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Agenda Report - May 5, 2021 C-14
AGENDA ITEM • C 1-rY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Master Agreement with San Joaquin Council of Governments for Grant and Project Management Services for Lodi Greenline Feasibility Study SB1 Planning Grant MEETING DATE: May 5, 2021 PREPARED BY: Public Works Director C-14 RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Master Agreement with San Joaquin Council of Governments for grant and project management services for Lodi Greenline Feasibility Study SB1 Planning Grant. BACKGROUND INFORMATION: The City of Lodi, with support from Bike Lodi, submitted an application for the CalTrans Sustainable Transportation Planning Grant to obtain funding for conducting the Lodi Greenline Feasibility Study (Study). On May 17, 2019, the City received notice of the conditional grant award, in the amount of $80,750, pending a local match of $16,600, which will be accounted for in the form of staff time. The Study will produce a foundational planning document for multiple possible use scenarios for a currently disused 1.75 -mile railroad spur line, The study will evaluate both a "rail -with -trail" and a "rail -to - trail" development of the right-of-way to connect key outdoor recreational, educational, civic, and commercial centers in the City. Due to current workload, Staff cannot support the project management tasks associated with overseeing the Study. The San Joaquin Council of Governments (SJCOG) has graciously proposed to act as Sub - Grantee to the City of Lodi to provide the grant and project management services needed to complete the Study. In order to perform these services, SJCOG has requested the City enter into a master agreement outlining the City's obligation to reimburse SJCOG for their services rendered from the grant proceeds. Staff recommends authorizing City Manager to execute Master Agreement with San Joaquin Council of Governments for grant and project management services for Lodi Greenline Feasibility Study SB1 Planning Grant. FISCAL IMPACT: Not applicable. FUNDING AVAILABLE: Not applicable. Charles E. Swimley, Jr. Public Works Director CES/CESttc APPROVED: Stephen Schwabau ity Manager I%Gy�flIV921 NCli.VO21LC Grfleolige PM Se jces.doc 4/22/2021 MASTER AGREEMENT BETWEEN THE SAN JOAQUIN COUNCIL OF GOVERNMENTS AND CITY OF LODI GRANT AND PROJECT MANAGEMENT SERVICES FOR LODI GREENLINE FEASIBILITY STUDY Sia 1 PLANNING GRANT MASTER AGREEMENT BETWEEN THE SAN JOAQUIN COUNCIL OF GOVERNMENTS AND CITY OF LODI This AGREEMENT (hereinafter "Agreement"), effective as of March 1, 2021 is made and entered into by and between SAN JOAQUIN COUNCIL OF GOVERNMENTS a Joint Powers Authority established under California Government Code section 6500 et seq. (hereinafter "SJCOG") and, CITY OF LODI; I. Witnesseth WHEREAS, the City of Lodi was awarded a Sustainable Transportation Planning Grant (hereinafter "Grant") from the Califronia Department of Transportation (Caltrans) in the FY 19/20 planning cycle for completion of the Lodi Greenline Feasibility Study; and WHEREAS, on March 5, 2021 Caltrans approved an amendment to Grant, approving SJCOG as a Sub -Grantee on the Grant (Exhibit C); and WHEREAS, SJCOG, as the Sub -Grantee to the City of Lodi, agrees to provide grant and project management services to the City of Lodi in completion of the Lodi Greenline Feasibility Study and to abide by the terms and conditions of the original Sustainable Communities Grants Restricted Grant Agreement (RGA) between City of Lodi and Caltrans, dated November 21, 2019 (Exhbit D); and NOW, THEREFORE: The parties hereto do mutually agree as follows: This Agreement is fully comprised of these terms and the attached exhibits which are incorporated herein by reference. The exhibits attached to this Agreement are: Exhibit A — Project Scope and Deliverables Exhibit B — Project Budget and Schedule Exhibit C — Grant Amendment Exhibit D — Original Signed RGA II. Statement of Work Subject to the terms and conditions set forth in this Agreement, SJCOG shall conduct the scope of work described in Exhibit "A," in accordance with the provisions contained in Exhibit "A," and according to the schedule and budget identified in Exhibit `B." SJCOG shall not be compensated for services outside the scope of Exhibit "A" unless otherwise agreed upon pursuant to Section VI of this Agreement. 1 III. Pr eject Managers During the performance of this Agreement, the representative project managers for SJCOG and City of Lodi will be: SJCOG: HAILEY LANG, ASSOCIATE REGIONAL PLANNER CITY OF LODI: CHARLES E. SWIMLEY JR, DIRECTOR OF PUBLIC WORKS IV. Term Time is of the essence in this Agreement. The term of this Agreement is MARCH 1, 2021 through JUNE 30, 2022. The various phases involved in this project shall be completed as indicated in Exhibit "B", Schedule and Budget. However, SJCOG shall not be responsible for delays caused by acts of God, agency reviews or delays from third parties. V. Assignability SJCOG shall not assign any interest in this Agreement, and shall not transfer the same, without the prior written consent of CITY OF LODI. VI. Modification of Agreement No alteration, modification or deviation of the terms of this Agreement shall be valid unless made in writing and signed by both parties. No oral understanding or agreement not incorporated herein, shall be binding on any of the parties. CITY OF LODI may request, at any time, amendments to this Agreement and will notify SJCOG in writing regarding changes. Upon a minimum of ten (10) days notice, SJCOG shall determine the impact on both time and compensation of such changes and notify CITY OF LODI in writing. Upon agreement between SJCOG and CITY OF LODI as to the extent of these impacts on time and compensation, an amendment to this Agreement shall be prepared describing such changes. Such amendments shall be binding on the parties if signed by SJCOG and CITY OF LODI, and shall be effective as of the date of the amending document unless otherwise indicated. VII. Costs and Reimbursements A. Maximum Agreement Amount/Budget Amendments 2 The total sum billed under this Agreement shall not exceed NINETY-SEVEN, THREE HUNDRED FIFTY THOUSAND DOLLARS ($97,350), including all costs, overhead, and fixed fee expenses. Such billings, up to the specified amount, shall constitute full and complete reimbursement for SJCOG'S work. CITY OF LODI shall reimburse SJCOG for services rendered pursuant to this Agreement in accordance with the provisions contained in Exhibit "A." The payments specified in Exhibit "B" shall be the only payments to be made to SJCOG for the services rendered pursuant to this Agreement unless otherwise agreed pursuant to Section VI. B. Progress Payments SJCOG shall invoice CITY OF LODI every month for services performed during the month's period. Supporting documentation on all expenses is required. SJCOG shall be paid following the receipt and approval of each invoice by CITY OF LODI. Progress payment invoices shall be numbered sequentially and identify the total Agreement amount, amount previously invoiced, current invoice, and remaining available amounts. A progress report describing the work performed needs to accompany each invoice C. Billing Format and Content Requisitions for payment shall refer to CITY OF LODI GREENLINE FEASIBILITY STUDY, or as may be specified in a written notice by CITY OF LODI. All billings shall be in the same format as Exhibit `B." Specific budget category detail is given below: 1. Hourly Labor Rates: This project will be billed on a time and materials basis using fixed billing rates, up to the Agreement maximum. All labor charges shall be billed on an hourly rate basis by class of employee, rate per hour and number of hours. (Anticipated personnel cost -of -living or merit increases, if any, should be reflected in the budget). 2. Subconsultant/Subcontractor Charges: All subconsultant/subcontractor billings (as applicable) shall identify the name of the subconsultant/subcontractor, the amount of work performed (as categorized in the budget), the reimbursement rate, the total amount billed, and the date and amount paid by Consultant. A copy of the sub consultant's invoice is required. 3. Overhead: All overhead shall be included in the fixed billing rate. 4. Direct Costs: All direct costs billed shall be specifically identified. Any travel costs shall not exceed the per diem and mileage rates payable to SJCOG employees. Any direct costs not specifically identified in the Agreement budget cannot be reimbursed. 5. Fixed Fee: A fixed fee on labor shall be included in fixed billing rate. D. Allowable Costs and Documentation 3 All costs charged to this Agreement by SJCOG shall be supported by properly executed payrolls, time records, invoices, and vouchers, evidencing in proper detail the nature and propriety of the charges. These records shall be maintained by SJCOG for three years after CITY OF LODI makes final payment under this Agreement and shall be made available upon the request of CITY OF LODI. E. Final Billing Final billing shall be received by CITY OF LODI no later than MARCH 31, 2022, to ensure CITY OF LODI provides final invoicing and reporting to CALTRANS before the grant expenditure deadline of APRIL 28, 2022. This Agreement will be closed no later than 90 days following the end date of this Agreement. VIII. Progress Reports SJCOG shall submit written progress reports with each invoice and shall specify, by task, the percentage of work completed to date and since the date of the preceding invoice, if any. The progress reports shall describe the status of work performed as identified in Exhibit "A." The purpose of the reports is to allow CITY OF LODI to determine if SJCOG is completing the activities identified in Exhibit "A" in accordance with the agreed upon schedule, and to afford occasions for airing difficulties or special problems encountered so remedies can be developed. CITY OF LODI'S Project Manager shall meet with SJCOG's Project Manager, as identified under Section III, as needed to discuss work progress. IX. Inspection of Work SJCOG, and any subcontractors, shall permit CITY OF LODI the opportunity to review and inspect the project activities at all reasonable times during the performance period of this Agreement including review and inspection on a daily basis. X. Staffln� There shall be no change in SJCOG' S Project Manager, or members of the project team, without prior written approval by CITY OF LODI. The Proj ect Manager shall be responsible for keeping CITY OF LODI informed of the progress of the work and shall be available for meetings with CITY OF LODI City Council, and its formal committees. XI. Subcontracting SJCOG shall perform the work with resources available within its own organization, unless otherwise specified in this Agreement. No portion of the work included in this Agreement shall be subcontracted except as identified in Exhibit "A" of this Agreement, or with written authorization by SJCOG. All authorized subcontracts shall contain the same applicable El provisions specified in this Agreement. XII. Termination of Agreement A. Termination by CITY OF LODI CITY OF LODI may terminate or suspend this Agreement at any time by giving written notice to SJCOG of such termination, and the effective termination date, at least thirty (30) days before the effective date of such termination. In such event, all finished or unfinished documents and other materials pertaining to this Agreement shall become the property of CITY OF LODI. If this Agreement is terminated by CITY OF LODI, as provided herein, SJCOG shall be reimbursed for billings incurred prior to the termination date, in accordance with the cost provisions of this Agreement. B. Termination for Cause If SJCOG shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if SJCOG violates any of the covenants, provisions, or stipulations of this Agreement, CITY OF LODI shall thereupon have the rights to terminate the Agreement by giving not less than ten (10) days written notice to SJCOG of the intent to terminate and specifying the effective date thereof. CITY OF LODI shall provide an opportunity for consultation with SJCOG prior to termination. In such an event, all finished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by SJCOG under this Agreement shall become properties of CITY OF LODI. If CITY OF LODI terminates this Agreement, SJCOG shall immediately suspend its activities under this Agreement, as specified in such notice. SJCOG shall promptly deliver to CITY OF LODI copies of all information prepared pursuant to this Agreement. SJCOG shall be entitled to receive compensation for all satisfactory work completed prior to the effective date of termination. XIII. Prevailing Wage and Compliance with Laws Rules and Re ulations A. Compliance With All Applicable Laws All services performed by SJCOG pursuant to this Agreement shall be performed in accordance and full compliance with all applicable state or local statutes, rules, and regulations. This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code section 1770 et seq. B. Pay Prevailing Wage Pursuant to section 1770 et seq. of the California Labor Code, SJCOG and any subcontractor shall pay not less than the prevailing wage. A determination of the general prevailing rates of per diem wages and holiday and overtime work where the work is to be performed is available for review upon request at the SJCOG offices. The General Prevailing Wage Determinations and 5 the General Prevailing Wage Apprentice Schedules made by the Director of Industrial Relations are also now available on the Internet at www.dir.caa.gov. SJCOG shall post one copy of the prevailing rates of wages at the job site. SJCOG shall forfeit as penalty to CITY OF LODI the sum of up to fifty dollars ($50.00) for each calendar day or portion thereof, and for each worker, including subcontractors' workers, paid less than the prevailing rates under the Agreement. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the SJCOG as provided in section 1775 of the California Labor Code. C. Work Day Eight (8) hours labor constitutes a legal day's work. Workers shall be paid at a rate of one and one-half times the basic rate of pay for work in excess of eight (8) hours during a calendar day or forty hours during a calendar week of the foregoing hours. SJCOG shall keep and make available an accurate record showing the name of each worker and hours worked each day and each week by each worker. As a penalty, SJCOG shall forfeit fifty dollars ($50.00) for each worker, including subcontractors' workers, for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week without being paid the wages required by Labor Code Section 1815. D. Income Tax Forms SJCOG shall issue W-2 forms or the forms as required by law for income and employment tax purposes for all of SJCOG' S assigned personnel. E. Payroll Record Keeping SJCOG shall also comply with the payroll record keeping requirements of Section 1776 of the California Labor Code and shall be responsible for each subcontractor complying with the requirements of the California Labor Code sections 1770 et seq. XIV. Standard of Performance SJCOG shall perform all services required pursuant to this Agreement in the manner according to the standards currently observed by a competent practitioner of SJCOG's profession in California. All products of whatsoever nature which SJCOG delivers to the CITY OF LODI pursuant to this Agreement shall be prepared in a professional manner and conform to the standards to quality normally observed by a person currently practicing in SJCOG's profession. SJCOG shall assign only competent personnel to perform. :1 XV. Conflict of Interest A. Independent Capacity SJCOG and the agents and employees of SJCOG, shall act in an independent capacity in the performance of this Agreement, and not as officers, employees or agents of CITY OF LODI. No officer, member, or employee of CITY OF LODI or other public official of the governing body of the locality or localities in which the work pursuant to this Agreement is being carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the aforesaid work shall: 1. Participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or 2. Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his or her tenure or for one year thereafter. B. Covenant of No Interest SJCOG hereby covenants that it has, at the time of the execution of this Agreement, no interest, and that it shall not knowingly acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed pursuant to this Agreement. SJCOG further covenants that in the performance of this work, no person having any such interest shall be employed. XVI. Contingency Fees SJCOG 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 contingency fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by SJCOG for the purpose of securing business. For breach or violation of this warranty, CITY OF LODI has the right to terminate this Agreement without liability allowing payment only for the value of the work actually performed, or to deduct from the Agreement price, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee. XVII. Documentation SJCOG shall document the results of all work to the satisfaction of CITY OF LODI. This may include, but not be limited to, preparation of progress and final reports, calculations, plans, specifications, estimates, evaluations, and other records. VA XVIII. Ownership of Documents Aerial photos, topographic mapping, tracings, plans, specifications, as -built plans, electronic files, technical data, evaluations, and all other documents prepared, assembled, or obtained by the SJCOG under this Agreement shall be delivered to and become properties of CITY OF LODI upon completion of the work pursuant to this Agreement. The basic survey notes and sketches, aerial photos, topographic maps, charts, computations and other data assembled and prepared under this Agreement shall be made available, at any time, upon request to CITY OF LODI without restriction or limitation on their use. XIX. Copyrights SJCOG shall not have copyrights of reports or products of this Agreement. XX. Publication A. Written Approval of CITY OF LODI No report, information, or other data given to or prepared or assembled by SJCOG pursuant to this Agreement, shall be made available to any individual or organization by SJCOG without the prior written approval of CITY OF LODI. B. Acknowledge CITY OF LODI Any and all reports published by SJCOG shall acknowledge that it was prepared in cooperation with CITY OF LODI. Articles, reports, or works reporting on the work provided for herein or on portions thereof which are published by SJCOG shall contain in the forward, preface, or footnote the following statement: "The contents of this report reflect the views of the author who is responsible for the facts and the accuracy of the data presented herein. The contents do not necessarily reflect the official views or policies of the City of Lodi. This report does not constitute a standard, specification, or regulation." XXI. Disputes Except as otherwise provided in this Agreement, any dispute concerning a question of fact which is not disposed of by mutual agreement shall be decided by a court of competent jurisdiction in California. XXII. Hold Harmless SJCOG agrees to indemnify, defend (upon request of CITY OF LODI) and hold harmless CITY OF LODI, its officers, agents and employees from any and all actions, causes of action, claims, demands, costs, liabilities, judgments, penalties, losses, damages and expenses of whatsoever kind and nature (including attorney's fees) for injuries to or death of any person or persons, or damage to property of third persons to the extent caused by the negligent acts, errors or omissions, recklessness, or willful misconduct of the SJCOG, its subcontractors, subconsultants or agents, and their respective employees in the performance of the work to be provided pursuant to this Agreement. Notwithstanding the foregoing, SJCOG has no obligation to defend or pay CITY OF LODI's defense costs incurred prior to a final determination of liability as determined by a court of competent jurisdiction. XXIII. Insurance On or before beginning any of the services or work called for by any term of this Agreement, SJCOG, at its own cost and expense, shall procure, carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to CITY OF LODI the insurance specified in subsections A through C below with insurers and under forms of insurance satisfactory in all respects to the CITY OF LODI. SJCOG shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CITY OF LODI has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution. A. Workers' Compensation SJCOG shall, at SJCOG's sole cost and expense, procure and maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by SJCOG. Said Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than the amount required by law. In the alternative, SJCOG may rely on a self-insurance program to meet these requirements provided that the program of self-insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or SJCOG, if a program of self- insurance is provided, shall waive all rights of subrogation against CITY OF LODI for loss arising from work performed under this Agreement. In signing this CONTRACT, SJCOG certifies under section 1861 of the California Labor Code that Consultant is aware of the Workers Compensation provisions contained in section 3700 et seq. of the Labor Code. B. Commercial General and Automobile Liability Insurance SJCOG, at SJCOG's own cost and expense, shall procure and maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than One Million Dollars ($1,000,000) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability 0J Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) and Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (any auto). Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: 1. CITY OF LODI, its officers, employees, agents, and volunteers are to be covered as an additional insured with respect to each of the following: liability arising out of activities performed by or on behalf of SJCOG, including the insider's general supervision of SJCOG; products and completed operations of SJCOG; premises owned, occupied or used by SJCOG. The coverage shall contain no special limitations on the scope of protection afforded to CITY OF LODI, its officers, employees, agents, or volunteers. 2. The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis. 3. An endorsement must state that coverage is primary insurance and that no other insurance affected by CITY OF LODI shall be called upon to contribute to a loss under the coverage. 4. Any failure of SJCOG to comply with reporting provisions of the policy shall not affect coverage provided to CITY OF LODI and its officers, employees, agents, and volunteers. 5. Insurance is to be placed with California -admitted insurers with a Best's rating of no less than A: VII. 6. Notice of cancellation or non -renewal must be received by CITY OF LODI at least thirty days prior to such change. C. Professional Liability Insurance SJCOG, at SJCOG's own cost and expense, shall procure and maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than One Million Dollars ($1,000,000) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, 10 as follows: 1. Any deductible or self-insured retention shall not exceed $150,000 per claim. 2. Notice of cancellation, material change, or non -renewal must be received by CITY OF LODI at least thirty days prior to such change and shall be included in the coverage or added as an endorsement to the policy. 3. The policy must contain a cross liability or severability of interest clause. 4. The following provisions shall apply if the professional liability coverage's are written on a claims made form: a) The retroactive date of the policy must be shown and must be before the date of the Agreement. b) Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c) If coverage is canceled or not renewed and it is not replaced with other claims made policy form with a retroactive date that precedes the date of this Agreement, SJCOG must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. CITY OF LODI shall have the right to exercise at the SJCOG's cost, any extended reporting provisions of the policy should the SJCOG cancel or not renew the coverage. d) A copy of the claim reporting requirements must be submitted to CITY OF LODI prior to the commencement of any work under this Agreement. D. Deductibles and Self -Insured Retentions SJCOG shall disclose the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, upon express written authorization CITY OF LODI's Project Manager, SJCOG may increase such deductibles or self-insured retentions with respect to CITY OF LODI, its officers, employees, agents, and volunteers. E. Notice of Reduction in Coverage In the event that any coverage required under subsections A, B, or C of this section of the Agreement is reduced, limited, or materially affected in any other manner, SJCOG shall provide written notice to CITY OF LODI at SJCOG's earliest possible opportunity and in no case later than five days after SJCOG is notified of the change in coverage. 11 F. Additional and Alternative Remedies In addition to any other remedies CITY OF LODI may have if SJCOG fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY OF LODI may, at its sole option: 1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; 2. Order SJCOG to stop work under this Agreement or withhold any payment which becomes due to SJCOG hereunder, or both stop work and withhold any payment, until SJCOG demonstrates compliance with the requirements hereof, 3. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies CITY OF LODI may have and is not the exclusive remedy for SJCOG`s breach. XXIV. Equal Employment Opportunity/Nondiscrimination SJCOG shall comply with Title VI of the Civil Rights Act of 1964, as amended, and with the provisions contained in Title 49, Code of Federal Regulations (CFR), Part 21 through Appendix C and 23 CFR 170.405(b). During the performance of this Agreement, SJCOG, for itself, its assignees and successors in interest, agrees as follows: A. Compliance with Regulations SJCOG shall comply with the regulations relative to nondiscrimination in federally -assisted programs of the United States Department of Transportation (hereinafter "DOT") 49 CFR 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. B. Nondiscrimination SJCOG, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, religion, color, disability, sex, age or national origin in the selection or retention of subcontractors, including procurements of materials and leases of equipment. SJCOG 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. C. Solicitations for Subcontractors, including Procurements of Materials and Equipment 12 On all solicitations, either by competitive bidding or negotiations made by SJCOG for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by SJCOG of SJCOG's obligations under this Agreement, and the Regulations relative to nondiscrimination on the grounds of race, religion, color, disability, sex, age or national origin. D. Information and Reports SJCOG shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by CITY OF LODI to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of SJCOG is in the exclusive possession of another who fails or refuses to furnish this information, SJCOG shall so certify to CITY OF LODI, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of SJCOG's noncompliance with the nondiscrimination provisions of this Agreement, CITY OF LODI shall impose such sanctions as it may determine to be appropriate, including, but not limited to: 1. Withholding of payments to SJCOG under this Agreement until SJCOG complies; and/or 2. Cancellation, termination or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions SJCOG shall include the provisions of subsections A through F of this section in every subcontract, including procurements of materials and leases of equipment, unless exempt from the regulations, or directives issued pursuant thereto. SJCOG shall take such action with respect to any subcontract or procurement as CITY OF LODI may direct as a means of enforcing such provisions including sanctions for noncompliance. However, in the event SJCOG becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, SJCOG may request CITY OF LODI to enter into such litigation to protect the interests of CITY OF LODI. XXV. Disadvantaged Business Enterprise (DBE) The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract, or in the administration of its DBE Program, or the requirements of 49 CFR, Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. The recipient's DBE Program, as required by 49 CFR, 13 Part 26 as approved by DOT, 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 program, the Department may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.) Directory This project is subject to a combination race-neutral/race conscious requirements. Please refer to the following website for assistance. http://www.dot.ca.gov/obeo/index.html Contract Goal By race -neutral means (a term that includes gender neutrality for purposes of this rule), DOT means outreach, technical assistance, procurement process modification, etc. -measures that can be used to increase opportunities for all small businesses, not just DBEs, and do not involve setting specific goals for the use of DBEs on individual contracts. By race -conscious means a goal is set if CITY OF LODI is unable to meet the DBE participation level under race -neutral means. Good Faith Efforts The DBE policy requires contractors to follow Good Faith Effort Guidelines; however, they are limited to UDBEs. UDBEs are limited to these certified DBEs that are owned and controlled by African Americans, Native Americans, Women, and Asian=Pacific-Americans. Contract Assurance SJCOG, contractorS or subcontractors shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of DOT -assisted procurement and contracts of products and services contracts. Failure by the SJCOG 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 recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non -responsible. Prompt Payment 14 Prompt Pro cess Pa ment to Subcontractors SJCOG requires contractors and subcontractors to be timely paid as set forth in Section 7108.5 of the California Business and Professions Code concerning prompt payment to subcontractors. The 10 -days is applicable unless a longer period is agreed to in writing. Any delay or postponement of payment over 30 days may take place only for good cause and with the agency's prior written approval. Any violation of Section 7108.5 shall subject the violating contractor or subcontractor to the penalties, sanctions, and other remedies of that Section. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor, deficient subcontractor performance, and/or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors. Prompt Pa ent of Withheld Funds to Subcontractors SJCOG requires prompt and full payment of retainage from the prime contractor to the subcontractor within thirty (30) days after the subcontractor's work is satisfactorily completed and accepted. This shall be accompanied with the following provisions: The agency shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the agency of the contract work and pay retainage to the prime contractor based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from all subcontractors within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of -portions of the contract work by the agency. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subject the violating prime contractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the SJCOG or Subcontractor in the event of a dispute involving late payment or nonpayment by the SJCOG, deficient subcontractor performance, and/or noncompliance by a Subcontractor. This clause applies to both DBE and non -DBE Subcontractors. XXVI. Audits At any time during normal business hours, and as often as CITY OF LODI may deem necessary, SJCOG shall make available for examination all of its records with respect to all matters covered by this Agreement for purposes of audit, examination, or to make copies or transcripts of such records, including, but not limited to, contracts, invoices, material, payrolls, personnel records, conditions of employment and other data relating to all matters covered by this Agreement. Such records shall be retained and access to the facilities and premises of SJCOG shall be made 15 available during the period of performance of this Agreement, and for three years after CITY OF LODI makes final payment under this Agreement. XXVII. Clean Air Act/Clean Water Act Re uirements SJCOG, in carrying out the requirements of this Agreement, shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 1857[h]), Section 508 of the Clean Water Act (33 USC 1368), Presidential Executive Order 11738, and those Environmental Protection Agency regulations contained in 40 CFR Part 15. 16 XXVIII. A reement Cam letion Retainer No amount shall be retained from all Agreement billings. XXIX. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Primary Covered Transactions This contract is a covered transaction for purposes of 49 CFR Part 29. As such, SJCIOG is required to verify that none of the contractors, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. SJCOG is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by CITY OF LODI. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to CITY OF LODI, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. XXX. CLEAN WATER SJCOG agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The SJCOG agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. XXXI. CLEAN AIR SJCOG agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . SJCOG agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. XXXII. Attorney's Fees In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to an 17 award against the other party of reasonable attorney's fees and costs incurred in connection with the dispute. The venue for any litigation shall be San Joaquin County, California. XXXIII. Notice Any notice or notices required or permitted to be given pursuant to this Agreement may be personally served on the other party by the party giving such notice, or may be served by certified mail, return receipt requested, to the following address: For SJCOG: Ms. Diane Nguyen, AICP Executive Director San Joaquin Council of Governments 555 East Weber Avenue Stockton, CA 95202 For CITY OF LODI: Mr. Steve Schwabauer City Manager City of Lodi 221 West Pine Street Lodi, CA. 95240 XXXIV. Captions and Pronouns The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s). XXXV. Cumulative Remedies Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any of all of such other rights, powers or 18 remedies. XXXVI. Enforceability If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. XXXVII. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the SJCOG and CITY OF LODI have executed this Agreement as of the day and year first above written. Diane Nguyen, Executive Director San Joaquin Council of Governments Approved: Steve Dial, Deputy Executive Director/CFO San Joaquin Council of Governments Steve Schwabauer CITY OF LODI Approved as to Form: JANICE D. MAGDICH City Attomey 19 Exhibit A Lodi Greenline Feasibility Study Scope of Work General Description of City of Lodi (Grantee) and SJCOG (Sub -Grantee) Responsibilities under Scope of Work: Grantee Will: « Meet with SJCOG staff as needed at critical decision points in the project timeline • Provide review and input to key deliverables of the study Participate in and/or promote outreach activities as appropriate • Coordinate/conduct meetings with City committees and council • Review and submit SJCOG prepared progress reports and invoicing to Caltrans Sub -Grantee Will: Provide general grant management and project management services, to include: • Consultant selection and oversight (to include direct contracting with consultant and invoice review/payment, regular project team meetings) ■ Coordinate outreach activities with Bike Lodi, the consultant, and City staff • Review, coordinate, and provide input to key deliverables • Prepare quarterly grant invoicing and progress reporting for City of Lodi to review and submit to Caltrans Specific scope of work/tasks and responsible parties under each task are further outlined below: Introduction and Background The City of Lodi's (City's) Lodi Greenline Feasibility Study will produce a foundational planning document for multiple possible use scenarios for a currently disused 1.75 mile railroad spur line. The study will evaluate both a "rail -with -trail" and a "rail -to -trail" development of the right-of-way to connect key outdoor recreational, educational, civic, and commercial centers in the City. The City intends to gather public input through several community meetings, as well as through ongoing community-based organization outreach and support, resulting in the key deliverable of a feasibility study prepared by an outside consultant. The City desires to use the final document to prepare to develop and implement one of the studied paths. The proposed trail benefits three of the most disadvantaged census tracts in California according to CalEnviroScreen 3.0. Two tracts are within the 85-90% percentile, while the third falls within the 80-85% percentile. The proposed multimodal trail would directly connect these neighborhoods with Lodi Lake and the Lodi Lake Wilderness Area, regionally -attractive outdoor recreational areas. These amenities are not currently serviced by bicycle lanes or a safe, direct connection to these communities. Moreover, more than 40 percent of the proposed trail's length runs along a low to moderate income census tract where the median household income is less than 80% of the statewide median. Overall, the proposed feasibility study will explore how the trail can knit together these communities with the downtown commercial cores of Lodi and Woodbridge, recreational opportunities, and nearby elementary and middle schools. This Scope of Work describes the anticipated overall process as well as the deliverables and responsible party for each subtask. Responsible Parties The City, with the assistance of the San Joaquin Council of Governments (SJCOG), a consulting firm, Bike Lodi, and community-based organizations, will perform this work. SJCOG, as a sub -grantee, will serve in the project management and coordination role on behalf of the City of Lodi. A consulting firm has not yet been selected, but one will be chosen through a competitive Request for Proposals process, led by SJCOG and in consultation with City of Lodi and Bike Lodi representatives. City staff anticipates the figures in this Scope of Work will remain materially the same over the life of the project and will not exceed the requested grant amount. Overall Project Objectives • Develop a relationship with Union Pacific regarding future use of the spur line • Generate at least a two -scenario feasibility study report on rail -with -trail and rail -to -trail options ■ Conduct public outreach regarding improving bicycle and pedestrian connectivity among the Heritage District, downtown Lodi and Woodbridge, Lodi Lake and Wilderness Area, and nearby elementary schools • Study the inclusion of additional amenities along the proposed route, including shade trees, street furniture, and lighting • Develop models for safe crossings at bisecting streets • Develop a cost estimation and possible sources of funding for each scenario Tasks Project Initiation Task 1.1: Project Kick-off Meeting • SJCOG, the City of Lodi, and the Bike Lodi liaison will hold a kick-off meeting with Caltrans staff to discuss grant procedures and project expectations for invoicing, reporting, and communicating about the project. • Responsible Party: SJCOG/City of Lodi Task 1.2: RFP for Consultant Services • SJCOG, on behalf of the City of Lodi will lead a competitive RFP process to select a consultant using the proper procurement procedures (consultant selection will involve City staff and Bike Lodi representatives). • Responsible Party: SJCOG/City of Lodi Task 1.3: Staff Coordination Monthly project team meetings with consultants to ensure good communication on in -progress and upcoming tasks and to make sure the project remains on time and within budget. Caltrans staff and the Bike Lodi liaison will be invited to the project team meetings. The City will develop a written collaboration agreement that defines respective roles, expectations, desired outcomes, and agreements for how the City, SJCOG, Bike Lodi, and the Consultant will work together. Responsible Party: SJCOG/City of Lodi Task 1.4: Invoicing • Submit complete invoice packages to Caltrans district staff based on milestone completion—at least quarterly, but no more frequently than monthly. ■ Responsible Party: City of Lodi / SJCOG Task 1.5: Quarterly Reports • Submit quarterly reports to Caltrans district staff providing a summary of project progress and grant/local match expenditures. • Responsible Party: City of Lodi / SJCOG Task Deliverable 1.1 Meeting Notes 1.2 Request for Proposals and Executed Contract 1.3 Monthly Meeting Notes, Collaboration Agreement 1.4 Invoice Packages 1.5 Quarterly Reports 2. Identify Existing Conditions Note: The report segments delivered under each subtask of this section will be synthesized into a single, final existing conditions report that gathers background data and information and identifies opportunities, constraints, and standards that should be used to guide preparation of the feasibility study, such as the existing right-of-way status and use, population characteristics, and travel projections within the City. Task 2.1: Background Document Review • This work sets the framework and context for the project. It will summarize the history, physical setting, ownership, traffic and safety, land use, and other relevant conditions based on available sources. 6 Responsible Party: Consultant / SJCOG Coordinate & Review Task 2.2: Corridor Review and Inventory This subtask Involves a field review and classification of the corridor by the consultant team, including (as needed) structural engineers, civil engineers, traffic engineers, planners, environmental specialists, and others. Using base maps, the team will identify opportunities and constraints based on the field review and a review of available plans, reports, and maps. Responsible Party: Consultant / SJCOG Coordinate & Review Task 2.3: GIS Origin -Destination Analysis • This work will examine local activity centers and usage patterns and use a trail demand model to project future usage. Responsible Party: Consultant / SJCOG Coordinate & Review Task 2.4: Appraisal and Railroad Use Analysis Consultant will obtain 2 separate appraisals from 2 separate companies for establishing market value for the UPRR corridor based on the railroad's current and anticipated usage of the corridor, while consultants with specialized expertise will define and address issues of trespassing, safety, security, and liability with respect to the City use and adjacent property owners. • Responsible Party: Consultant / SJCOG Coordinate & Review Task Deliverable Historical, Environmental, Title, Traffic & Collision, and 2.1 Land Use Segments of Existing Conditions Report 2.2 Corridor Opportunities and Constraints Segment of Existing Conditions Report 2.3 User Needs Analysis Segment of Existing Conditions Report Appraisal, Acquisition Status, and Railroad Use 2.4 Segments of Existing Conditions Report 3. Public Outreach Note: All meetings will be publicly noticed to ensure maximum attendance. All public notices will be in English and Spanish. Spanish translators and sign language interpreters will be present at all workshops. Task 3.1: Site Tour This will be a public walking tour of the corridor to introduce the project concept and grant timeline to the public. Caltrans staff will be invited to attend. • Responsible Party: Consultant/Bike Lodi/SJCOG Task 3.2: Community Workshop #1 • Walking tour and workshop. This workshop will introduce the project to the public, define project parameters, inform the community of project opportunities and constraints, and solicit opinions from the community to shape Task 3.1, Develop Feasibility Concept. • Responsible Party: Consultant/Bike Lodi/SJCOG Task 3.3: Youth Design Brainstorming • Presents feasibility concepts to community children and allows them to brainstorm and draw their visions. Continues to solicit feedback for public comments to shape Task 3.2, Draft Feasibility Study and Task 3.5, Final Feasibility Study. • Responsible Party: Bike Lodi Task 3.4: Community Workshop #2 • An interactive workshop that will use clicker technology, modeling tools, and maps to present the feasibility design concept alternatives. Continue to solicit feedback from the community to shape Task 3.2, Draft Feasibility Study and Task 3.5, Final Feasibility Study. • Responsible Parry: Consultant/Bike Lodi/SJCOG Task 3.5: Ongoing Community Engagement • Provide in -bound engagement through project website, answer media requests, support continuing outreach at community events during grant period. The Lodi Improvement Committee will have a standing item on its agenda during the grant period to receive public input. • Responsible Party: City of Lodi/Bike Lodi/SJCOG Task Deliverable 3.1 Photos, Sign -in Sheet 3.2 PowerPoint Presentation, Workshop Summary, Photos 3.3 Workshop Summary, Photos, Sketches 3.4 PowerPoint Presentation, Workshop Summary, Photos 3.5 1 Engagement data (sign -in sheets, page views, etc.), Meeting Minutes 4. Feasibility Study Task 4.1: Develop Feasibility Concept • Based on the existing conditions report and the community input from Workshop #1, a feasibility concept will be developed. The concept report will discuss barriers, challenges, and opportunities as applicable to both trail concepts and will contain sketches of both concepts. m Responsible Party: Consultant / SJCOG Coordinate & Review Task 4.2: Draft Feasibility Study • A draft feasibility study report will be prepared based on feedback from Community Workshop #2 and other public comments. The draft will feature multiple design alternatives. Responsible Party: Consultant / SJCOG Coordinate & Review Task 4.3: Develop Cost Estimates and Identify Potential Funding Sources Estimate the cost to develop each of the two scenarios. Review and identify potential funding sources for future implementation of each. • Responsible Party: Consultant / SJCOG Coordinate & Review Task 4.4: Joint Improvement Committee, Planning, and Recreation Commission Meeting • Coordinate a joint session among the three City bodies to review the draft report and conceptual designs. Solicit feedback, respond to any questions, and resolve any critical issues. • Responsible Party: City of Lodi /Consultant Task 4.5: Final Feasibility Study • Complete the final report that addresses comments from the public and the Joint Commission Meeting. Four hard -copies and four electronic copies of the final report will be submitted to Caltrans. Credit of the financial contribution of the grant program will be credited on the cover of the report. Responsible Party: Consultant / SJCOG Coordinate & Review Task 4.6: Present Plan to City Council Present the final Feasibility Study at the City Council meeting and address any final comments and feedback. • Responsible Party: City of Lodi/Consultant Task Deliverable 4.1 Feasibility Concepts 4.2 Draft Feasibility Study Report 4.3 Cost Estimates and Funding Sources Report 4.4 PowerPoint Presentation, Meeting Notes 4.5 Final Feasibility Study Report 4.6 Meeting Notes Exhibit B California Department of Transportation Transportation Planning Grants Fiscal Year 2019-20 PROJECT TIMELINE Reimbursement of indirect costs is allowable upon approval of an Indirect CosI Allocation Plan for each year of project activities. Provide rate if Indirect costs are included in the project budget. Approved Indirect Cost Rale: L Note: Each task must contain a grant amount and a local cash match amount. Local cash match must be proportionally distributed by the same percentage throughout each [ask. Local in-kind match needs to be indicated where in-kind services will be used. Please review the grant program section that you are applying to for details on local match requirements. The project limeline must be consistent with the scope of work. Lodi Greenline Feasibility Study The City of Lodi MM M M M 1111. 11111 IN I 111. 111111111111. 11111111 a ® ��1��l�111lI1l11111111l1111i�111111111I�F 1111. .-.: �1 r37]�1■1■■■■■■■■1■■■1■■■1 ■■■■ 0 ...���IIIIIIIIIIIIIIIIIIII - ®�L3wkZwndDoc=entRmim IIIIIIIIIIIIII ' :.:.: _:. ®...... ��� �1111l1l11l1111111111�1�1�1l1l111111111 .:..... . r :..� ®•... ����11l11111l1l1l11!!!l1��1�.1111!!11!l111 -.•. . :..: •- ®����IIIIIIIIIIIIIIIIIIII'fffr Illlllilllll .. • :y .: '- '=• • ' . ... • . ® � I��1111111111111111111111111111111111 •_ •... _ .. 111111111111! •• ®• ��•�•.'1���11111111111111111111! • ..... - ® lJ��1111111111111111111111111111!!!1!I � ����11111111111111i111111l11111111!!1!I � ..... . • .. .:_ ®.... �� ��1111111111111111111 11111 . ° ._ .... ..- '. = � ����l�11111111111111111111111111 1111111 •. - � . - ... ���1��111111111111111111111111111 ....- 11111!1.. . � .. . . • •� � � � -= �• • • �����IIIIIIIIIIIIIIIIIIIIIIIIIIIII 111111 • .... ` � �����11111111111111111111111111111 !1111 . .. - . �����111111111111111111111111111111 1111 -- . ..• Reimbursement of indirect costs is allowable upon approval of an Indirect CosI Allocation Plan for each year of project activities. Provide rate if Indirect costs are included in the project budget. Approved Indirect Cost Rale: L Note: Each task must contain a grant amount and a local cash match amount. Local cash match must be proportionally distributed by the same percentage throughout each [ask. Local in-kind match needs to be indicated where in-kind services will be used. Please review the grant program section that you are applying to for details on local match requirements. The project limeline must be consistent with the scope of work. Exhibit C Sustainable Transportation Planning Grant Program '� ' Change In Grant Agreement Terms r The form is required for all administrative and formal Sustainable Transportation Planning Grant amendments. The Interim Grant Amendment Guidelines was created to assist grantees and district contract managers with the grant amendment process. Project Information and Grant Category Fi�sca Year 19/20 R,,GoAM,,,Po�°� # 174A1137 0 P W' # Grant Title Lodi Greenline Feasability Study Grantee Name City of Lodi Sustainable Communities Strategic Partnerships TransitStrategic Partnerships Com efifive ❑ FTA 5,304 ❑ FHWA SPR Part I Local Match %tC11 PfooCt $ 80},750$ $ $16,600 t7.05% $97,350 Grant Ex'pirafion Date 2/28/22 Final Invoice Due Date 4/28/22 Type of Amendment Request Page 1 of 3 .O pe of Amendment ❑ Decrease Total Project Cost (unable to meet overmatch amount) X X ❑ Increase Total Project Cost (increase local match amount) X X ❑ Tapered Local Match (varying local match amountover contract riite) X © Shift Funds between Tasks/ Sub -Tasks (move costsavings) X X Q Clarify, enhance, or combine already approved tasks X X Change in Project Manager/ Contract Manger X X ❑ Project Tifie Change to use an AKA (must use botnttties) X X o30 -Day Time Extension Ifinal inyo�ce dale slay�, the wfne) X X New Grant Expiration Date Final Invoice/ Final ProductDue Over 3o.Dov,- L -i , — L-- i,"qrano —7 Grant Amount (amount to expend afteroriginal S New Project End Date expiration date Final Invoice/ Final Product Due (60 -days offer New Project End Date) Page 1 of 3 Reason/JustI lcallon (provide a clear justification that outlines everything being requested) San Joaquin Council of Governments (SJCOG) is being added as a sub -applicant to the grant to assist the City of Lodi with project and grant management activities. Due to grant inactivity, a new project timeline is being provided to reflect a project timeline commencing in February 2021 and concluding in February 2022. The spreadsheet also has an update of grantilocal match calculations to show the local match spread proportionally over the tasks as required (no change to total budget or local match totals). The scope of work is also updated to reflect SJCOG's sub -applicant role. Please find attached the following requested documents: 1. Updated grant cover sheet reflecting SJCOG's addition as a sub -applicant 2. Updated Project Timeline Template 3. Updated Scope of Work Grantee Signatures This Form is required for all amendments and is in lieu of a formal request letter or email request to Caltrans and must be signed by both the grantees Project Manager and Financial Manager. Full Name -ac\eS Signature Full Name L 1 j �1� moo, Date Z - 1 lQ - Z 1 -- BOG id C Date Page 2 of 3 Request for Reimbursement/Invoice Submittals All subsequent Request for Reimbursement (RFR/Invoice) submittals must include a copy of this signed and fully executed Change in Agreement Terms. If an invoice is submitted without a copy of this Agreement, the invoice wil not be processed until it is received. Quarterly Reporting If approved a grant extension, due to COVID-19 related delays, grantees are required to submit quarterly progress reports as outlined in the Grant Apprication Guidelines for the Grant Fiscal Year awarded and for non-MPO/RTPA grantees, as outlined in the RGA executed contract and until the final product is submitted. Consequences of Not Satisfying the Terms of this Agreement The Caltrans Transportation Planning Grant Program reserves the right to withhold reimbursement for the final grant invoice if the contractual local match provisions are not satisfied per this Agreement. Failure to satisfy the terms of this agreement will be considered non-compriance and will affect future grant applications and awards. Caltrans Use Only - Amendment Approval: The Section is to be completed by the Caltrans District Contract Manager upon approval of the above requested amendment and is in lieu of a formal approval letter or email to the grantee. (For Formal RGA Amendments, this Section will be completed after DPAC executes a revised contract.) Caltrans District 10 approves the change in agreement terms based on the reasons presented by the City of Lodi and SJCOG. Caltrans Signatures Full Name I Joshua Swearingen JoshuaSwearin n D^""°6=91=55- "� Date 3j5�2i Signature 9e �.. �,m���m� Full Name ITom Dumas Signature I Tom Dumas '�' � a M. I Date Page 3 of 3 Exhibit D City of Lodi Agreement Number 74A1137 Page 1 of 16 SUSTAINABLE COMMUNITIES GRANTS (STATE—SB 1) RESTRICTED GRANT AGREEMENT THIS RESTRICTED GRANT AGREEMENT (RGA), between the State of California acting by and through its Department of Transportation, referred to herein as CALTRANS, and the City of Lodi, hereinafter referred to as AGENCY, will commence on November 16, 2019, or upon approval by CALTRANS, whichever occurs later. This RGA is of no effect unless approved by CALTRANS. AGENCY shall not receive payment for work performed prior to approval of the RGA and before receipt of Notice to Proceed by the CALTRANS Contract Manager. This RGA shall expire on February 28, 2022. RECITALS 1. Under this RGA, and pursuant to Budget Act Line Item 2660-102-3290, CALTRANS intends to convey State restricted grant funds to AGENCY, who will conduct transportation studies and planning within the regional area under the jurisdiction of AGENCY under the terms, covenants and conditions of this RGA. 2. CALTRANS and AGENCY intend that only funds that are authorized as restricted grants will be subject to this RGA, and that no funds that should be the subject of a Joint Powers Agreement, Interagency Agreement, or other non -grant agreement shall be subject to this RGA. NOW, THEREFORE, based upon the terms, covenants and conditions of this RGA, the parties agree as follows: SECTION I AGENCY AGREES: To timely and satisfactorily complete all Project Work described in Attachment II within the project budget and in accordance with the items of this RGA. SECTION it CALTRANS AGREES: That when conducting an audit of the costs claimed by AGENCY under the provisions of this RGA, to conduct the audit in accordance with applicable laws and regulations. SECTION III IT IS MUTUALLY AGREED: 1. Under this RGA, CALTRANS will convey State grant restricted funds to AGENCY, pursuant to Budget Act Line Item 2660-102-3290, and AGENCY will _conduct transportation studies and planning within the project area described in Attachment II. The funds subject to this RGA must be (a) identified as available for a restricted grant in CALTRANS's budget and (b) for the purpose of conducting transportation studies or planning and (c) to a public entity that is responsible for conducting transportation studies or planning. 2. Under this restricted grant, funds may be only used for the purpose set forth in RGA, Resolution (Attachment 1), Scope of Work and Project timellne (Attachment II), and the applicable Grant Application Guide, available upon request, and funds may only be used for costs and expenses that are directly related to such purpose. City of Lodi Agreement Number 74A1137 Page 2 of 16 3. AGENCY shall perform all the duties and obligations described In the "Lodi Greenline Feasibility Study", hereinafter the Project, subject to the terms and conditions of this RGA. The Approved Project Grant Application (Scope of Work and Project timellne), which are attached hereto as Attachment II. 4. The resolution authorizing AGENCY to execute this RGA pertaining to the above described Project is attached hereto as Attachment I. S. All services performed by AGENCY pursuant to this RGA shall be performed In accordance with California Senate Bill No. 1 (S&1) (Chapter 5, Statutes of 2017), also known as the Road Repair and Accountability Act of 2017, including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable CALTRANS policies and procedures, and all applicable CALTRANS published manuals, including, but not limited to, the appiicable Grant Application Guide, available upon request. California Government Code Section 14460(a)(1) provides: "The department (CALTRANS], and external entities that receive state and Federal transportation funds from the department, are spending those funds efficiently, effectively, economically, and in compliance with applicable state and Federal requirements, Those external entities include, but are not limited to, private for profit and nonprofit organizations, local transportation agencies, and other local agencies that receive transportation funds either through a contract with the department or through an agreement or grant administered by the department." In case of conflict between any applicable Federal, State, and Local laws, regulations, and ordinances, and/or any applicable policies, procedures or published manuals of either CALTRANS or AGENCY, the order of precedence of the applicability of same to this RGA shall be established in this order: 1) Federal laws and regulations; 2) California laws and regulations; 3) CALTRANS policies, procedures, and published manuals; 4) Local ordinances; and 5) AGENCY policies, procedures, and published manuals. This RGA may not include any federal funds. 6. , Project funding is as follows: FUND TITLE FUND SOURCE DOLLAR AMOUNT Road Maintenance and State (SB 1) $80,750.00 Rehabilitation Account (RMRA) LOCAL MATCH Agency Provided $16,600.00 Total Project Costs $97,350.00 No in-kind contributions may be made unless the amount and type of the contribution is identified above. 7. This RGA is exempt from legal review and approval by the Department of General Services (DGS), pursuant to Legal Opinions of the Attorney General: 58 Ops. Cal. Atty. Gen. 586 (1975), 63 Ops. Cal. Atty. Gen. 290 (1980), 74 Ops. Cal. Atty. Gen. 10 (1991), and 88 Ops, Cal. Atty. Gen. 56. 8. Notification of Parties a. AGENCY's Project Manager for PROJECT is Charles Swimley. b. CALTRANS' Contract Manager Is Joshua Swearingen. "Contract Manager" as used herein includes his/her designee. City of Lodi Agreement Number 74A1137 Page 3 of 16 c. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made In writing and received by the parties at their respective addresses: City of Lodi Attention: Charles Swimley, Grantee Project Manager, Director of Public Works Phone Number: (209) 333-6706 Email: cswimley@lodl.gov 221 West Pine Street Lodi, CA 65240 California Department of Transportation District 10, Planning Division Attention: Joshua Swearingen, Contract Manager Phone Number: (209) 948-7142 Email: Joshua.swearingen@dot.ca.gov 1976 Martin Luther King Jr. Boulevard Stockton, CA 95205 9. Period of Performance a. Reimbursable work under this RGA shall begin no earlier than on November 15, 2019, following the written approval of CALTRANS and AGENCY's receipt of the Notice to Proceed letter of this RGA by the CALTRANS Contract Manager, and will expire on February 28, 2022. b. AGENCY will attend a kickoff meeting with CALTRANS to be scheduled within one (1) week from receipt of Notice to Proceed letter by the CALTRANS Contract Manager. 10. Changes in Terms/Amendments This RGA may only be amended or modified by mutual written agreement of the parties. 11. Cost Limitation a. The maximum total amount granted and reimbursable to AGENCY pursuant to this RGA by CALTRANS shall not exceed $80,750.00. b. It Is agreed and understood that this RGA fund limit Is an estimate and that CALTRANS will only reimburse the cost of services actually rendered in accordance with the provisions of this RGA and as authorized by the CALTRANS Contract Manager at or below that fund limitation established herein. 12, Termination a. CALTRANS reserves the right to terminate this RGA upon written notice to AGENCY at least 30 days in advance of the effective date of such termination in the event CALTRANS determines (at its sole discretion) that AGENCY failed to proceed with PROJECT work in accordance with the terms of this RGA. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all allowable, authorized and non -cancelled costs up to the date of termination. b. This RGA may be terminated by either party for any reason by giving written notice to the other party at least 30 days In advance of the effective date of such termination. In the City of Lodi Agreement Number 74A1137 Page 4 of 16 event of termination for convenience, CALTRANS will reimburse AGENCY for all allowable, authorized, and non -cancelled costs up to the date of termination. c. AGENCY has 60 days after the Termination Date to submit accurate Invoices to CALTRANS to make final allowable payments for Project costs in accordance to the terms of this RGA. Failure to submit accurate invoices within this period of time shall result In a waiver by AGENCY of its right to reimbursement of expended costs. 13. Budget Contingency Clause a. It is mutually agreed that if the US Congress or the State Legislature fall to appropriate or allocate funds during the current year and/or any subsequent years covered under this RGA do not appropriate sufficient funds for the program, this RGA shall be of no further force and effect. in this event, CALTRANS shall have no liability to pay any funds whatsoever to AGENCY or to furnish any other considerations under this RGA and AGENCY shall not be obligated to perform any provisions of this RGA. b. If funding for any fiscal year is reduced or deleted by the US Congress or the State Legislature for purposes of this program, CALTRANS shall have the option to either terminate this RGA with no liability occurring to CALTRANS, or offer an RGA Amendment to AGENCY to reflect the reduced amount. 14. Payment and invoicing a. The method of payment for this RGA will be based on the actual allowable costs that are Incurred in accordance with the provisions of this RGA and in the performance of the Project Work. CALTRANS will reimburse AGENCY for expended actual allowable direct costs, and, including, but not limited to, labor costs, travel, and contracted consultant services costs incurred by AGENCY in performance of the Project work. Indirect costs are reimbursable only if the AGENCY has identified the estimated indirect cost rate in Attachment II and an approved Indirect Cost Allocation Plan or an Indirect Cost Rate Proposal as set forth in Section III—Cost Principles, Item 16d. The total cost shall not exceed the cost reimbursement limitation set forth in Section IIII-Cask Limitations, Item 11a. Actual costs shall not exceed -the estimated wage rates, labor costs, travel, and other estimated costs and fees set forth in Attachment II without an amendment to this RGA, as agreed between CALTRANS and AGENCY. b. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in accordance with the provisions of this RGA and In the performance of the Project Work. AGENCY must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this RGA and before the Expiration Date, but must have also paid for those costs to claim any reimbursement. c. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non -represented employees) unless written verification is supplied that government hotel rates were not then commercially available to AGENCY, its subrecipients, contractors, and/or subcontractors, at the time and location required as specified in the California Department of Transportation's Travel Guide Exception Process at the following link: httos,,/Itrave I r, ocketra u Ide.dot, ca. nov/. Also see website for summary of travel reimbursement rules. City of Lodi Agreement Number 74A1137 Page 5 of 16 d. AGENCY shall submit invoices to CALTRANS at least quarterly but no more frequently than monthly in arrears for completion of milestones in accordance with the Project Timeline in Attachment II to the satisfaction of the CALTRANS Contract Manager. Invoices shall reference this RGA Number and shall be signed and submitted to the CALTRANS Contract Manager at the following address, as stated in Section III— Notification of Parties, Item 8c. e. Invoices shall include the following information: 1) Names of the AGENCY personnel performing work 2) Dates and times of Project Work 3) Locations of Project Work 4) Itemized costs as set forth in Attachment 11, including identification of each employee, contractor or subcontractor staff who provided services during the period of the invoice, the number of hours and hourly rates for each employee, contractor, sub -recipient or subcontractor staff member, authorized travel expenses with receipts, receipts for authorized materials or supplies, and contractor, sub -recipient and subcontractor Invoices. 5) AGENCY shall submit written progress reports with each set of invoices to allow the CALTRANS Contract Manager to determine if AGENCY Is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed. f. Incomplete or inaccurate invoices shall be returned to the AGENCY unapproved for correction. Failure to submit invoices on a timely basis may be grounds for termination of this RGA for material breach per Section III—Termination, Item 12. g. CALTRANS will reimburse AGENCY for all allowable Project costs at least quarterly, but no more frequently than monthly, In arrears as promptly as CALTRANS fiscal procedures permit upon receipt of an itemized signed invoice. h. The RGA Expiration Date refers to the last date for AGENCY to incur valid Project costs or credits and is the date the RGA expires. AGENCY has 60 days after that Expiration Date to make final allowable payments to Project contractors or vendors, and submit the Project's Final Product(s) as defined in Attachment 11 and a final accurate invoice to CALTRANS for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project Invoices. 15, Local Match Funds a. AGENCY shall contribute not less than a proportional cash amount toward the services described herein on a monthly or quarterly basis. The frequency of the payments shall be agreed upon by the parties in a document signed by both parties. Notwithstanding the foregoing, to the extent that in-kind contributions are permitted and identified under this RGA, Section III --Project Funding, Item 6, the contributions may be counted as cash when they are actually received by CALTRANS. Except where expressly allowed in writing herein, reimbursement of credits for local matching funds will be made or allowed only for work performed on and after the date of issuance of the Notice to Proceed and prior to the Expiration Date of this RGA. City of Lodi Agreement Number 74A1137 Page 6 of 16 b. AGENCY agrees to contribute the statutorily required local contribution of matching funds if any is specified within this RGA or in any Attachment hereto, toward the actual cost of the services described in Attachment II. AGENCY shall contribute not less than its required match amount toward the services described herein. Local cash and in-kind match requirements can be found in the applicable Grant Application Guide, available upon request. 16. Cost Principles a. AGENCY agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. b. AGENCY agrees, and will assure that Its contractors and subcontractors will be obligated to agree, that (a) 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 and (b) and (b) all parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Every sub -recipient receiving Project funds as a sub -recipient, contractor, or subcontractor under this RGA shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards to the extent applicable. c. Any Project costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within 30 days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, CALTRANS is authorized to intercept and withhold future payments due _ AGENCY from CALTRANS or any third -party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source. d. Prior to AGENCY seeking reimbursement of indirect costs, AGENCY must have identifled the estimated indirect cost rate in Attachment II, prepare and submit annually to CALTRANS for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual which may be accessed at: hUJAM&@.gov/- ]MediaN_oL-medWgr—oM-meilo2gl-iWslstarLc�eidocurrsentsllapmlch05.orifi: e. AGENCY agrees and shall require that all of its agreements with consultants and sub - recipients contain provisions requiring adherence to this section in its entirety except for section c, above. 17. Americans with Disabilities Act By signing this RGA, AGENCY assures CALTRANS that in the course of performing Project work, it will fully comply with the applicable provisions of 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.), 18. Indemnification Neither CALTRANS 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 AGENCY, City of Lodi Agreement Number 74A1137 Page 7 of 16 its officers, employees, agents, its contractors, its subreciplents, or its subcontractors under or In connection with any work, authority; or jurisdiction conferred upon AGENCY under this RGA. It is understood and agreed that AGENCY shall fully defend, indemnify, and save harmless CALTRANS and all of CALTRANS' officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, contractors, subrecipients, or subcontractors under this RGA. 19. Nondiscrimination Clause (2 CCR 11106 Clause b) a. During the performance of this RGA, the AGENCY, its contractors, its subrecipients, and its subcontractors shall not deny the contract's'benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. AGENCY shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. b. AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq,), the regulations promulgated thereunder (Cal. Code Regs., Tit. 2, Sections 11000 et seq.), the provisions of Article 9,5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by CALTRANS to implement such article. c. AGENCY shall permit access by representatives of the Department of Fair Employment and Housing and CALTRANS upon reasonable notice at any time during the normal business hours, but In no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facllfties as said Department or - CALTRANS shall require to ascertain compliance with this clause. d, AGENCY and its contractors, its sub -recipients, 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. e. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all agreements with its sub -recipients, contractors, and subcontractors, and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under the RGA. 20. Retention of Records/Audits a. AGENCY, Its contractors, subcontractors and sub -recipients, agree to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. b. AGENCY, its contractors, subcontractors and sub -recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line, The accounting system of AGENCY, its contractors, all subcontractors, and sub -recipients shall conform to Generally Accepted Accounting City of Lodi Agreement Number 74A1137 Page 8of16 Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of AGENCY, its contractors, subcontractors and sub-reciplents connected with Project performance under this RGA shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to Inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by AGENCY, Its contractors, its subcontractors and sub -recipients upon receipt of any request made by CALTRANS or its agents. In conducting an audit of the costs and match credits claimed under this RGA, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY's external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits. c. For the purpose of determining compliance with applicable State and AGENCY law in connection with the performance of AGENCY's contracts with third parties pursuant to GC Section 8546.7, AGENCY, AGENCY's sub -recipients, contractors, subcontractors, and CALTRANS shall each maintain and make available for inspection 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. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to AGENCY under this RGA. CALTRANS, the California State Auditor, or any duly authorized representative of CALTRANS or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and AGENCY shall furnish copies thereof if requested. d. AGENCY, its sub -recipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements; employment application forms, and - other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this RGA. e. Additionally, all grants may be subject to a pre -award audit prior to execution of the RGA to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable and allocable costs. f. Any contract with a contractor, subcontractor, or sub -recipient entered into as a result of this RGA shall contain all the provisions of this article. 21. Disputes a. Any dispute concerning a question of fact arising under this RGA that is not disposed of by agreement shall be decided by the CALTRANS Contract Officer, who may consider any written or verbal evidence submitted by AGENCY. The decision of the CALTRANS Contract Officer shall be the CALTRANS's final decision regarding the dispute. b. Neither the pendency of a dispute nor its consideration by the CALTRANS Contract Officer will excuse AGENCY from full and timely performance in accordance with the terms of the RGA. City of Lodi Agreement Number 74A1137 Page 9 of 16 22. Third -Party Contracts a. AGENCY shall perform the work contemplated with resources available within its own organization and no portion of the work shall be contracted to a third party without prior written authorization by the CALTRANS Contract Manager unless expressly included (subrecipient identified) In Attachment II as part of the identified Project work. b. All State-govemment-funded procurements must be conducted using a fair and competitive procurement process. AGENCY may use its own procurement procedures as long as the procedures comply with the local AGENCY's laws, rules, and ordinances governing procurement and all applicable provisions of State law, Including, without limitation, the requirement that the AGENCY endeavor to obtain at least three (3) competitive bids for solicitation of goods, services, and consulting services (see Part 2, Chapter 2, Articles 3 and 4 of the Public Contract Code); a qualifications -based solicitation process, for which statements of qualifications are obtained from at least three (3) qualified firms for architecture and engineering services (see Title 1, Division 5, Chapter 10 of the Government Code); and, the provisions of the State Contracting Manual (SCM), Chapter 5, which are not inconsistent with this Item 23, Third Party Contracts. The SCM can be found and the following link: bApp:!lwww.dns.ca.gov/OLSLRe rces/Pace-Cont-af- _-ec�al- Services--Resources-List-FplderlState-Contracting- c. Any contract entered into as a result of this RGA shall contain all the provisions stipulated in this RGA to be applicable to AGENCY's subrecipients, contractors, and subcontractors. Copies of all agreements with subreciplents, contractors, and subcontractors must be submitted to the CALTRANS Contract Manager. d. CALTRANS does not have a contractual relationship with the AGENCY's subrecipients, contractors, or subcontractors and the AGENCY shall be fully responsible for all work performed by its subrecipients, contractors, or subcontractors. e. Prior authorization in writing by the CALTRANS Contract Manager shall be required before AGENCY enters Into any non -budgeted purchase order or sub -agreement for supplies, or consultant services. AGENCY shall provide an evaluation of the necessity or desirability of incurring such costs. AGENCY shall retain all receipts for such purchases or services and shall submit them with Invoices per Section III—Payment and Invoicing, Item 14e(4), above. f. Any contract entered into by AGENCY as a result of this RGA shall mandate that travel and per diem reimbursements and third -party contract reimbursements to subrecipients, contractors, and subcontractors will be allowable as Project costs only after those costs are incurred and paid for by the subrecipients, contractors, and subcontractors. Travel expenses and per diem rates for subcontractors shall be reimbursed pursuant to Section 111—Payment and Invoicing, Item 14c, above. 23. Drug -Free Workplace Certification By signing this RGA, AGENCY hereby certifies under penalty of perjury under the laws of California that AGENCY will comply with the requirements of the Drug -Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug -Free workplace by doing all of the following: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying City of Lodi Agreement Number 74A1137 Page 10 of 16 actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug -Free Awareness Program as required by Government Code Section 8355(a)(2)) to Inform employees about all of the following: 1) The dangers of drug abuse in the workplace, 2) The person's or organization's policy of maintaining a Drug -Free workplace; 3) Any available counseling, rehabilitation, and employee assistance programs. 4) Penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant: 1) Will receive a copy of the company's Drug -Free policy statement. 2) Will agree to abide by the terms of the company's statement as a condition of employment on the contract or grant. d. Failure to comply with these requirements may result in suspension of payments under this RGA or termination of this RGA or both, and AGENCY may be ineligible for the award of any future state contracts if CALTRANS determines that any of the following has occurred: (1) AGENCY has made a false certification or, (2) AGENCY violates the certification by failing to carry out the requirements as noted above. 24. Relationship of Parties It is expressly understood that this RGA is an agreement executed by and between two independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party. 25. State -Owned Data a. AGENCY agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media: 1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government -certified Advanced Encryption Standard (AES) cipher algorithm with a 256 -bit or 128 -bit encryption key to protect CALTRANS data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space. 2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements For Cryptographic Modules. 3) Encrypt, as described above, all State-owned data transmitted from one computing device or storage medium to another. 4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only. 5) Install and maintain current anti-vlrus software, security patches, and upgrades on all computing devices used during the course of the RGA. City of Lodi Agreement Number 74A1137 Page 11 of 16 6) Notify the CALTRANS Contract Manager immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data. 7) Advise the owner of the State-owned data, the AGENCY Information Security Officer, and the AGENCY Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. b. AGENCY agrees to use the State-owned data only for State purposes under this RGA. c. AGENCY agrees to not transfer State-owned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335, 1). 26. Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards In addition to and not a limitation of the AGENCY's indemnification obligations contained elsewhere in this RGA, the AGENCY hereby assumes all risks of the consequences of exposure of AGENCY's employees, agents, subrecipients, contractors and subcontractors, contractors and subcontractors' employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this RGA, to any and all environmental health hazards, local and otherwise, in connection with the performance of this RGA. Such hazards Include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. AGENCY also agrees to take all appropriate safety precautions to prevent any such exposure to AGENCY's employees, agents, subrecipients, contractors and subcontractors, contractors and subcontractors' employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this RGA. AGENCY also agrees to indemnify and hold harmless CALTRANS, the State of California, and each and all of their officers, agents, sub -recipients, and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, AGENCY also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of CALTRANS, the State of California, and/or any of their officers, agents, and/or employees. 27. Mandatory Organic Waste Recycling It Is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if Contractor generates four (4) cubic yards or more of organic waste or commercial solid waste per week, the Contractor shall arrange for organic waste recycling services or commercial waste recycling services that separatelsource organic waste recycling. Contractor shall provide proof of compliance, i.e. organic waste recycling services or commercial waste recycling services that separatelsource organic waste recycling, upon request from the Caltrans Contract Manager, 28. Project Close Out/Final Product a. AGENCY will provide an ADA accessible electronic version of the Final Product(s) to the CALTRANS Contract Manager. City of Lodi Agreement Number 74A1137 Page 12 of 16 b. CALTRANS reserves the right to withhold final payment to AGENCY pending receipt of Final Product(s) to the CALTRANS Contract Manager. 29. Ownership of Proprietary Property a. Definitions 1) Work: The work to be directly or indirectly produced by AGENCY under this RGA. 2) Work Product; All deliverables created or produced from Work under this RGA including but not limited to, all Work and Deliverables conceived or made, or made hereafter conceived or made, either solely or jointly with others during the term of this RGA and during a period of six (6) months after the termination thereof, which relates to the Work commissioned or performed under this RGA. "Work Product" includes all deliverables, Inventions, innovations, improvements, or other works of authorship AGENCY, its subrecipients, a third -party contractor or subcontractor may conceive of or develop in the course of this RGA, whether or not they are eligible for patent, copyright, trademark, trade secret, or other legal protection. 3) Inventions: Any idea, methodologies, design, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by AGENCY or jointly with the AGENCY's contractor, subcontractor and/or subrecipient and/or the AGENCY's contractor, subcontractor and/or subrecipient's employees with one or more employees of CALTRANS, during the term of this RGA and in performance of any Work under this RGA, provided that either the conception or reduction to practice thereof occurs during the term of this RGA and in performance of Work issued under this RGA. b. Ownership of Work Product and Rights 1) Copyright Ownership of Work Product: Except in regard to Pre-existing Works, all Work Product derived by the Work performed by the AGENCY, its employees, or by any of the AGENCY's contractor's, subcontractor's, and/or subrecipient's employees under this RGA, shall be owned by CALTRANS and AGENCY and shall be considered to be works made for hire by the AGENCY and AGENCY's contractor, subcontractor, and/or subrecipient for CALTRANS and AGENCY. CALTRANS and AGENCY shall own all United States and international copyrights In the Work Product. As such, all Work Product shall contain, in a conspicuous place, a copyright designation consisting of a "c" In a circle followed by the four -digit year in which the Work Product was produced, followed by the words "Callfomia Department of Transportation and AGENCY. All Rights Reserved." For example, a Work Product created in the year 2012 would contain the copyright designation m 2012 California Department of Transportation and AGENCY. All Rights Reserved. 2) Vesting of Copyright Ownership: AGENCY, its employees, and all of AGENCY's contractor's, subcontractor's, and subrecipient's employees, agrees to perpetually assign, and upon creation of each Work Product automatically assigns, to CALTRANS and AGENCY, its successors, and assigns, ownership of all United States and international copyrights in each and every Work Product, insofar as any such Work Product, by operation of law, may not be considered work made for hire by the AGENCY's contractor, subcontractor, and/or subrecipient from CALTRANS. From time to time, CALTRANS and the AGENCY shall require its contractors, subcontractors, and/or subrecipients and their respective employees to confirm such City of Lodi Agreement Number 74A1137 Page 13 of 16 assignments by execution and delivery of such assignments, confirmations, or assignment, or other written instruments as CALTRANS and the AGENCY may request. CALTRANS and the AGENCY, its successors, and assigns, shall have the right to obtain and hold in its or their own name(s) all copyright registrations and other evidence of rights that may be available for Work Product. AGENCY shall require contractors, including subcontractors, to waive all moral rights relating to identification of authorship restriction or limitation on use, or subsequent modifications of the Work. G. INVENTIONS 1) Vesting of Patent Ownership: AGENCY agrees to require subrecipients, contractors, subcontractors, and their respective employees to assign to CALTRANS and AGENCY, its successors, and assigns, all Inventions, together with the right to seek protection by obtaining patent ownership rights and the right to claim all rights or priority there under, and the same shall become and remain CALTRANS' property regardless of whether such protection is sought. The AGENCY, its employees, and AGENCY's contractor, subcontractor, and subrecipient shall promptly make a complete written disclosure to CALTRANS of each Invention not otherwise clearly disclosed to CALTRANS in the pertinent Work Product, specifically pointing out features or concepts that the AGENCY, its employees, and/or AGENCY's contractor, subcontractor, and/or subreciplent believes to be new or different. The AGENCY, its employees, and AGENCY's contractor, subcontractor, and subrecipient shall, upon CALTRANS and AGENCY's request and at CALTRANS and AGENCY's expense, cause patent applications to be filed thereon, through solicitors designated by CALTRANS and AGENCY, and shall sign all such applications over to CALTRANS and AGENCY, its successors, and assigns. The AGENCY, its employees, and AGENCY's contractor, subcontractor, and subrecipient shall give CALTRANS and AGENCY and its solicitors all reasonable assistance in connection with the preparation and prosecution of any such patent applications and shall cause to be executed all such assignments or other instruments or documents as CALTRANS and AGENCY may consider necessary or appropriate to carry out the intent on this RGA. 2) Agency: In the event that CALTRANS and AGENCY are unable for any reason - whatsoever to secure the AGENCY's, its employees', and/or AGENCY's contractor's, subcontractor's, and/or subrecipient's signature to any lawful or necessary document required or desirable to apply for or prosecute any United States application (including renewals or divisions thereof), AGENCY, its employees, and AGENCY's contractor, subcontractor, and subrecipient hereby irrevocably designates and appoints CALTRANS and AGENCY and its duly authorized officers and agents, as its agent and attorney-in-fact, to act for and on AGENCY, its employees and AGENCY's contractor's, subcontractor's, and subrecipient behalf and stead, to execute and file such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any copyrights, trademarks or patents thereon with the same legal force and effect as if executed by AGENCY, its employees and AGENCY's contractor, subcontractor and subrecipient. CALTRANS and AGENCY shall have no obligations to file any copyright, trademark or patent applications. d. ADDITIONAL PROVISIONS 1) Avoidance of Infringement: In performing services under this RGA, AGENCY and its employees agree to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If AGENCY or its employees becomes aware of any such possible infringement in the course of City of Lodi Agreement Number 74A1137 Page 14 of 16 performing any Work under this RGA, AGENCY or its employees shall immediately notify CALTRANS in writing. 2) Pre-existing Works and License: AGENCY agrees to require contractors, subcontractors, and subreciplents to acknowledge that all Work Product shall be the sole and exclusive property of CALTRANS and AGENCY, except that any Pre- existing Works created by AGENCY and third parties outside of the RGA but utilized in connection with the RGA (the "Pre-existing Works") shall continue to be owned by AGENCY or such parties. AGENCY agrees to notify CALTRANS In writing of any Pre-existing Works used in connection with any Work Product produced under this RGA and hereby grants to CALTRANS a non-exclusive, irrevocable, worldwide, perpetual, royalty -free license to utilize the Pre-existing Works In connection with the Work Product. 3) Contractors, Subcontractors, and Subreciplents: Through contract with its subreciplents, contractors, and subcontractors, AGENCY shall affirmatively bind by contract all of its contractors, subcontractors, subrecipients, and service vendors (hereinafter "AGENCY's Contractor/Subcontractor/Subrecipient') providing services under this RGA to conform to the provisions of this Exhibit. In performing services under this RGA, AGENCY's Contractor/Subcontractor/Subrecipient shall agree to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If AGENCY's Contractor/Subcontractor/Subrecipient becomes aware of any such possible infringement in the course of performing any Work under this RGA, AGENCY's Contractor/Subcontractor/Subrecipient shall immediately notify the AGENCY in writing, and AGENCY shall then immediately notify the Department in writing. e. Ownership of Data 1) Upon completion of all Work under this RGA, all intellectual property rights, ownership, and title to all reports, documents, plans, specifications, and estimates, produced as part of this RGA will automatically be vested in CALTRANS and AGENCY and -no further agreement will be -necessary to transfer ownership to - CALTRANS and AGENCY. The AGENCY, Its contractors, subcontractors, and subreciplents, shall furnish CALTRANS all necessary copies of data needed to complete the review and approval process. 2) It is understood and agreed that all calculations, drawings, and specifications, whether in hard copy of machine-readable form, are intended for one-time use in the Project for which this RGA has been entered into. 3) AGENCY, its contractors, subcontractors, and subrecipients, are not liable for claims, liabilities or losses arising out of, or connected with, the modification or misuse by CALTRANS of the machine-readable Information and data provided by AGENCY, its contractors, subcontractors, and subrecipients, under this RGA; further, AGENCY, its contractors, subcontractors, and subrecipients, are not liable for claims, liabilities or losses arising out of, or connected with, any use by CALTRANS of the Project documentation on other projects, for additions to this Project, or for the completion of this project by others, excepting only such use as may be authorized, in writing, by AGENCY, its contractors, subcontractors, and subrecipients. 4) Any sub -agreement in excess of $25,000,00, entered, into as a result of this RGA, shall contain all of the provisions of this clause. City of Lodi Agreement Number 74A1137 Page 15 of 16 30. ADA Compliance All entities that provide electronic or Information technology or related services that will be posted online by the California Department of Transportation must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, pubrished by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention. City of Lodi Agreement Number 74A1137 Page 16 of 16 SECTION IV ATTACHMENTS: The following attachments are incorporated into and are made a part of this RGA by this reference and attachment, I. AGENCY Resolution II. Scope of Work and Project Timeline IN WITNESS WHEREOF, the parties hereto have executed this RGA on the day and year first herein above written: STATE OF CALIFORNIA CITY OF LODI DEPARTMENT OF TRANSPORTATION By: By: Printed Name: Printed m . v�,h t S Title: Contract Officer Title: _ Date: Date: By: Printed Name: Title: Date: By: Printed Name: Title: Date: ncl seta Forth: ANicr;���rcl I t . Cary Atforna ATTEST: 0-1-4 .I lg! SPIFEIt. H1. IRRAIOLO City Clerk City of Lodi Agreement Number 74A1137 Attachment I RESOLUTION NO, 2019-163 Page 1 of 1 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE CALTRANS SUSTAINABLE TRANSPORTATION PLANNING GRANT PROGRAM AGREEMENTS FOR THE LODI GREENLINE FEASIBILITY STUDY AND ALL RELATED DOCUMENTS WHEREAS, on March 20, 2018, Council received information from members of Bike Lodi of a conceptual project that includes repurposing the existing Union Pacific Railroad (UPRR) rail spur that extends from the UPRR mainline, westerly to the community of Woodbridge; and WHEREAS, the City of Lodi, with support from Bike Lodi, submitted an application for the CalTrans Sustainable Transportation Planning Grant to obtain funding for conducting a feasibility study; and WHEREAS, the Lodi Greenline Feasibility Study will produce a foundational planning document for multiple possible use scenarios for a currently disused 1.75 -mile railroad spur line; and WHEREAS, staff recommends authorizing the City Manager to execute CalTrans Sustainable Transportation Planning Grant Program Agreements for the Lodi Greenline Feasibility Study and all related documents. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute CaiTrans Sustainable Transportation Planning Grant Program Agreements for the Lodi Greenline Feasibility Study and all related documents. Dated: August 7, 2019 I hereby certify that Resolution No. 2019-963 was passed and adopted by the City Council of the City of Lodi in a regular meeting held August 7, 2019 by the following vote: AYES; COUNCIL MEMBERS — Johnson, Kuehne, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT, COUNCIL MEMBERS — Mounce ABSTAIN: COUNCIL MEMBERS -- None N IFER FXOLO City Clerk 2019-163 City of Lodi Agreement Number 74A1137 ' Attachment II Page 1 of 7 Scope of Work: Lodi Greenllne Feasibility Study Introduction and Background The City of Lodi's (City's) Lodi Greenline Feasibility Study will produce a foundational planning document for multiple possible use scenarios for a currently disused 1.75 mile railroad spur line. The study will evaluate both a "rail -with -trail" and a °rail -to -trail" development of the right-of-way to connect key outdoor recreational, educational, civic, and commercial centers in the City. The City Intends to gather public input through several community meetings, as well as through ongoing community-based organization outreach and support; resulting in the key deliverable of a feasibility study prepared by an outside consultant. The City desires to use the final document to prepare to develop and implement one of the studied paths. The proposed trail benefits three of the most disadvantaged census tracts in Califomia according to CalEnviroSereen 3.0. Two tracts are within the 85-90% percentile, while the third falls within the 80-85% percentile. The proposed multimodal trail would directly connect these neighborhoods with Lodi Lake and the Lodi Lake Wilderness Area, regionally -attractive outdoor recreational areas. These amenities are not currently serviced by bicycle lanes or a safe, direct connection to these communities. Moreover, more than 40 percent of the proposed trail's length runs along a low to moderate income census tract where the median household income is less than 80% of the statewide median. Overall, the proposed feasibility study will explore how the trail can knit together these communities with the downtown commercial cores of Lodi and Woodbridge, recreational opportunities, and nearby elementary and middle schools. This Scope of Work describes the anticipated overall process as well as the deliverables and responsible party for each subtask, Responsible Parties The City, with the assistance of a consulting firm and community-based organizations, will perform this work. The City has not yet selected a consulting firm, but will do so through a competitive Request for Proposals process. City staff anticipates the figures in this Scope of Work will remain materially the same over the life of the project and will not exceed the requested grant amount. Overall Project Objectives o Develop a relationship with Union Pacific regarding future use of the spur line q Generate at least a two -scenario feasibility study report on rail-with-trall and rail -to -trail options Conduct public outreach regarding improving bicycle and pedestrian connectivity among the Heritage District, downtown Lodi and Woodbridge, Lodi Lake and Wilderness Area, and nearby elementary schools Study the Inclusion of additional amenities along the proposed route, including shade trees, street furniture, and lighting g Develop models for safe crossings at bisecting streets City of Lodi Agreement Number 74A1137 Attachment II Page 2 of 7 Develop a cost estimation and possible sources of funding for each scenario Tasks 1. Project Management Task 1.1: Project Kids -off Meeting ■ The City and the Bike Lodi liaison will hold a kick-off meeting with Caltrans staff to discuss grant procedures and project expectations for invoicing, reporting, and communicating about the project. ■ Responsible Party: The City Task 1.2: RFP for Consultant Services w The City will complete an RFP process to select a consultant using the proper procurement procedures. ■ Responsible Party: The City Task 1.3: Staff Coordination + Monthly project team meetings with consultants to ensure good communication on In -progress and upcoming tasks and to make sure the project remains on time and within budget. Caltrans staff and the Bike Lodi liaison will be invited to the project team meetings. The City wilt develop a written collaboration agreement that defines respective roles, expectations, desired outcomes, and agreements for how the City, Bike Lodi, and the Consultant will work together. ■ Responsible Party: The City Task 1.4: Invoicing ■ Submit complete invoice packages to Caltrans district staff based on milestone completion ---at least quarterly, but no more frequently than monthly, e Responsible Party: The City Task 1.5: Quarterly Reports i Submit quarterly reports to Caltrans district staff providing a summary of project progress and grant1local match expenditures. i- Responsible Party: The City Task Deliverable 1:1 Meeting Notes 1.2 Request for Proposals and Executed Contract [7 1.3 Monthly Meeting Notes, Collaboration Agreement City of Lodi Agreement Number 74A1137 Attachment II Page 3 of 7 1.4 Invoice Packages . 1.5 Quarterly Reports 2. Identify Existing Conditions Note: The report segments delivered under each subtask of this section will be synthesized Into a single, final existing conditions report that gathers background data and information and identit<es opportunities, constraints, and standards that should be used to guide preparation of the feasibility study, such as the existing right-of-way status and use, population characteristics, and travel projections within the City. Task 2.1: Background Document Review This work sets the framework and context for the project. It will summarize the history, physical setting, ownership, traffic and safety, land use, and other relevant conditions based on available sources. Responsible Party: Consultant Task 2.2: Corridor Review and Inventory • This subtask involves a field review and classification of the corridor by the consultant team, including (as needed) structural engineers, civil engineers, traffic engineers, planners, environmental specialists, and others. Using base maps, the team will identify opportunities and constraints based on the field review and a review of available plans, reports, and maps. + Responsible Party, Consultant Task 2.3: GIS Origin -Destination Analysis r This work will examine local activity centers and usage patterns and use a trail demand model to project future usage. ■ Responsible Party: Consultant Task 2.4: Appraisal and Railroad Use Analysis ■ Consultant will obtain 2 separate appraisals from 2 separate companies for establishing market value for the UPRR corridor based on the railroad's current and anticipated usage of the corridor, while consultants with specialized expertise will define and address issues of trespassing, safety, security, and liability with respect to the City use and adjacent property owners. Responsible Party: Consultant Task Deliverable 2.1 Historical, Environmental, Title, Traffic & Collision, and Land Use Segments of Existing Conditions Report City of Lodi Agreement Number 74A1137 Attachment II Page 4of7 2.2 Corridor Opportunities and Constraints Segment of Existing Conditions Report 2.3 User Needs Analysis Segment of Existing Conditions Report 2.4 Appraisal, Acquisition Status, and Railroad Use Segments of Existing Conditions Report 3. Public Outreach Note: All meetings will be publicly noticed to ensure maximum attendance. All public notices for community workshops will be in English and Spanish and Spanish translators will be present at all workshops. Task 3.1; Site Tour i This will be a public walking tour of the corridor to introduce the project concept and grant timeline to the public. Caltrans staff will be invited to attend. Responsible Party: Consultant/Blke Lodi Task 3.2: Community Workshop #1 * This workshop will introduce the project to the public, define project parameters, inform the community of project opportunities and constraints, and solicit opinions from the community to shape Task 4. 1, Develop Feasibility Concept. Caltrans staff will be invited to attend. Responsible Party: Consultant/Bike Lodi Task 3.3; Youth Design Brainstorming r Presents feasibility concepts to community children at a community-based organization's location, allowing local youth to brainstorm and draw their visions of what amenities the trail could support, such as durable outdoor recreation equipment, public art, and community garden space. Continues to solicit feedback for public comments to shape Task 4.2, Draft Feasibility Study and Task 4.5, Final Feasibility Study. Caltrans staff will be invited to attend. • Responsible Party: Bike Lodi Task 3.4: Community Workshop #2 • An interactive workshop that will use modeling tools and maps to present the feasibility design concept alternatives. Continue to solicit feedback from the community to shape Task 4.2, Draft Feasibility Study and Task 4.5, Final Feasibility Study. Caltrans staff will be invited to attend. • Responsible Party: Consultant/Bike Lodi City of Lodi Agreement Number 74A1137 Attachment 11 Page 5 of 7 Task 3.5: Ongoing Community Engagement • Provide in -bound engagement through project website, answer media requests, and support continuing out -bound outreach at community events during grant period. Responsible Party: The Cfty/Bike Lodi Task Deliverable 3.1 Photos, Sign -in Sheet 3.2 PowerPoint Presentation, Workshop Summary, Photos, Sign -in Sheet 3.3 Workshop Summary, Photos, Sketches, Sign -In Sheet 3.4 PowerPoint Presentation, Workshop Summary, Photos, Sign -in Sheet 3.5 Engagement data (sign -in sheets, webpage views, etc.), Meeting Minutes 4. f=easibility Study Task 4.1: Develop Feasibility Concept • Based on the existing conditions report and the community input from Workshop #1, a feasibility concept will be developed. The report will discuss barriers, challenges, and opportunities as applicable to both trail concepts and will contain concept sketches of each concept. ■ Responsible Party: Consultant Task 4.2: Draft Feasibility Study • A draft feasibility study report will be prepared based on feedback from Community Workshop #2 and other public comments. The draft will feature multiple design alternatives. • Responsible Party: Consultant Task 4.3: Develop Cost Estimates and Identify Potential Funding Sources ■ Estimate the cost to develop each of the two scenarios. Review and identify potential funding sources for future implementation of each. • Responsible Party: Consultant City of Lodi Agreement Number 74A1137 Attachment It Page 6 of 7 Task 4.4: Joint Improvement Committee, Planning, and Recreation Commission Meeting • Coordinate a joint session among the three City bodies to review the draft report and conceptual designs. Solicit feedback, respond to any questions, and resolve any critical issues. Caltrans staff will be invited to attend. ■ Responsible Party: The City/Consultant Task 4.5: Final Feasibility Study • Complete the final report with the design options engineered to a preliminary design phase and which address comments from the public and the Joint Commission Meeting. Four hard -copies and four electronic copies of the final report will be submitted to Caltrans. Credit of the financial contribution of the grant program will be credited on the cover of the report. • Responsible Party: Consultant Task 4.6: Present Plan to City Council • Present the final Feasibility Study at the City Council meeting and address any final comments and feedback. Caltrans staff will be invited to attend. • Responsible Party: The City/Consultant Task Deliverable 4.1 Feasibility Concepts 4.2 Draft Feasibility Study Report 4.3 Cost Estimates and Funding Sources Report 4.4 Presentation, Meeting Minutes 4.5 Final Feasibility Study Report 4.6 Meeting Minutes s 1Ar CL W 00 z F a CW 0 CIL p } CL a U o CL � E � r 'm U City of Lodi Agreement Number 74A1137 Attachment II Page 7 of 7 RESOLUTION NO. 2021-121 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER AGREEMENT WITH SAN JOAQUIN COUNCIL OF GOVERNMENTS FOR GRANT AND PROJECT MANAGEMENT SERVICES FOR LODI GREENLINE FEASIBILITY STUDY SB1 PLANNING GRANT WHEREAS, the City of Lodi, with support from Bike Lodi, submitted an application for the CalTrans Sustainable Transportation Planning Grant to obtain funding for conducting the Lodi Greenline Feasibility Study (Study); and WHERAS, on May 17, 2019, the City received notice of the conditional grant award, in the amount of $80,750, pending a local match of $16,600, which will be accounted for in the form of staff time; and WHEREAS, the Study will produce a foundational planning document for multiple possible use scenarios for a currently disused 1.75 -mile railroad spur line and will evaluate both a "rail -with -trail" and a "rail -to -trail" development of the right-of-way to connect key outdoor recreational, educational, civic, and commercial centers in the City; and WHEREAS, staff recommends authorizing the City Manager to execute a Master Agreement with San Joaquin Council of Governments for grant and project management services for Lodi Greenline Feasibility Study SB1 Planning Grant. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Master Agreement with San Joaquin Council of Governments for grant and project management services for Lodi Greenline Feasibility Study SB1 Planning Grant; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: May 5, 2021 ------------------------------------------------------------------------ I hereby certify that Resolution No. 2021-121 was passed and adopted by the City Council of the City of Lodi in a regular meeting held May 5, 2021 by the following vote: AYES. COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None JENNIFE USMIR City Clerk 2021-121