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Resolution No. 2016-035 (3)CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: California High Speed Rail Authority CONTRACT PURPOSE: Reimbursement agreement for Cj!y staff to perform a technical engineering review of the proposed High Speed Rail Project alignment identify potential conflicts with the City's transportation infrastructure, and to coordinate communications with the Authority CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES ❑ MATERIALS 0 BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $425,118.49 Charge Acct. No(s) 011.3043.501010 Amendment Value: $ ❑ Contract is an Amendment to Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Claudia Arellano PHONE: ext. 258 AUTHORIZATION: El Approved by Council on June 21, 2016 (Check One) Resolution No. 2016-35 (if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation ❑ Amendment Approved by (if applicable) ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date * Agreement documents MUST J (1) Responsible Department Person be signed in Blue ink* Checks substance of contract and assembles four (4) copies of contract, p bond a eFti fio eemplianee with Competitive Bidding and Pur-ehasing Or-dinanee (2) Liability and Claims Approves insurance Ind sureties, if bonds required (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget (4) City Attorney Approves contract as to form, verifies bonds and insurance included (5) City Signatory Signs all copies on behalf of City („� `►P (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor, notifies IT to remove related RFP/bid notice, notifies any "consultant" of duties to file Form 700, if applicable Rev. 1 /27/14 TRANSMITTAL COMMUNICATION CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: August 15, 2016 TO: Derek Wieske, Director of Public Works, Water & Development Services FROM: Deborah Juarez, Records Management Assistant /. ,, RE: Resolution No 2016-35 — California High Speed Rail Authority Reimbursement Agreement Please find attached for your transmittal four partially executed original agreements, approved by City Council on June 21, 2016. Upon execution, please ensure that a fully executed original agreement is returned to this office. Thank you. Attachments c: Claudia Arellano Resolution No. 2016-3 5 Agreement 16-069 'VW `�-• Je-, mw,&. Nil PUBLIC WORKS, WATER & DEVELOPMENT SERVICES 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1435 August 18, 2016 C-lc-4 Andrea Mack, Contracts Analyst California High -Speed Rail Authority 770 L Street, Suite 620 Sacramento, California 95814 RE: STANDARD AGREEMENT Dear Ms. Mack: Attached herewith are the following documents as they relate to the Standard Agreement HSR 15-191 between the City of Vernon and the California High -Speed Rail Authority: • Four (4) partially executed originals of the Standard Agreement HSR 15-191 • Four (4) fully executed originals of the Contractor Certification Clauses (CCC 307) • Per the CCC 307 Section F. Resolution — attached is a copy of Resolution No. 2016-35 authorizing the execution of the Standard Agreement Please note the Standard 204 Payee Data Record is not required to be included as part of the Standard Agreement as noted in Section 1 of said form. The City of Vernon is a municipal corporation and a chartered city of the State of California. Lastly, please note the Bidder Declaration (GSPD-05-105) is marked "To be determined" for the reason that the City of Vernon has not yet contracted with a firm to assist the City of Vernon with the Standard Agreement scope of work. A fully completed Bidder Declaration form will be submitted to you once the City of Vernon contracts with a firm to assist the City of Vernon with the project. Please have a fully executed original of the Standard Agreement sent to the City of Vernon to my attention. If you have any questions regarding this item please contact Claudia Arellano of my staff at carellano &ci.vernon.ca.us or 323-583-881 f extension 258. Thank you. Sincerely, Derek Wieske Director of Public Works, DW/ca Attachments c: City Clerk Water & Development Services E.r,clusivefy Industrid PARTIALLY EXECUTED STATE OF CALIFORNIA STANDARD AGREEMENT STD 213 (Rev 06/03) Agreement Number HSR15-191 Registration Number I . This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME California High -Speed Rail Authority CONTRACTOR'S NAME City of Vernon 2. The term of this July 1, 2016 or upon execution of this Agreement, whichever is later, through June 30, 2019 Agreement is: 3. The maximum amount $425,118.49 of this Agreement is: Four Hundred Twenty -Five Thousand, One Hundred Eighteen Dollars and Forty -Nine Cents 4. The parties agree to comply with the terms and conditions of the following exhibits which afe by this reference made a part of the Agreement. Exhibit A — Scope of Work 3 pages Exhibit B — Budget Detail and Payment Provisions 4 pages Exhibit C — General Terms and Conditions and Contractor Certifications 3 pages Exhibit D — Special Terms and Conditions 3 pages Exhibit E — Supplemental Terms And Conditions For Contracts Using Federal Funds 9 pages Attachment 1 —Budget 1 page IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR Callfornia Department of General Services CONTRACTOR'S NAME (rjaher than an lndlvlduad state u*ether a caporation, pa merAlp, etc.) Use Only City of Vernon BY (AmMortzed e) DATE SIGNED (Do not [NO A5 FS-l1 -lfo PRWM NAME AND M IE OF PERSON SIGNING Carlos Fandino, City Administrat ADDRESS 4305 S. Santa Fe Ave., Vernon, California 90058 STATE OF CALIFORNIA AGENCY NAME California High -Speed Rail Authority BY (AtWW*ed Stgnakae) DATE SIGNED (Do trot type) )K PRINTED NAME AND TITLE OF PERSON SIGNING Scott Jarvis, Chief Engineer ©Exempt per: Public Utilities Code Section ADDRESS 185036 770 L Street, Suite 620 MS 2, Sacramento, California 95814 ATTEST: 1 APPROVED AS TO FORM: Maria E. Ayala, City C1 k Brian Byun, puty City Attorney EXHIBIT A SCOPE OF WORK 1. BACKGROUND AND PURPOSE City of Vernon HSR 15-191 Page 1 of 3 A. The California High -Speed Rail Authority (Authority) is responsible for the planning, design, construction, and operation of the first high-speed rail system in the nation (Project). The California high-speed rail system will connect the mega -regions of the State, contribute to economic development and a cleaner environment, create jobs and preserve agricultural and protected lands. By 2029, high-speed rail will run from San Francisco to the Los Angeles basin in under three hours at speeds of over 200 miles per hour. The system will eventually extend to Sacramento and San Diego, totaling 800 miles with up to 24 stations. In addition, the Authority is working with regional partners to implement a statewide rail modernization plan that will invest billions of dollars in local and regional rail lines to meet the State's 2 1 " century transportation needs. B. To facilitate the construction of the high-speed rail system, the Authority requires City of Vernon (Contractor) to perform the work as described in Section 2 of this Exhibit (Work). C. All inquiries regarding this Agreement will be directed to the project" representatives identified below: AUTHORITY CONTRACTOR Contract Manager: Michelle Boehm Project Manager: Derek Wieske, P.E. Address: 700 N Alameda, Room 3-532 Los Angeles, CA 90012 Address: 4305 S. Santa Fe Ave. Vernon, CA 90058 Phone: 213 3084507 Phone: 323 583-8811 ext. 245 Fax: Fax: 323 826-1435 Email: Michelle.Bochm@hsr.ca.gov Email: dwieske@,ci.vemon.ca.us The Contract Managers may be changed without amendment and with written notification to the other party. 2. SCOPE OF WORK, TASKS, DELIVERABLES, AND SCHEDULE A. The Authority shall provide the Contractor a Notice to Proceed for the Work under this Agreement from the Authority's Contract Manager, a proposed alignment, segment number(s) and any other information about the Project segments) to assist the Contractor in the investigation of its existing facilities for conflicts with the Proj ect's proposed alignment. The Notice to Proceed may specify work based on Tasks as outlined below. B. Contractor will be reimbursed for its actual, direct, and necessary expenses in its performance of the following: Task DescrilDtIon Deliverable Schedule 1. Technical/Engineering Staff time to review Comments on Through December Review Support technical/preliminary technical/preliminary 31, 2017 engine rindocuments. engineering documents. City of.Vernon HSR 15-191 Page 2 of 3 EXHIBIT A SCOPE OF WORK Task Descrivfion Deliverable Schedule 2. Technical/Engineering Staff tune for Report identifying any Through December Review Support identifying existing conflicts, 31, 2017 conflicts, 3. Technical/Engineering Staff time for Participation in Through December Review Support coordination with the coordination activities. 31, 2017 Authority and its representatives. 4. Agreement Staff time for master Participation in meetings Through June 30, 2019 Development agreement review. and review of draft contract and other documents. 5. Agreement Staff time for task Participation in meetings Through June 30, 2019 Development order/utility agreement and review of draft contract template review. and other documents. 6. Agreement Staff time for right -of- Participation in meetings Through June 30, 2019 Development way transfer agreement and review of draft contract review. and other documents. 7. Agreement Staff time for grade Participation in meetings Through June 30, 2019 Development separation agreement and review of draft contract review. and other documents. 8. Agreement Staff time for Participation in meetings Through June 30, 2019 Development ownership and and review of draft contract maintenance agreement and other documents. review. 9. Agreement Attorney time for legal Legal review of documents Through June 30, 2019 Development review. and meeting with Authority attorneys. 10. Agreement Staff and attorney time Materials and reports for Through June 30, 2019 Development for preparation of board board of directors. of directors materials and reports. 11. Right-of-way Support Staff time for property Reports detailing property December 1, 2017 rights research. rights. through expiration or termination of the Agreement 12. Right-of-way Support Staff and attorney time Abandonment, vacation, or July 1, 2018 through for abandonment, legal transfer of right -of- expiration or vacation, or legal way and supporting termination of the . transfer of right-of-way. documentation, Agreement. 13, Right-of-way Support Staff and attorney time Presentations to board of July 1, 2018 through for preparation of board directors, if any. expiration or of directors materials termination of the and reports. Agreement. City of Vernon HSR 15-191 Page 3 of 3 EXHIBIT A SCOPE OF WORK Contractor staff and attorney time will be reimbursed at the hourly rates set forth in Attachment 1 - Budget. Contractor acknowledges that "staff time" does not include time for subcontractors, vendors, and outside counsel. Subcontractor, vendors, and attorney time shall only be reimbursed if specifically included above and in Attachment 1 - Budget. C. Additionally, Contractor will be reimbursed the actual costs incurred for (i) fringe and overhead, and (ii) other direct costs limited to (a) travel; (b) approved consultants and subcontractors (subject to Exhibit B, section 2(G)); and (c) vendors. D. Contractor acknowledges the following costs shall not be reimbursed: (i) reviewing and/or providing comments on environmental documents (including, but not limited to, environmental impact statements and environmental impact reports); (ii) attending meetings, unless at the request of the Authority; (iii) acquisition of real property, which shall be handled through the property acquisition process; (iv) coordination for design and construction activities, which shall be handled through task orders/utility agreements; (v) preliminary and/or final designs, which shall be handled through task orders/utility agreements; (vi) construction, materials, or inspection, which shall be handled through task orders/utility agreements; and (vii) maintenance, which shall be handled through the ownership and maintenance agreement or construction and maintenance agreement, as appropriate. 3. SCHEDULE OF SERVICES Performance of the work described in Section 2 shall commence upon receipt of a Notice to Proceed. Unless terminated as provided herein, the Work shall continue until the earlier of (i) completion of the Work or (ii) expiration of the term. City of Vernon HSR 15-191 Page 1 of 4 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 1. FUNDING REQUIREMENTS A. This Agreement shall be of no further force and effect if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the Work identified in Exhibit A. In this event, the Authority shall have no liability to pay any funds whatsoever to the Contractor or to fiunish any other consideration under this Agreement and the Contractor shall not be obligated to perform any provision of this Agreement. B. After execution or commencement of this Agreement, if funding for any fiscal year is reduced or deleted by the Budget Act for purposes of the Work, the Authority shall have the option to either: 1) cancel this Agreement with no further liability occurring to the Authority; or 2) offer an Agreement amendment to the Contractor to reflect the reduced amount. C. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government or the California State Legislahe for the purpose of this Project. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress or State Legislature that may affect the provisions, terms or funding of this Agreement in any manner. 2. COMPENSATION, INVOICING, AND PAYMENT A. The maximum amount of this Agreement is an estimate, and the actual amount of work requested by the Authority may be less. No payment shall be made in advance of services rendered. B. Contractor shall not be entitled to payment for work performed prior to receipt of a Notice to Proceed from the Authority's Contract Manager. No Work shall begin before that time. Invoices shall include the Agreement Number, date prepared, billing period, task number, actual hours worked (by individual name and position), actual costs for salaries (by position), and fringe, overhead and other direct costs. Contractor shall not be paid for claimed costs or expenses not identified on Attachment 1— Budget. Subcontractors shall be reimbursed in accordance with this provision. C. For services satisfactorily rendered and approved by the Contract Manager and upon receipt and approval of the invoices, the Authority shall reimburse the Contractor for actual costs incurred. Contractor shall provide 1 original and 2 copies, as set forth below, of the invoice for payment. Invoices shall be submitted no more than monthly in arrears and within 30 days of when services are provided to: City of Vernon HSR 15-191 Page 2 of 4 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS (I original and 1 copy) Financial Operations Section California High -Speed Rail Authority 770 L Street, Suite 620 MS 3 Sacramento, CA 95814 WE (1 copy) Michelle Boehm, Southern California Regional Director California High -Speed Rail Authority 700 N Alameda, Room 3-532 Los Angeles, CA 90012 D. The following certification shall be included on each invoice and signed by the authorized official of the Contractor: "I certify that this invoice is correct and proper for payment, and reimbursement for these costs has not and will not be received from any other sources, included but not limited to a Government Entity contract, subcontract, or other procurement method." E. The Authority will accept computer generated or electronically transmitted invoices. The date of "invoice receipt" shall be the date the Authority receives the paper copy. F. Payments shall be made to the Contractor for undisputed invoices. If the Authority disputes an invoice it shall notify the Contractor within fifteen (15) working days of receipt of the invoice and pay undisputed portions of the invoice in accordance with the Agreement. The invoice may be disputed if additional evidence is required to determine the invoice's validity, deliverables for the billing period have not been received and approved, inaccuracies of the invoice, or does not otherwise comply with the terms of this Agreement. G. Positions listed in Attachment 1 - Budget may be changed without an amendment to the Agreement. A request for change must be in writing, on Contractor's letterhead, and identify the position and rate that is added or removed. There shall be no change in the positions without written approval by the Authority's Contract Manager. Once a subcontractor's contract is awarded, the Contractor will provide on letterhead the applicable rates for the classifications (Attachment 1- Budget) to the Authority's Contract Manager for approval. City of Vernon HSR 15-191 Page 3 of FJUM[BffB BUDGET DETAIL AND PAS PROVrAON3 1 4...7IIIF�. ( �`1 1 L.:I II 11 '--I) 1 V MIT-7 b l i H. There shall be no change in the rate of position without prior written approval by the Authority's Contract Manager. A request for change must be in writing, on Contractor's letterhead and identify the reason for rate change, 3. COST PRINCIPLES Contractor's performance shall be governed by and in compliance with the following administrative and cost principles: A. If Contractor is a governmental entity, then Contractor shall comply with Title 49 Code of Federal Regulations, Part 18 (49 CFR, Part 18), Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Goats and OMB Circular A-87, Cost Principles for State, Local, and Indian Tribal Governments, as amended. B. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions of this clause. The identified circulars and regulations are hereby incorporated into this Agreement by reference as if fully set out herein. If any costs for which payment has been made to the Contractor are determined by subsequent audit to be unallowable under the applicable administrative and cost principles referenced above, then the unallowable costs are subject to repayment by the Contractor to the Authority. 4. TRAVEL A. The Contractor shall be reimbursed for approved travel and per diem expenses using the same rates provided to non -represented state employees. The Contractor must pay for travel in excess of these rates. The Contractor may obtain current rates at the following website: http://www.calhr.ca. og v/employees/pares/travel-reiinbursements asp . B. Travel expenses are computed from the Contractor's approved office location. Travel to the Contractor's approved office from other locations is not reimbursed under this Agreement unless specifically authorized. C. The Contractor must retain documentation of travel expense in its financial records. The documentation must be listed by trip and include dates and times for departure and return. 5. CONTINGENT FEE City of Vernon HSR 15-191 Page 4 of 4 EXIT B BUDGET DETAIL AND PAYMENT PROVISIONS The Contractor certifies, 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, with the exception of bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this certification, the Authority has the right to annul this Agreement without liability, pay only for the value of the work actually performed, or in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. City of Vernon HSR 15-191 Page 1 of 3 EXHIBIT C GENERAL TERMS AND CONDITIONS AND CONTRACTOR CERTIFICATIONS 1. GENERAL TERMS AND CONDITIONS A. APPROVAL. This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. B. AMENDMENT. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. C. ASSIGNMENT. This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. D. AUDIT. Contractor agrees that the Authority, the Department of General Services, the State Auditor, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code § 8546.7.) E. INDEMNIFICATION. Contractor agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. F. DISPUTES. Provided that the Authority has not materially breached the Agreement, including but not limited to failing to pay Contractor within the time and in the manner provided in Exhibit B, section 2, Contractor shall continue with the responsibilities under this Agreement during any dispute. G. TERMINATION FOR CAUSE. The Authority may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the Authority may proceed with the work in any manner deemed proper by the Authority. All costs to the Authority shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. H. INDEPENDENT CONTRACTOR. Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. City of Vernon HSR 15-191 Page 2 of 3 EXHIBIT C GENERAL TERMS AND CONDITIONS AND CONTRACTOR CERTII+ICATIONS I. NON-DISCRIMINATION CLAUSE. During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and'subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. J. TIMELINESS. Time is of the essence in this Agreement. K. GOVERNING LAW. This contract is governed by and shall be interpreted in accordance with the laws of the State of California. L. UNENFORCEABLE PROVISION. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 2. CONTRACTOR CERTIFICATIONS A. STATEMENT OF COMPLIANCE. Contractor has, unless exempted, complied with the nondiscrimination program requirements. (GC 12990 (a-f) and CCR, Title 2, Section 8103.) B. DRUG -FREE WORKPLACE REQUIREMENTS. Contractor will comply with the requirements of the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by taking the following actions: i. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. ii. Establish a Drug -Free Awareness Program to inform employees about: 1) The dangers of drug abuse in the workplace; City of Vernon HSR 15-191 Page 3 of 3 EXHIBIT C GENERAL TERMS AND CONDITIONS AND CONTRACTOR CERTIFICATIONS 2) The person's or organization's policy of maintaining a drug -free workplace; 3) Any available counseling, rehabilitation, and employee assistance programs; and, 4) Penalties that may be imposed upon employees for drug abuse violations. iii. Every employee who works on the proposed Agreement will: 1) Receive a copy of the company's drug -free workplace policy statement; and, 2) Agree to abide by the terms of the company's statement as a condition of employment on the Agreement, Failure to comply with these requirements may result in suspension of payments Wader the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that the Contractor has made false'certification or violated the certification by failing to carry out the requirements as noted above. (GC 5350 et seq.) City of Vernon HSR 15-191 Page 1 of 3 EXHIBIT D SPECIAL TERMS AND CONDITIONS 1. EARLY TERMINATION A. This Agreement may be terminated at any time by mutual agreement of the parties in writing. B. Termination for Convenience. The Authority reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to the Contractor if terminated for the convenience of the Authority. C. Notice of Termination for Subcontractors, Suppliers, and Service Providers. The Contractor shall notify any subcontractor and service or supply vendor providing services under this Agreement of the early termination date of this Agreement. Failure to notify any subcontractor and service or supply vendor shall result in the Contractor being liable for the termination costs incurred by any subcontractor and service or supply vendor for work performed under this Agreement, except those specifically agreed to by the Authority in writing. D. Contractor Claims After Early Termination. The Contractor shall release the Authority from any and all further claims for services performed arising out of this Agreement or its early termination, upon acceptance by the Contractor of payment for costs actually incurred for work performed prior to receipt of the notice of termination and actual costs incurred as a result of termination. 2. PURCHASE OF EQUIPMENT No equipment is approved for purchase. 3. SUBCONTRACTING A. Upon prior approval of the Authority, Contractor may subcontract a portion of the Work. Attachment 1 Budget shall identify the rates for any approved subcontractor. Any substitution of a subcontractor shall be approved in writing by the Authority's Contract Manager prior to such substituted subcontractor performing work Unless specifically noted otherwise, any subcontract in excess of $25,000 shall contain all the applicable provisions stipulated in this Agreement. B. This Agreement shall not create a contractual relationship between the Authority and any approved subcontractor. A subcontract shall not relieve the Contractor of performance of its duties hereunder. Contractor shall be responsible for the any and all acts and omissions of its subcontractors and their employees. C. Contractor's obligation to pay its subcontractors is independent of the Authority's obligation to pay the Contractor. EXHIBIT D SPECIAL TERMS AND CONDITIONS 4. OWNERSHIP OF DATA City of Vernon HSR 15-191 Page 2of3 A. Upon completion of all work under this Agreement; all intellectual property rights, ownership, and title to all reports, documents, plans, specifications, electronic documents, and estimates produced as part of this Agreement will automatically be vested in the Authority and no further agreement will be necessary to transfer ownership to the Authority. The Contractor shall furnish the Authority all necessary copies of data needed to complete the review and approval process. B. All calculations, drawings and specifications, whether in hard copy, and electronic or machine readable form, are intended for one-time use in the construction of the Project. C. The Contractor is not liable for claims, liabilities or losses arising out of, or connected with the modification or misuse by the Authority of any data provided by the Contractor under this Agreement. The Contractor is not liable for claims, liabilities or losses arising out of, or connected with, any use by the Authority of the project documentation on other projects, for additions to this Project, or for the completion of this Project by others, except for such use as may be authorized, in writing, by the Contractor. D. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all of the provisions of this clause. 5. CONFIDENTIALITY OF DATA A. All financial, statistical, personal, technical, or other data and information relative to the Authority's operations, which is designated confidential by the Authority and made available to the Contractor in order to carry out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure. B. The Authority and the Contractor agree to protect designated confidential or privileged information intendedby the Authority and Contractor to remain so protected, while facilitating the sharing of information as part of both parties' efforts. Use of data files constitutes agreement on the part of the Contractor to maintain confidentiality if exempt under the California Public Records Act, subject to Government Code Section 6254.5(e). Confidential information shall not be shared with third parties without consultation and approval from the Authority. C. The Contractor shall not comment publicly to the press or any other media regarding this Agreement or the Authority's actions on the same, except to the Authority's staff, Contractor's own personnel, including subcontractors, affiliates, and vendors, involved in the performance of this Agreement, at public hearings, or in response to questions from a Legislative Committee. D. The Contractor shall not issue any news release or public relations item of any nature whatsoever regarding work performed or to be performed under this Agreement without prior review of the contents thereof by the Authority and receipt of the Authority's written permission. City of Vernon HSR 15-191 Page 3 of 3 EXMIT D SPECIAL TERMS AND CONDITIONS E. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of the Confidentiality of Data clause. 6. PUBLIC RECORDS; CONFLICTS OF INTEREST A. This Agreement shall not limit nor infringe on either parties duty to comply with the California Public Records Act, Government Code Section 6250 et seq.. B. The Contractor and its employees, and all its subcontractors and employees, shall comply with the Authority's Organizational Conflict of Interest Policy. C. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all of the provisions of this clause. 7. STOP WORK A. The Authority's Contract Manager may, at any time, by written notice to the Contractor require the Contractor to stop all or any part of the work tasks in this Agreement. B. Upon receipt of such stop work order, the Contractor shall immediately take all necessary steps to comply therewith and to minimize the incurrence of costs allocable to work stopped C. The Contractor shall resume the stopped work only upon receipt of written instruction from the Authority's Contract Manager canceling the stop work order. An equitable adjustment shall be made by the Authority based upon a written request by the Contractor for an equitable adjustment. Such adjustment request must be made by the Contractor within thirty (30) days from the date of receipt of the stop work notice. S. SETTLEMENT OF DISPUTES The parties agree to use theirbest efforts to resolve disputes concerning a question of fact arising under this Agreement in an informal fashion through consultation and communication, or other forms of non- binding alternative dispute resolution mutually acceptable to the parties. 9. HE, The headings appearing in this contract have been inserted for the purpose of convenience and ready reference and do not define, limit, or extend the scope or intent of the clauses. 10. WAIVER Failure to enforce any provision of this Agreement shall not operate as a waiver of that or any other provision or any subsequent breach of this Agreement. City of Vernon HSR 15-191 Page 1 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS All terms in Exhibit E must be included in all subcontracts and lower -tier subcontracts regardless of amount expended, unless otherwise noted. I. FEDERAL REQUIREMENTS The Contractor understands that the Authority has received Federal funding from the Federal Rail Administration (FRA) for the Project and acknowledges that it is required to comply with all applicable federal laws, regulations, policies and related administrative practices, whether or not they are specifically referenced herein. The Contractor acknowledges that federal laws, regulations, policies, and related administrative practices may change and that such changed requirements will apply to the Project. The Contractor shall ensure compliance by its subcontractors and include appropriate flow down provisions in each of its lower -tier subcontracts as required by applicable federal laws, regulations, policies and related administrative practices, whether or not specifically referenced herein. Notwithstanding anything to the contrary contained in this Agreement, all FRA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Authority requests, which would cause the Authority to be in violation of FRA requirements. 2. COMPLIANCE WITH FEDERAL REQUIREMENTS The Contractor's failure to comply with Federal Requirements shall constitute a breach of this Agreement. 3. FEDERAL LOBBYING ACTIVITIES CERTIFICATION The Contractor certifies, to the best of its knowledge and belief, that: A. No state or federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, 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 agreement, the making of any State or Federal grant, the making of any State or Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State or Federal agreement, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal Agreement, grant, loan, or cooperative agreement, the City of Vernon HSR 15-191 Page 2 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS Contractor shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. C. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. D. The Contractor shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 4. DEBARMENT AND SUSPENSION This Agreement is a covered transaction for purposes of 2 C.F.R. 1200. As such, the Contractor is required to comply with applicable provisions of Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Non -procurement Suspension and Debarment," 2 C.F.R. Part 1200, which adopt and supplement the provisions of U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Government -wide Debarment and Suspension (Non -procurement)," 2 C.F.R. Part 180. To the extent required by the aforementioned U.S. DOT regulations and U.S. OMB guidance, the Contractor must verify that each subcontractor is not excluded or disqualified in accordance with said regulations by reviewing the "Excluded Parties Listing System" at http://www.sam.gov/portal/public/SAM/. The Contractor shall obtain appropriate certifications from each such subcontractor and provide such certifications to the Authority. The Contractor's signature affixed herein shall also constitute a certification under penalty of perjury under the laws of the State of California that the Contractor or any person associated therewith in the capacity of owner, partner, director, officer, or manager: 1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; 2. Have not had one or more public transactions (federal, state, and local) terminated within the preceding three (3) years for cause or default; 3. Has not been convicted within the preceding three (3) years of any of the offenses listed in Title 2 Code of Federal Regulations Section 180.800(a) or had a civil judgment rendered against it for one of those offenses within that time period; and City of Vernon HSR 15-191 Page 3 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS 4. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offenses listed in Title 2 Code of Federal Regulations Sectionl80.800. Should the Contractor or any subcontractor become excluded or disqualified as defined in this section during the life of the Agreement, the Contractor shall immediately inform the Authority of this exclusion or disqualification. The Contractor shall include a term or condition in the contract documents for each lower -tier covered transaction, assuring that, to the extent required by the U.S. DOT regulations and U.S. OMB guidance, each subcontractor will review the `Excluded Parties Listing System," will obtain certifications from lower -tier subcontractors, and will ,include a similar term or condition in each of its lower -tier covered transactions. 5. SITE VISITS The Contractor acknowledges that FRA, through its authorized representatives, has the right, at all reasonable times, to make site visits to review Project accomplishments and for other reasons. If any site visit is made by FRA on the premises of the Contractor or any of its subcontractors under this Agreement, the Contractor shall provide and shall require its subcontractors to provide, all reasonable facilities and assistance for the safety and convenience of IRA representatives in the performance of their duties. All site visits and evaluations shall be performed in such a manner as will not unduly delay work being conducted by the Contractor or subcontractor. G. SAFETY OVERSIGHT To the extent applicable, the Contractor shall comply with any Federal regulations, laws, or policies and other guidance that FRA or U.S. DOT may issue pertaining to safety oversight in general, and in the performance of this Agreement, in particular. 7. ENVIRONMENTAL PROTECTION The Contractor and any subcontractor under this Agreement shall comply with all applicable environmental requirements and regulations, including any amendments, as follows: A. Clean Air. The Contractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor shall report each violation to the Authority, and acknowledges that the Authority shall, in turn, report each violation as required to assure notification to the FRA and the appropriate Environmental Protection Agency Regional Office. 13. Clean Water. The Contractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor shall report each violation to the Authority, and acknowledges that the Authority City of Vernon HSR 15-191 Page 4 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS shall, in turn, report each violation as required to assure notification to the FRA and the appropriate EPA Regional Office. C. Energy Conservation. The Contractor will comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6421 et seq.) D. Agreement Not To Use Violating Facilities. The Contractor will not to use any facility to perform work hereunder that is listed on the List of Violating Facilities maintained by the EPA. The Contractor shall promptly notify the Authority if the Contractor or any subcontractor receives any communication from the EPA indicating that any facility which will be used to perform work pursuant to this Agreement is under consideration to be listed on the EPA's List of Violating Facilities; provided, however, that the Contractor's duty of notification hereunder shall extend only to those communications of which it is aware, or should reasonably have been aware. E. Environmental Protection. The Contractor shall comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seq. F. Incorporation of Provisions. The Contractor shall include the above provisions (A) through (F) in every subcontract hereunder exceeding $50,000 financed in whole or in part with federal assistance provided by the FRA. S. CIVIL RIGHTS The following requirements apply to this Agreement: A. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d; Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102; Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132; and 49 U.S.C. § 306, the Contractor will not discriminate against any individual because of race, color, religion, national origin, sex, age or disability in any activities leading up to or in performance of this Agreement. In addition, the Contractor will comply with applicable federal implementing regulations and other implementing requirements that FRA may issue. B. Equal Employment Opportunity. The following equal employment opportunity requirements apply to this Agreement: Race, Color, Religion, National Origin,�Sex: In accordance with Title VH of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, the Contractor will comply with all applicable equal opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," including 41 C.F.R 60 et seq. (which implements Executive Order No. 11246, `Equal City of Vernon HSR 15-191 Page 5 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable federal statutes, executive orders, regulations, and federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, sex, or age. Such action shall include 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. In addition, the Contractor will comply with any implementing requirements FRA may issue. ii. Age. In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623, the Contractor will refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor will comply with any implementing requirements FRA may issue. iii. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R Part 1630, pertaining to employment of persons with disabilities. Further, in accordance with Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Contractor will comply with the requirements of U.S. Department of Transportation, "Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance," 49 C.F.R. Part 27, pertaining to persons with disabilities. In addition, the Contractor will comply with any implementing requirements FRA may issue. The Contractor will not discriminate on the basis of drug abuse, in accordance with the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, alcohol abuse, in accordance with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, and to comply with Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§ 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records. In addition, the Contractor will comply with applicable federal implementing regulations and other implementing requirements that FRA may issue. The Contractor also will include these requirements in each subcontract financed in whole or in part with federal assistance provided by FRA, modified only if necessary to identify the affected parties. City of Vernon HSR 15-191 Page 6 of 9 _ EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS 9. ARRA FUNDED PROJECT Funding for this Agreement has been provided through the America Recovery and Reinvestment Act (ARRA) of 2009, Pub. L. 111-5. All Contractors, including both prime and subcontractors, are subject to audit by appropriate federal or State of California (State) entities. The State has the right to cancel, terminate, or suspend the Agreement if any Contractor or subcontractor fails to comply with the reporting and operational requirements contained herein. 10. ENFORCEABILITY If the Contractor or one of its subcontractors fails to comply with all applicable federal and State requirements governing the use of ARRA funds, the State may withhold or suspend, in whole or in part, funds awarded under the program, or recover misspent funds allowing an audit. This provision is in addition to all other remedies available to the State under all applicable State and federal laws. 11. PROHIBITION ON USE OF ARRA FUNDS Contractor will act in accordance with ARRA Section 1604 and ensure that none of the funds made available under this Agreement may be used for any casino or other gambling establishment, aquarium, zoo, golf course, or swimming pool. 12. ACCESS AND INSPECTION OF RECORDS A. In accordance with ARRA Sections 902, 1514, and 1515, the Contractor shall permit the State of California, the United States Comptroller General, the United States Department of Transportation Secretary, or their representatives or the appropriate Inspector General appointed under Section 3 or 8G of the United States Inspector General Act of 1978 or his representative to: i. Access and reproduce any books, documents, papers and records of the Contractor that directly pertain to, and involve transactions relating to, this Agreement for the purposes of making audits, examinations, excerpts and transcriptions; and ii. Interview any officer or employee of the Contractor or any of its subcontractors regarding the activities funded with funds appropriated or otherwise made available by ARRA. B. Pursuant to Title 49 Code of Federal Regulation Section 18.26(i)(11), Title 49 Code of Federal Regulations Section 19.26, or OMB Circular A-133 Compliance Supplement, (whichever applicable), the Contractor will maintain all books, records, accounts and reports required under this Agreement for a period of not less than three years after the date of termination or expiration of this Agreement, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case the Contractor will maintain same until the Authority, the FRA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims, or exceptions related thereto. The Contractor City of Vernon HSR 15-191 Page 7of9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS shall notify the Authority not less than six (6) months prior to disposal of any books, records, accounts and reports required under this Agreement. C. The Contractor will comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, Title 5 United States Code Section 552(a). The Contractor shall include this provision in all lower -tier subcontracts. 13. WHISTLEBLOWER PROTECTION Contractor and its subcontractors shall comply with Section 1553 of the ARRA, which prohibits all non-federal contractors, including the state, and all contractors of the State, from discharging, demoting or otherwise discriminating against an employee for disclosures by the employee that the employee reasonably believes are evidence of: A. Gross mismanagement of a contract relating to ARRA funds; B. Gross waste of ARRA funds; C. A substantial and specific danger to the public health or safety related to the implementation or use of ARRA funds; D. An abuse of authority related to implementation or use of ARRA funds; or E. A violation of law, rule, or regulation related to an agency contract (including the competition for or negotiation of a contractor) awarded or issued relating to ARRA funds. Contractor and its subcontractors shall post notice of the rights and remedies available to employees under Section 1553 of Title XV of Division A of the ARRA. 14. FRAUD AND FALSE CLAIMS ACT Contractor shall promptly notify the Authority and shall refer to an appropriate federal inspector general any credible evidence that a principal, employee, agent, subcontractor, or other person has committed a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving ARRA funds. The Contractor will include the above paragraphs in each subcontract financed in whole or in part with Federal assistance provided by the FRA. It is further agreed that the paragraphs shall not be modified, except to identify the subcontractor who will be subject to the provisions. City of Vernon HSR 15-191 Page 8 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS 15. REPORTING REQUIREMENTS Contractor will, if requested by the Authority in writing, provide the Authority with the following information: A. The total amount of funds received by the Contractor during the time period defined in the Authority's request; B. The amount of funds actually expended or obligated during the time period requested; C. A detailed list of all projects or activities for which funds were expended or obligated, including: The name of the project or activity; i. A description of the project activity, ii. An evaluation of the completion status of the project or activity; and iii. - An estimate of the number of j obs created and/or retained by the project or activity. D. For any contracts or subcontracts equal to or greater than $25,000: i. The name of the entity receiving the contract; ii. The amount of the contract; iii. The transaction type; iv. The North American Industry Classification System (NAICS) code or Catalog of Federal Domestic Assistance (CFDA) number, if known; V. The location of the entity receiving the contract; vi. The primary location of the contract, including city, state, congressional district, and county; vii. The DUNS number; or name and zip code for the entity headquarters, if known; viii. A unique identifier of the entity receiving the contract and the parent entity of Contractor, should the entity be owned by another; and ix. The names and total compensation of the five most highly compensated officers of the company if received: • 80% or more of its annual gross revenues in Federal awards; • $25,000,000 or more in annual gross revenue from Federal awards and; If the public does not have access to information about the compensation of senior executives through periodic reports filed under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or Section 6104 of Internal Revenue Code of 1986; E. Any other information reasonably requested by the State of California or required by state or federal law or regulation. City of Vernon HSR 15-191 Page 9 of 9 EXHIBIT E SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL FUNDS Standard data elements and federal instruction for use in complying with reporting requirements under Section 1512 of the ARRA, are pending review by the federal government, and were published in the Federal Register on April 1, 2009 [74 FR 14824]. and are to be provided online at www.Feder9R-,sx te.r,eov. The additional requirements will be added to this Agreement by amendment. 16. REPRINTS OF PUBLICATIONS Whenever an employee of a Contractor -Related Entity writes an article regarding the Project or otherwise resulting from work under this Agreement that is published in a scientific, technical, or professional journal or publication, the Contractor shall ensure that the Authority is sent two reprints of the publication, clearly referenced with the appropriate identifying information. An aclmowledgment of FRA support and a disclaimer must appear in any publication, whether copyrighted or not, based on or developed under the Agreement, in the following terms: "This material is based upon work supported by the Federal Railroad Administration under a grant/cooperative agreement FR-HSR-0009-10-01-05, dated December 5, 2012. Any opinions, findings, and conclusions or recommendations expressed in this publication are those of the author(s) and do not necessarily reflect the view of the Federal Railroad Administration and/or U.S. DOT." 17. LABOR PROVISIONS 49 U.S.C. 24405(b) provides that persons conducting rail operations over rail infrastructure constructed or improved in whole or in part with funds provided through this Agreement shall be considered a "rail carrier," as defined by 49 U.S.C. 10102(5), for the purposes of Title 49, U.S.C., and any other statue that adopts that definition or in which that definition applies, including the Railroad Retirement Act of 1974 (45 U.S.C. 231 et seq.), the Railway Labor Act (43 U.S.C. 151 et seq.), and the Railroad Unemployment Insurance Act (45 U.S.C. 351 et seq.) To the extent required by 49 U.S.C. 24405(b) and other laws referenced above, the Contractor shall reflect these provisions in its agreements funded in whole or in part by this Agreement with entities operating rail services over such rail infrastructure. 18. LABOR PROTECTIVE ARRANGEMENTS The Contractor will comply with the applicable protective arrangements established under Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976 (4R Act), 45 U.S.C. 836. with respect to employees affected by actions taken in connection with the Project. The Contractor also will include the applicable protective arrangements established by the U.S. DOL under 45 U.S.C. 836 in its arrangements with entities operating rail services over rail infrastructure constructed as part of this Agreement. p m ■ �- 2 CO k is if 6 ��!■f|� m 0 ■ 11 . P,,. Rile c. I| § k%§§SS�aaa2 M$aGa a$R a/#4 # #BB B�§Bk ) -44 40 ®----® -- §� b 2 2§{ �aB«ok�b§ cr f�� k k kf)ƒ)±k$�k�k �ƒ) 2§§] £ t s�%t�_,� IL o_�� °�`2#k2§ 2 <g«2=°cta��§-�E co e.2§@ eaR22q�E774� 2 Eo�2o_ gym§§ @�§=.I §� �Ll £ 2 o§oSwwR.�$327$$(L@ kk��))k)))tt2kkk) �a 0MRL n 12RIk e CCC-307 CERTIFICATION I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California. ContractorBidder Firm Name (Printed) Federal ID Number City of Vernon 95-6000808 By (Authori gna e) Printe ame and Title of Person Si n Carlos Fandino, City Administrator Date Executed Executed in the County of C / /— ! Los Angeles CONTRACTOR CERTIFICATION CLAUSES A. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code § 12990 (a-f) and CCR, Title 2, Section 8103) (Not applicable to public entities.) DRUG -FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by taking the following actions: Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. 2. Establish a Drug -Free Awareness Program to inform employees about: a. the dangers of drug abuse in the workplace; b. the person's or organization's policy of maintaining a drug -free workplace; c. any available counseling, rehabilitation and employee assistance programs; and, d. penalties that may be imposed upon employees for drug abuse violations. 3. Every employee who works on the proposed Agreement will: a. receive a copy of the company's drug -free workplace policy statement; and, b. agree to abide by the terms of the company's statement as a condition of employment on the Agreement. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.) ST: APPROVED AS TO FORM: Maria Ayala, ity Clerk Brian yun, D ty City Attorney C. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Public Contract Code § 10296) (Not applicable to public entities.) D. CONTRACTS FOR LEGAL SERVICES . 50 000 OR MORE- PRO BO O REQUIREMENT: Contractor hereby certifies that contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003. Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State. Failure to make a good faith effort may be cause for non -renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services. E. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California. F. SWEATFREE CODE OF CONDUCT: 1. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. 2. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a). G. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the contractor certifies that contractor is in compliance with Public Contract Code section 10295.3. DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. A. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification. Current State Employees (Pub. Contract Code § 10410): 1. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. 2. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services. Former State Employees (Pub. Contract Code §10411): 1. For the (2) two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision -making process relevant to the contract while employed in any capacity by any state agency. 2. For the (12) twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy -making position in the same general subject area as the proposed contract within the (12) twelve-month period prior to his or her leaving state service. If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Public Contract Code § 10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Public Contract Code §10430 (e)) B. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) C. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) D. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. E. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA: 1. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. 2. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax. 3. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State. F. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement. G. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution. H. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity. Z O Q � Q � V LLI a CC. w � � � § 6 e % 4- 0 : k \ / 3 4 e E £ '0 / \� 7 rq % \ � E E ± $ ± � m 2/ \� 1. 0 \ 2 =-�e+, cc >,* 2 - � 0 � § R � % F 0 u o {¢ 0 . -2 §z � c CL § ° cl \ § \k§ k \ 0z ° e r o E k V 4-1k a o ® 4-1 § �C k: 7 k k \ \ § E / km 12 2 b f o a ❑ $ / 2 / § k�z/2 ƒ/ e c ® 0) 2 & 0 [ Q -- [ ^ 2 \ 0 e ® § � « co : q \ 2 22�% 5 S = E � \ k 000 t 0. % Cu f ° f A ° m f k� > § k -02 m �&- s \ 7 t E t $ g / - / k @ -03 / 41 § C t o ' ) m S CL @ / n � a � - \f Q W / CL \/ 72 \� CL k ce k\ kK \� 5� \k \� k® \\ & r fk 7 ƒ (D � 0 ¥ 2 � .5 cm c ■ ■ z O ¢ � / ■ v State of Califomla—Department of General Serrlces Procurement DMsbn GSPD-05-105(REV MWro Instructions BIDDER DECLARATION Instructions AN prime bidders (the firm submitting the bid) must complete the B)dder Declaration. U. i.b. Identify all current certifications Issued by the State ofCalifomia- Ifthe prime bidderhas no CalNomia certifiatlon(s),dleck the line bbewhione'andproceed to hem t2 If the prime bidder possesses one or more ofthefaiiea4ng certification;enter the applicable c0fication(s) on the ire; Mkrotusirless (MB) Small mom (SB) NonprefitIfeteran Service Agency (NYSA) Disabled Yeteran Business Enterprise (DM Mark ehha"Wor'WtD identlfy whether subcontractors %rill be used for the contract If the fespame Is 'No,proceedto Item tfl c. If"Yes", enter on the line the distinct element ofworkcontained In the contact to be performed a the goods to be provided by the prime bidder. Do riot include goods orservices to be provided by subcontractors. Bidden certified as MR, 54NVSA,arW7or DYBE must provideacommeraally useful function as defined in Military and Veterans Code Secft 999 forMB and Government Code Section 14837(d)(4)(A) fur Small/ mdrolusinesses. Bids must propose that certified bidders provide acommerdalyuseful function for the resulting contract or the bid vnll be deemed non -responsive and rejected by the State. forquestions regarding the solidtation, contact theprocurementofficial Identified fn the mlidadon. Note:Asabcon actorisauyperson,firm,corporation, orwMizationcsntacdngtoperform partofthe prknes centract. 1.c. ThisitemisodytobecompletedbybusksessescertifiedbyCalfomlaasaDYBE. (1) Declare whether the prime bidderIsabrokeroragentbymarldngekher"Yes'ar"No:TheMilitaryand Veterans Code 5ecdon 999.2 (b) defines'brokef" or'agereasa cafiNed DVBE contractor or subcon- tractor that does not have title, possession, control, and risk ofloss ofmatedab suloles,servim%or equipment provided to an awarding department urdessslueormoreofthedisabledveteanowners has at least5l-percent ownership of the quantity and value ofthe materials, supplies, servkes and of each piece ofequipment "Wed under the contract (2) Nbidding refalegsdpmem,markeitherYes"or'lietoiderolithe pdmebiddaawmatleast 51% ofthe equipment provided (quanthyand value). Ifnotbidding natal equipment, mark`NIN Wnot applicable..' 2. Nnosubcomactorsareproposeddonot complete the table. Readthecertihatianatthebottomofthe form and canplete'Page_of— oatheform. Nsubawactors will be used, complete the table listing all subcontractors. If necessary, attach additional pages and completethe'Page —of—'accordingly. 2.(cootfnued) Column labels SubcontracterMmm,COW PwwPAan Nwt&er&FozN=W—List each element forall subcontractors. SubcontructerAddress& EmOAddress—Enterthe address and lfavaiable,an Emal addrm CA fffWrodaa (142, 054 PlWorNow)—If thesubcontactor possessesa convent State of California r2(atlon(s),verlfyon&swebsite(vnvw.eommre.od.dCLa.=0. War*performeda►goodsM Wedfortbfreontmct—ldffT*thedlAnctelementofworkcontained in the contract to be performed or die goods to be provided by each subcontractor. Certified subcontractors must provide a commerclaIN useful function for thecontracL (see paragraph lbabove for code dtallons regarding the definition ofcorrmercially useful funcft) Na certified submtractorIs fathersubcontract- ing a greater portion of the work or goods provided forthe resulting contract than would be expected by normal industry practices, attach a separate sheet of paper explain Ing thesfdraUL forme+rr ft %ofbWPrfae—Enter the comsi ordrig peromge of the total bit price for the goods and/or services to be provided by each subcontractor. Do notamer a dollar amount. 6oudSteAVt—Rrnldearesponse for each subcontractorllsted.Erlereither'Yes or'Wtobcdate that the prime bidder hasvedfied that the subcontractors) is in good standing for all ofthe following: • PossessessmNdNcense(s)faarryikense()orpermits required bythe sdkiatimo*" N a corporation, the companyisqualfied to do husinessin California and designated by6*State of Callfomia Secretary of State tobe ion good standing Possesses valid State of California ceoffiatkxu(s) Ndaimi g MB, SB,NYSA and/or DYBEstatus 5196RerrtofT—TMspertains totheapplicabBNyofressalequipment. Basedon the faibwingparameter, enter ehher"NIX (not appliabie),'Yes'or1 or for each subcontractor listed. Erla'WVffttw Subcontractor is NOT a DYBE (regardless ofwhetheror not rental equipment isprorided by the subcontractor) or Subcoma IsNOrprovidingRWIequipment(regardlessofwhetherornotsubcontractorisa DYKE) Entet'Yes'Bthe subcontractorfsa California certified DVBE providing rental equipment and the subcvnttactorovms at least 51% ofthe renal equipment (quantity and value) it Will be pravldbg fa the contract EnterWifthe subcontwor Is a falifomla cer)fied DYBE providing rental equipment but the sub- camactordoesNOT own at least 51% ofthe radial equipment (quantity and vale) It will be providing. Read the certification at the bottom of the page and accordiefjy. SUPPORTING DOCUMENTS Q CALIFORNIA High -Speed Rail Authority July 15, 2016 BOARD MEMBERS Carlos Fandino, City Administrator Dan Richard City of Vernon CHAIR 4305 S. Santa Fe Avenue Thomas Richards Vernon, California 90058 VICE CHAIR Lou Correa Dear Mr. Fandino: QKX-.e- i 7irr . Daniel Curtin Enclosed is Agreement HSR15-191, City of Vernon, with the California High -Speed Rail Bonnie Lowenthal Authority. The original and all copies of the Agreement must be individually signed and dated in blue ink where indicated in the lower left hand comer above the name of the Lorraine Paskett Contractor. Michael Rossi Complete the following item(s) and return to Andrea Mack, California High -Speed Lynn Schenk Rail Authority, 770 L Street, Suite 620, MS 3, Sacramento, CA 95814. Standard Agreement (STD 213). Sign the first page of the Standard Agreement Jeff Morales package (STD 213) and the additional three (3) face -page STD 213 copies CHIEF EXECUTIVE OFFICER enclosed, and return for further processing. Contractor Certification Clauses (CCC). The CCC package contains clauses and conditions that may apply to your agreement and to persons doing business with the State of California. The CCC will be kept on file in a central location / and must be renewed every three (3) years and updated as changes occur. It is available on the Internet site referenced in paragraph one above. Please sign ccC, and return the first page of the current CCC. Failure to do so will prohibit the State of California from doing business with your company. Standard 204 Payee Data Record (STD 204). Please complete and sign the STD 204 Payee Data Record. v EMURRow"'R' GOVERNOR G Bidder Declaration (GSPD-05-105). The Authority must be made aware of all subcontractors by use of the Bidder Declaration. If applicable, the prime consultant must complete and return the Bidder Declaration to be kept on file. Please answer all questions in Section 1. In the event that subcontractors will be utilized in the contract, please list all subcontractors and their participation in 770 L Street, Suite 620, Sacramento, CA 95814 • T: (916) 324-1541 • F: (916) 322-0827 • www.har.ca.gov Carlos Fandino, City Administrator City of Vernon Page 2 of 2 Section 2, including their name, contact information, certifications, and work performed or goods provided for the contract. Please see page two of the Bidder Declaration for further instruction. All copies of the signed agreement must be returned to this office no later than Friday, July 29, 2016 The Agreement cannot be considered binding on either party until approved by appropriate authorized State agencies. Services should not be extended prior to approval, as the State is not obligated to make any payments on any Agreement prior to final approval. A copy of the fully approved Agreement will be returned to you. If you do not receive your copy of the approved Agreement or if you have any questions, please call this office or the Contract Manager Michelle Boehm at (213) 3084507 or email at Michelle.Boehm@hsr.ca.gov. Thank you for your expeditious handling of this Agreement. Please return all documents to my attention. Z Andrea Mack Contracts Analyst (916)403-6925 Enclosures: 1 STD 213 Standard Agreements 3 STD 213 Standard Agreements (face -page) 1 CCC 307 Contractor Certification Clauses 1 STD 204 Payee Data Record 1 GSPD-05-105 Bidder Declaration