCY's cost eligibility for federal
fund financing of PROJECT costs.
14. ADMINISTERING AGENCY will reimburse STATE for STATE's share of costs for work
performed by STATE at the request of ADMINISTERING AGENCY. STATE's costs shall include
overhead assessments in accordance with section 8755.1 of the State Administrative Manual.
15. Federal and state funds allocated from the State Transportation Improvement Program (STIP)
are subject to the timely use of funds provisions enacted by Senate Bill 45, approved in 1997, and
subsequent STIP Guidelines and State procedures approved by the CTC and STATE.
16. Federal funds encumbered for PROJECT are available for liquidation for a period of six (6)
years from the beginning of the State fiscal year the funds were appropriated in the State Budget.
State funds encumbered for PROJECT are available for liquidation only for six (6) years from the
beginning of the State fiscal year the funds were appropriated in the State Budget. Federal or
state funds not liquidated within these periods will be reverted unless a Cooperative Work
Agreement (CWA) is submitted by ADMINISTERING AGENCY and approved by the California
Department of Finance (per Government Code section 16304 ). The exact date of fund reversion
will be reflected in the STATE signed finance letter for PROJECT.
17. Payments to ADMINISTERING AGENCY for PROJECT-related travel and subsistence (per
diem) expenses of ADMINISTERING AGENCY forces and its contractors and subcontractors
claimed for reimbursement or as local match credit shall not exceed rates authorized to be paid
rank and file STATE employees under current State Department of Personnel Administration
(DPA) rules. If the rates invoiced by ADMINISTERING AGENCY are in excess of DPA rates,
ADMINISTERING AGENCY is responsible for the cost difference, and any overpayments
inadvertently paid by STATE shall be reimbursed to STATE by ADMINISTERING AGENCY on
demand within thirty (30) days of such invoice.
18. ADMINISTERING AGENCY agrees to comply with 2 CFR, Part 200, Uniform Administrative
Requirements, Cost Principles and Audit Requirement for Federal Awards.
19. ADMINISTERING AGENCY agrees, and will ensure that its contractors and subcontractors
will be obligated to agree, that Contract Cost Principles and Procedures, 48 CFR, Federal
Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the
allowability of individual PROJECT cost items.
Page 9 of 26
Dec. 10, 2019 Item #4 Page 45 of 65
20. Every sub-recipient receiving PROJECT funds under this AGREEMENT shall comply with 2
CFR, Part 200, 23 CFR, 48 CFR Chapter 1, Part 31, Local Assistance Procedures, Public
Contract Code (PCC) 10300-10334 (procurement of goods), PCC 10335-10381 (non-A&E
services), and other applicable STATE and FEDERAL regulations.
21. Any PROJECT costs for which ADMINISTERING AGENCY has received payment or credit
that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, 23 CFR, 48
CFR, Chapter 1, Part 31, and other applicable STATE and FEDERAL regulations, are subject to
repayment by ADMINISTERING AGENCY to STATE.
22. Should ADMINISTERING AGENCY fail to refund any moneys due upon written demand by
STATE as provided hereunder or should ADMINISTERING AGENCY breach this AGREEMENT
by failing to complete PROJECT without adequate justification and approval by STATE, then,
within thirty 30 days of demand, or within such other period as may be agreed to in writing
between the PARTIES, STATE, acting through the State Controller, the State Treasurer, or any
other public entity or agency, may withhold or demand a transfer of an amount equal to the
amount paid by or owed to STATE from future apportionments, or any other funds due
ADMINISTERING AGENCY from the Highway Users Tax Fund or any other sources of funds,
and/or may withhold approval of future ADMINISTERING AGENCY federal-aid projects.
23. Should ADMINISTERING AGENCY be declared to be in breach of this AGREEMENT or
otherwise in default thereof by STATE, and if ADMINISTERING AGENCY is constituted as a joint
powers authority, special district, or any other public entity not directly receiving funds through the
State Controller, STATE is authorized to obtain reimbursement from whatever sources of funding
are available, including the withholding or transfer of funds, pursuant to Article IV -22, from those
constituent entities comprising a joint powers authority or by bringing of an action against
ADMINISTERING AGENCY or its constituent member entities, to recover all funds provided by
STATE hereunder.
24. ADMINISTERING AGENCY acknowledges that the signatory party represents the
ADMINISTERING AGENCY and further warrants that there is nothing within a Joint Powers
Agreement, by which ADMINISTERING AGENCY was created, if any exists, that would restrict or
otherwise limit STATE's ability to recover State funds improperly spent by ADMINISTERING
AGENCY in contravention of the terms of this AGREEMENT.
Page 10 of 26
Dec. 10, 2019 Item #4 Page 46 of 65
ARTICLE V
AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION AND REPORTS
1. STATE reserves the right to conduct technical and financial audits of PROJECT work and
records and ADMINISTERING AGENCY agrees, and shall require its contractors and
subcontractors to agree, to cooperate with STATE by making all appropriate and relevant
PROJECT records available for audit and copying as required by paragraph three (3) of ARTICLE
V.
2. ADMINISTERING AGENCY, its contractors and subcontractors shall establish and maintain a
financial management system and records that properly accumulate and segregate reasonable,
allowable, and allocable incurred PROJECT costs and matching funds by line item for the
PROJECT. The financial management system of ADMINISTERING AGENCY, its contractors and
all subcontractors shall conform to Generally Accepted Accounting Principles, enable the
determination of incurred costs at interim points of completion, and provide support for
reimbursement payment vouchers or invoices sent to or paid by STATE.
3. ADMINISTERING AGENCY, ADMINISTERING AGENCY's contractors and subcontractors, and
STATE shall each maintain and make available for inspection and audit by STATE, the California
State Auditor, or any duly authorized representative of STATE or the United States all books,
documents, papers, accounting records, and other evidence pertaining to the performance of such
contracts, including, but not limited to, the costs of administering those various contracts and
ADMINISTERING AGENCY shall furnish copies thereof if requested. All of the above referenced
parties shall make such AGREEMENT, PROGRAM SUPPLEMENT and contract materials
available at their respective offices at all reasonable times during the entire PROJECT period and
for three (3) years from the date of submission of the final expenditure report by the STATE to the
FHWA.
4. ADMINISTERING AGENCY is required to have an audit in accordance with the Single Audit Act
of 2 CFR 200 if it expends $750,000 or more in Federal Funds in a single fiscal year. The Federal
Funds received under a PROGRAM SUPPLEMENT are a part of the Catalogue of Federal
Domestic Assistance (CFDA) 20.205.
5. ADMINISTERING AGENCY agrees to include all PROGRAM SUPPLEMENTS adopting the
terms of this AGREEMENT in the schedule of projects to be examined in ADMINISTERING
AGENCY's annual audit and in the schedule of projects to be examined under its single audit
prepared in accordance with 2 CFR, Part 200.
6. ADMINISTERING AGENCY shall not award a non-A&E contract over $5,000, construction
contract over $10,000, or other contracts over $25,000 (excluding professional service contracts of
the type which are required to be procured in accordance with Government Code sections 4525
(d), (e) and (f)) on the basis of a noncompetitive negotiation for work to be performed under this
AGREEMENT without the prior written approval of STATE. Contracts awarded by
ADMINISTERING AGENCY, if intended as local match credit, must meet the requirements set
forth in this AGREEMENT regarding local match funds.
Page 11 of 26
Dec. 10, 2019 Item #4 Page 47 of 65
7. Any subcontract entered into by ADMINISTERING AGENCY as a result of this AGREEMENT
shall contain provisions 5, 6, 17, 19 and 20 of ARTICLE IV, FISCAL PROVISIONS, and provisions
1, 2, and 3 of this ARTICLE V, AUDITS, THIRD-PARTY CONTRACTING RECORDS
RETENTION AND REPORTS.
8. To be eligible for local match credit, ADMINISTERING AGENCY must ensure that local match
funds used for a PROJECT meet the fiscal provisions requirements outlined in ARTICLE IV in the
same manner as required of all other PROJECT expenditures.
9. In addition to the above, the pre-award requirements of third-party contractor/consultants with
ADMINISTERING AGENCY should be consistent with the LOCAL ASSISTANCE PROCEDURES.
Page 12 of 26
Dec. 10, 2019 Item #4 Page 48 of 65
ARTICLE VI -FEDERAL LOBBYING ACTIVITIES CERTIFICATION
1. By execution of this AGREEMENT, ADMINISTERING AGENCY certifies, to the best of the
signatory officer's knowledge and belief, that:
A. No federal or state appropriated funds have been paid or will be paid, by or on behalf of
ADMINISTERING AGENCY, to any person for influencing or attempting to influence an officer or
employee of any STATE or federal agency, a member of the State Legislature or United States
Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of
the Legislature or Congress in connection with the awarding of any STATE or federal contract,
including this AGREEMENT, the making of any STATE or federal loan, the entering into of any
cooperative contract, and the extension, continuation, renewal, amendment, or modification of any
STATE or federal contract, grant, loan, or cooperative contract.
8. If any funds other than federal appropriated funds have been paid, or will be paid, to any person
for influencing or attempting to influence an officer or employee of any federal agency, a member
of Congress, an officer or employee of Congress or an employee of a member of Congress in
connection with this AGREEMENT, grant, local, or cooperative contract, ADMINISTERING
AGENCY shall complete and submit Standard Form-LLL, "Disclosure Form to Rep Lobbying," in
accordance with the form instructions.
C. This certification is a material representation of fact upon which reliance was placed when this
AGREEMENT and each PROGRAM SUPPLEMENT was or will be made or entered into.
Submission of this certification is a prerequisite for making or entering into this AGREEMENT
imposed by Section 1352, Title 31, United States Code. Any party who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
2. ADMINISTERING AGENCY also agrees by signing this AGREEMENT that the language of this
certification will be included in all lower tier sub-agreements which exceed $100,000 and that all
such sub-recipients shall certify and disclose accordingly.
Page 13 of 26
Dec. 10, 2019 Item #4 Page 49 of 65
ARTICLE VII -MISCELLANEOUS PROVISIONS
1. ADMINISTERING AGENCY agrees to use all state funds reimbursed hereunder only for
transportation purposes that are in conformance with Article XIX of the California State
Constitution and the relevant Federal Regulations.
2. This AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute
enacted by the State Legislature or adopted by the CTC that may affect the provisions, terms, or
funding of this AGREEMENT in any manner.
3. ADMINISTERING AGENCY and the officers and employees of ADMINISTERING AGENCY,
when engaged in the performance of this AGREEMENT, shall act in an independent capacity and
not as officers, employees or agents of STATE or the federal government.
4. Each project-specific E-76 or E-76 (AMOD), PROGRAM SUPPLEMENT and Finance Letter
shall separately establish the terms and funding limits for each described PROJECT funded under
the AGREEMENT. No federal or state funds are obligated against this AGREEMENT.
5. ADMINISTERING AGENCY certifies that neither ADMINISTERING AGENCY nor its principals
are suspended or debarred at the time of the execution of this AGREEMENT. ADMINISTERING
AGENCY agrees that it will notify STATE immediately in the event a suspension or a debarment
occurs after the execution of this AGREEMENT.
6. ADMINISTERING AGENCY warrants, by execution of this AGREEMENT, that no person or
selling agency has been employed or retained to solicit or secure this AGREEMENT upon an
agreement or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies
maintained by ADMINISTERING AGENCY for the purpose of securing business. For breach or
violation of this warranty, STATE has the right to annul this AGREEMENT without liability, pay
only for the value of the work actually performed, or in STATE's discretion, to deduct from the
price of consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage, or contingent fee.
7. In accordance with Public Contract Code section 10296, ADMINISTERING AGENCY hereby
certifies under penalty of perjury that no more than one final unappealable finding of contempt of
court by a federal court has been issued against ADMINISTERING AGENCY within the immediate
preceding two (2) year period because of ADMINISTERING AGENCY's failure to comply with an
order of a federal court that orders ADMINISTERING AGENCY to comply with an order of the
National Labor Relations Board.
8. ADMINISTERING AGENCY shall disclose any financial, business, or other relationship with
STATE, FHWA or Federal Transit Administration (FTA) that may have an impact upon the
outcome of this AGREEMENT. ADMINISTERING AGENCY shall also list current contractors who
may have a financial interest in the outcome of this AGREEMENT.
9. ADMINISTERING AGENCY hereby certifies that it does not have nor shall it acquire any
financial or business interest that would conflict with the performance of PROJECT under this
AGREEMENT.
Page 14 of 26
Dec. 10, 2019 Item #4 Page 50 of 65
10. ADMINISTERING AGENCY warrants that this AGREEMENT was not obtained or secured
through rebates, kickbacks or other unlawful consideration either promised or paid to any STATE
employee. For breach or violation of this warranty, STATE shall have the right, in its discretion, to
terminate this AGREEMENT without liability, to pay only for the work actually performed, or to
deduct from the PROGRAM SUPPLEMENT price or otherwise recover the full amount of such
rebate, kickback, or other unlawful consideration.
11. Any dispute concerning a question of fact arising under this AGREEMENT that is not disposed
of by agreement shall be decided by the STATE's Contract Officer who may consider any written
or verbal evidence submitted by ADMINISTERING AGENCY. The decision of the Contract Officer,
issued in writing, shall be conclusive and binding on the PARTIES on all questions of fact
considered and determined by the Contract Officer.
12. Neither the pending of a dispute nor its consideration by the Contract Officer will excuse
ADMINISTERING AGENCY from full and timely performance in accordance with the terms of this
AGREEMENT.
13. Neither ADMINISTERING AGENCY nor any officer or employee thereof is responsible for any
injury, damage or liability occurring by reason of anything done or omitted to be done by STATE,
under or in connection with any work, authority or jurisdiction arising under this AGREEMENT. It is
understood and agreed that STATE shall fully defend, indemnify and save harmless the
ADMINISTERING AGENCY and all of its officers and employees from all claims, suits or actions
of every name, kind and description brought forth under, including, but not limited to, tortious,
contractual, inverse condemnation and other theories or assertions of liability occurring by reason
of anything done or omitted to be done by STATE under this AGREEMENT.
14. Neither STATE nor any officer or employee thereof shall be responsible for any injury, damage
or liability occurring by reason of anything done or omitted to be done by ADMINISTERING
AGENCY under, or in connection with, any work, authority or jurisdiction arising under this
AGREEMENT. It is understood and agreed that ADMINISTERING AGENCY shall fully defend,
indemnify and save harmless STATE and all of its officers and employees from all claims, suits or
actions of every name, kind and description brought forth under, including, but not limited to,
tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by
reason of anything done or omitted to be done by ADMINISTERING AGENCY under this
AGREEMENT.
15. STATE reserves the right to terminate funding for any PROJECT upon written notice to
ADMINISTERING AGENCY in the event that ADMINISTERING AGENCY fails to proceed with
PROJECT work in accordance with the project-specific PROGRAM SUPPLEMENT, the bonding
requirements if applicable, or otherwise violates the conditions of this AGREEMENT and/or
PROGRAM SUPPLEMENT, or the funding allocation such that substantial performance is
significantly endangered.
Page 15 of 26
Dec. 10, 2019 Item #4 Page 51 of 65
16. No termination shall become effective if, within thirty (30) days after receipt of a Notice of
Termination, ADMINISTERING AGENCY either cures the default involved or, if not reasonably
susceptible of cure within said thirty (30) day period, ADMINISTERING AGENCY proceeds
thereafter to complete the cure in a manner and time line acceptable to STATE. Any such
termination shall be accomplished by delivery to ADMINISTERING AGENCY of a Notice of
Termination, which notice shall become effective not less than thirty (30) days after receipt,
specifying the reason for the termination, the extent to which funding of work under this
AGREEMENT is terminated and the date upon which such termination becomes effective, if
beyond thirty (30) days after receipt. During the period before the effective termination date,
ADMINISTERING AGENCY and STATE shall meet to attempt to resolve any dispute. In the event
of such termination, STATE may proceed with the PROJECT work in a manner deemed proper by
STATE. If STATE terminates funding for PROJECT with ADMINISTERING AGENCY, STATE
shall pay ADMINISTERING AGENCY the sum due ADMINISTERING AGENCY under the
PROGRAM SUPPLEMENT and/or STATE approved finance letter prior to termination, provided,
however, ADMINISTERING AGENCY is not in default of the terms and conditions of this
AGREEMENT or,the project-specific PROGRAM SUPPLEMENT and that the cost of PROJECT
completion to STATE shall first be deducted from any sum due ADMINISTERING AGENCY.
17. In case of inconsistency or conflicts with the terms of this AGREEMENT and that of a project-
specific PROGRAM SUPPLEMENT, the terms stated in that PROGRAM SUPPLEMENT shall
prevail over those in this AGREEMENT.
18. Without the written consent of STATE, this AGREEMENT is not assignable by
ADMINISTERING AGENCY either in whole or in part.
19. No alteration or variation of the terms of this AGREEMENT shall be valid unless made in
writing and signed by the PARTIES, and no oral understanding or agreement not incorporated
herein shall be binding on any of the PARTIES.
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT by their duly
authorized officers.
\'--Chief, Office of Project Implementation
Division of Local Assistance City of Carlsbad
Representative Name & Title
(Authorize{ Governing Body Representative)
Date J Vi{ 1B
I
Page 16 of 26
APPROVED AS TO FORM
Celia A. Brewer, City Attomet
vil~ Br.__::::::::;~~=-~=~-Asst/Deputy City Attorney
City of Carlsbad, CA
Dec. 10, 2019 Item #4 Page 52 of 65
EXHIBIT A
FAIR EMPLOYMENT PRACTICES ADDENDUM
1. In the performance of this Agreement, ADMINISTERING AGENCY will not discriminate against
any employee for employment because of race, color, sex, sexual orientation, religion, ancestry or
national origin, physical disability, medical condition, marital status, political affiliation, family and
medical care leave, pregnancy leave, or disability leave. ADMINISTERING AGENCY will take
affirmative action to ensure that employees are treated during employment without regard to their
race, sex, sexual orientation, color, religion, ancestry, or national origin, physical disability, medical
condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or
disability leave. Such action shall include, but not be limited to, the following: employment;
upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship.
ADMINISTERING AGENCY shall post in conspicuous places, available to employees for
employment, notices to be provided by STATE setting forth the provisions of this Fair Employment
section.
2. ADMINISTERING AGENCY, its contractor(s) and all subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government Code Section 1290-0 et seq.),
and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2,
Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code,· Section 12900(a-f), set forth in Chapter 5 of
Division 4 of Title 2 of the California Code of Regulations are incorporated into this AGREEMENT
by reference and made a part hereof as if set forth in full. Each of the ADMINISTERING
AGENCY'S contractors and all subcontractors shall give written notice of their obligations under
this clause to labor organizations with which they have a collective bargaining or other
agreements, as appropriate.
3. ADMINISTERING AGENCY shall include the nondiscrimination and compliance provisions of
this clause in all contracts and subcontracts to perform work under this AGREEMENT.
4. ADMINISTERING AGENCY will permit access to the records of employment, employment
advertisements, application forms, and other pertinent data and records by STATE, the State Fair
Employment and Housing Commission, or any other agency of the State of California designated
by STATE, for the purposes of investigation to ascertain compliance with the Fair Employment
section of this Agreement.
5. Remedies for Willful Violation:
(a) STATE may determine a willful violation of the Fair Employment provision to have occurred
upon receipt of a final judgment to that effect from a court in an action to which ADMINISTERING
AGENCY was a party, or upon receipt of a written notice from the Fair Employment and Housing
Commission that it has investigated and determined that ADMINISTERING AGENCY has violated
the Fair Employment Practices Act and had issued an order under Labor Code Section 1426
which has become final or has obtained an injunction under Labor Code Section 1429.
Page 17 of 26
Dec. 10, 2019 Item #4 Page 53 of 65
(b) For willful violation of this Fair Employment Provision, STATE shall have the right to terminate
this Agreement either in whole or in part, and any loss or damage sustained by STATE in securing
the goods or services thereunder shall be borne and paid for by ADMINISTERING AGENCY and
by the surety under the performance bond, if any, and STATE may deduct from any moneys due
or thereafter may become due to ADMINISTERING AGENCY, the difference between the price
named in the Agreement and the actual cost thereof to STATE to cure ADMINISTERING
AGENCY's breach of this Agreement.
Page 18 of 26
Dec. 10, 2019 Item #4 Page 54 of 65
EXHIBIT B
NONDISCRIMINATION ASSURANCES
ADMINISTERING AGENCY HEREBY AGREES THAT, as a condition to receiving any federal
financial assistance from the STATE, acting for the U.S. Department of Transportation, it will
comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-42 U.S.C.
2000d-4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title
49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the
Secretary, Part 21, "Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation -Effectuation of Title VI of the Civil Rights Act of 1964" (hereinafter referred to as
the REGULATIONS), the Federal-aid Highway Act of 1973, and other pertinent directives, to the
end that in accordance with the ACT, REGULATIONS, and other pertinent directives, no person in
the United States shall, on the grounds of race, color, sex, national origin, religion, age or
disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity for which ADMINISTERING AGENCY receives
federal financial assistance from the Federal Department of Transportation. ADMINISTERING
AGENCY HEREBY GIVES ASSURANCE THAT ADMINISTERING AGENCY will promptly take
any measures necessary to effectuate this agreement. This assurance is required by subsection
21.7(a) (1) of the REGULATIONS.
More specifically, and without limiting the above general assurance, ADMINISTERING AGENCY
hereby gives the following specific assurances with respect to its federal-aid Program:
1. That ADMINISTERING AGENCY agrees that each "program" and each "facility" as defined in
subsections 21.23 (e) and 21.23 (b) of the REGULATIONS, will be (with regard to a "program")
conducted, or will be (with regard to a "facility") operated in compliance with all requirements
imposed by, or pursuant to, the REGULATIONS.
2. That ADMINISTERING AGENCY shall insert the following notification in all solicitations for bids
for work or material subject to the REGULATIONS made in connection with the federal-aid
Program and, in adapted form, in all proposals for negotiated agreements:
ADMINISTERING AGENCY hereby notifies all bidders that it will affirmatively ensure that in any
agreement entered into pursuant to this advertisement, disadvantaged business enterprises will
be afforded full opportunity to submit bids in response to this invitation and will not be
discriminated against on the grounds of race, color, sex, national origin, religion, age, or disability
in consideration for an award.
3. That ADMINISTERING AGENCY shall insert the clauses of Appendix A of this assurance in
every agreement subject to the ACT and the REGULATIONS.
4. That the clauses of Appendix B of this Assurance shall be included as a covenant running with
the land, in any deed effecting a transfer of real property, structures, or improvements thereon, or
interest therein.
Page 19 of 26
Dec. 10, 2019 Item #4 Page 55 of 65
5. That where ADMINISTERING AGENCY receives federal financial assistance to construct a
facility, or part of a facility, the Assurance shall extend to the entire facility and facilities operated in
connection therewith.
6. That where ADMINISTERING AGENCY receives federal financial assistance in the form, or for
the acquisition, of real property or an interest in real property, the Assurance shall extend to rights
to space on, over, or under such property.
7. That ADMINISTERING AGENCY shall include the appropriate clauses set forth in Appendix C
and D of this Assurance, as a covenant running with the land, in any future deeds, leases, permits,
licenses, and similar agreements entered into by the ADMINISTERING AGENCY with other
parties:
Appendix C;
(a) for the subsequent transfer of real property acquired or improved under the federal-aid
Program; and
Appendix D;
(b) for the construction or use of or access to space on, over, or under real property acquired, or
improved under the federal-aid Program.
8. That this assurance obligates ADMINISTERING AGENCY for the period during which federal
financial assistance is extended to the program, except where the federal financial assistance is to
provide, or is in the form of, personal property or real property or interest therein, or structures, or
improvements thereon, in which case the assurance obligates ADMINISTERING AGENCY or any
transferee for the longer of the following periods:
(a) the period during which the property is used for a purpose for which the federal financial
assistance is extended, or for another purpose involving the provision of similar services or
benefits; or
(b) the period during which ADMINISTERING AGENCY retains ownership or possession of the
property.
9. That ADMINISTERING AGENCY shall provide for such methods of administration for the
program as are found by the U.S. Secretary of Transportation, or the official to whom he delegates
specific authority, to give reasonable guarantee that ADMINISTERING AGENCY, other recipients,
sub-grantees, applicants, sub-applicants, transferees, successors in interest, and other
participants of federal financial assistance under such program will comply with all requirements
imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the Agreement.
10. That ADMINISTERING AGENCY agrees that the United States and the State of California
have a right to seek judicial enforcement with regard to any matter arising under the ACT, the
REGULATIONS, and this Assurance.
Page 20 of 26
Dec. 10, 2019 Item #4 Page 56 of 65
11. ADMINISTERING AGENCY shall not discriminate on the basis of race, religion, age, disability,
color, national origin or sex in the award and performance of any STATE assisted contract or in
the administration on its DBE Program or the requirements of 49 CFR Part 26. ADMINISTERING
AGENCY shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-
discrimination in the award and administration of STATE assisted contracts. ADMINISTERING
AGENCY'S DBE Implementation Agreement is incorporated by reference in this AGREEMENT.
Implementation of this program is a legal obligation and failure to carry out its terms shall be
treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out
its approved DBE Implementation Agreement, STATE may impose sanctions as provided for
under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18
USC 1001 and/or the Program Fraud Civil Remedies Act of 1985 (31 USC 3801 et seq.)
THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all
federal grants, loans, agreements, property, discounts or other federal financial assistance
extended after the date hereof to ADMINISTERING AGENCY by STATE, acting for the U.S.
Department of Transportation, and is binding on ADMINISTERING AGENCY, other recipients,
subgrantees, applicants, sub-applicants, transferees, successors in interest and other participants
in the federal-aid Highway Program.
Page 21 of 26
Dec. 10, 2019 Item #4 Page 57 of 65
APPENDIX A TO EXHIBIT B
During the performance of this Agreement, ADMINISTERING AGENCY, for itself, its assignees
and successors in interest (hereinafter collectively referred to as ADMINISTERING AGENCY)
agrees as follows:
(1) Compliance with Regulations: ADMINISTERING AGENCY shall comply with the regulations
relative to nondiscrimination in federally assisted programs of the Department of Transportation,
Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time,
(hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and
made a part of this agreement.
(2) Nondiscrimination: ADMINISTERING AGENCY, with regard to the work performed by it during
the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin,
religion, age, or disability in the selection and retention of sub-applicants, including procurements
of materials and leases of equipment. ADMINISTERING AGENCY shall not participate either
directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS,
including employment practices when the agreement covers a program set forth in Appendix B of
the REGULATIONS.
(3) Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by ADMINISTERING AGENCY for
work to be performed under a Sub-agreement, including procurements of materials or leases of
equipment, each potential sub-applicant or supplier shall be notified by ADMINISTERING
AGENCY of the ADMINISTERING AGENCY's obligations under this Agreement and the
REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.
(4) Information and Reports: ADMINISTERING AGENCY shall provide all information and reports
required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to
ADMINISTERING AGENCY's books, records, accounts, other sources of information, and its
facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with
such REGULATIONS or directives. Where any information required of ADMINISTERING
AGENCY is in the exclusive possession of another who fails or refuses to furnish this information,
ADMINISTERING AGENCY shall so certify to STATE or the FHWA as appropriate, and shall set
forth what efforts ADMINISTERING AGENCY has made to obtain the information.
(5) Sanctions for Noncompliance: In the event of ADMINISTERING AGENCY's noncompliance
with the nondiscrimination provisions of this agreement, STATE shall impose such agreement
sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to ADMINISTERING AGENCY under the Agreement within a
reasonable period of time, not to exceed 90 days; and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part.
Page 22 of 26
Dec. 10, 2019 Item #4 Page 58 of 65
(6) Incorporation of Provisions: ADMINISTERING AGENCY shall include the provIsIons of
paragraphs (1) through (6) in every sub-agreement, including procurements of materials and
leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto.
ADMINISTERING AGENCY shall take such_ action with respect to any sub-agreement or
procurement as STATE or FHWA may direct as a means of enforcing such provisions including
sanctions for noncompliance, provided, however, that, in the event ADMINISTERING AGENCY
becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of
such direction, ADMINISTERING AGENCY may request STATE enter into such litigation to
protect the interests of STATE, and, in addition, ADMINISTERING AGENCY may request the
United States to enter into such litigation to protect the interests of the United States.
APPENDIX B TO EXHIBIT B
Page 23 of 26
Dec. 10, 2019 Item #4 Page 59 of 65
The following clauses shall be included in any and all deeds effecting or recording the transfer of
PROJECT real property, structures or improvements thereon, or interest therein from the United
States.
(GRANTING CLAUSE)
NOW, THEREFORE, the U.S. Department of Transportation, as authorized by law, and upon the
condition that ADMINISTERING AGENCY will accept title to the lands and maintain the project
constructed thereon, in accordance with Title 23, United States Code, the Regulations for the
Administration of federal-aid for Highways and the policies and procedures prescribed by the
Federal Highway Administration of the Department of Transportation and, also in accordance with
and in compliance with the Regulations pertaining to and effectuating the provisions of Title VI of
the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. 2000d to 2000d-4), does hereby remise,
release, quitclaim and convey unto the ADMINISTERING AGENCY all the right, title, and interest
of the U.S. Department of Transportation in, and to, said lands described in Exhibit "A" attached
hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto ADMINISTERING AGENCY and
its successors forever, subject, however, to the covenant, conditions, restrictions and reservations
herein contained as follows, which will remain in effect for the period during which the real
property or structures are used for a purpose for which federal financial assistance is extended or
for another purpose involving the provision of similar services or benefits and shall be binding on
ADMINISTERING AGENCY, its successors and assigns.
ADMINISTERING AGENCY, in consideration of the conveyance of said lands and interests in
lands, does hereby covenant and agree as a covenant running with the land for itself, its
successors and assigns,
(1) that no person shall on the grounds of race, color, sex, national origin, religion, age or
disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to
discrimination with regard to any facility located wholly or in part on, over, or under such lands
hereby conveyed (;) (and) *
(2) that ADMINISTERING AGENCY shall use the lands and interests in lands so conveyed, in
compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in
federally-assisted programs of the Department of Transportation -Effectuation of Title VI of the
Civil Rights Act of 1964, and as said Regulations may be amended (;) and
(3) that in the event of breach of any of the above-mentioned nondiscrimination conditions, the
U.S. Department of Transportation shall have a right to re-enter said lands and facilities on said
land, and the above-described land and facilities shall thereon revert to and vest in and become
the absolute property of the U.S. Department of Transportation and its assigns as such interest
existed prior to this deed.*
* Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
Page 24 of 26
Dec. 10, 2019 Item #4 Page 60 of 65
APPENDIX C TO EXHIBIT B
The following clauses shall be included in any and all deeds, licenses, leases, permits, or similar
instruments entered into by ADMINISTERING AGENCY, pursuant to the provisions of Assurance
7(a) of Exhibit B.
The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his heirs, personal
representatives, successors in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree (in the case of deeds and leases add "as covenant running with the
land") that in the event facilities are constructed, maintained, or otherwise operated on the said
property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.
Department of Transportation program or activity is extended or for another purpose involving the
provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.), shall
maintain and operate such facilities and services in compliance with all other requirements
imposed pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation,
Subtitle A, Office of Secretary, Part 21, Nondiscrimination in federally-assisted programs of the
Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, and as said
Regulations may be amended.
(Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING
AGENCY shall have the right to terminate the (license, lease, permit etc.) and to re-enter and
repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit,
etc.) had never been made or issued.
(Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING
AGENCY shall have the right to re-enter said land and facilities thereon, and the above-
described lands and facilities shall thereupon revert to and vest in and become the absolute
property of ADMINISTERING AGENCY and its assigns.
* Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
Page 25 of 26
Dec. 10, 2019 Item #4 Page 61 of 65
APPENDIX D TO EXHIBIT B
The following shall be included in all deeds, licenses, leases, permits, or similar agreements
entered into by the ADMINISTERING AGENCY, pursuant to the provisions of Assurance 7 (b) of
Exhibit B.
The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his personal
representatives, successors in interest and assigns, as a part of the consideration hereof, does
hereby covenant and agree (in the case of deeds, and leases add "as a covenant running with the
land") that:
(1) no person on the ground of race, color, sex, national origin, religion, age or disability, shall be
excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in
the use of said facilities;
(2) that in the construction of any improvements on, over, or under such land and the furnishing of
services thereon, no person on the ground of race, color, sex, national origin, religion, age or
disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected
to discrimination; and
(3) that the (grantee, licensee, lessee, permittee, etc.,) shall use the premises in compliance with
the Regulations.
(Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING
AGENCY shall have the right to terminate the (license, lease, permit, etc.) and to re-enter and
repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit,
etc.) had never been made or issued.
(Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING
AGENCY shall have the right to re-enter said land and facilities thereon, and the above-
described lands and facilities shall thereupon revert to and vest in and become the absolute
property of ADMINISTERING AGENCY, and its assigns.
* Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
Page 26 of 26
Dec. 10, 2019 Item #4 Page 62 of 65
RESOLUTION NO. 2018-143
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF THE MASTER AGREEMENT
ADMINISTERING AGENCY-STATE AGREEMENT FOR FEDERAL AID PROJECTS,
AGREEMENT NO. 11-5308F15, WITH THE CALIFORNIA DEPARTMENT OF
TRANSPORTATION AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE,
TO EXECUTE PROGRAM SUPPLEMENTAL AGREEMENTS.
Exhibit 1
WHEREAS, the California Department of Transportation has revised the Master Agreement
Administering Agency-State Agreement (Master Agreement) for federal aid projects; and
WHEREAS, the City Council hereby finds it necessary, desirable, and in the public interest to
authorize execution of the Master Agreement; and
WHEREAS, disbursement of state and federal funds requires a Program Supplement Agreement
for each project; and
WHEREAS, the City Council finds the receipt of this supplemental funding beneficial to the
transportation system for both the city and the state; and
WHEREAS, the City Council finds it would be more expedient and cost-effective and, therefore,
in the best interest of the city to authorize the city manager, or designee, to execute Program
Supplement Agreements.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the mayor is hereby authorized and directed to execute the Master Agreement
between the California Department ofTransportation and the City of Carlsbad, which is
attached hereto as Attachment A.
3. That the city manager, or designee, is hereby authorized to execute Program
Supplement Agreements to the Master Agreement.
July 24, 2018 Item #10 Page 3 of 30 Dec. 10, 2019 Item #4 Page 63 of 65
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 24th day of J.!!!y, 2018, by the following vote, to wit:
AYES:
NOES:
ABSENT:
July 24, 2018
M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard.
None.
None.
(SEAL) ,\, \ \, 111,,,,,
.,' 'il-\..SBAo ',, ,,· 'r .•········· C' ,,, .::: c., .•· \.··~•◄-··. i'< ,_
=' 2i 11'-t" ~ -:• .... ,.. . ~: o-~ ~:. . :... :; ::0 ~ -=·s·. . . ..<~ --.,.,.., ·· ....... ~.· .... •····-4'..~"': .... ,,,,' * ,.. ,,····
I Ii, f 11 •I\•••
Item #10 Page 4 of 30 Dec. 10, 2019 Item #4 Page 64 of 65