CONTRA COSTA TRANSPORTATION AUTHORITY

CONSULTANT AGREEMENT NO. ###

CONSULTANT: XXX

SCOPE OF SERVICES:

EFFECTIVE DATE:

AGREEMENT

THIS CONSULTANT AGREEMENT (“Agreement”), entered into as of this ____day of______________, 20__ is between the CONTRA COSTA TRANSPORTATION AUTHORITY, a local transportation authority created and administered pursuant to Division 19 of the California Public Utilities Code, (“AUTHORITY”), having its principal office at 2999 Oak Road, Suite 100, Walnut Creek, California 94597, and (XXX), having its principal place of business at __________________________________________, (“CONSULTANT”), which parties hereby agree that the services specified herein shall be performed by CONSULTANT in accordance with the provisions of the Agreement which consists of the following:

AgreementExhibit A, General ConditionsExhibit B, Scope of Services Exhibit C, Milestone ScheduleExhibit D, Compensation, Invoicing and PaymentExhibit E, Work as to Which Consultant Retains Ownership (optional)

[Eliminate Exhibit E above and change the following sentence to ‘Exhibits A, B C, and D…” if Section 26.2 is changed to “Left blank by agreement of the parties.”]

Exhibits A, B, C, D, and E are by this reference incorporated herein as if fully set forth and made a part hereof.

Contra Costa Transportation AuthorityConsultant: XXXContract No. ###(NON-FEDERAL PROJECTS March 25, 2013 Revision)

I. SERVICES TO BE PERFORMED: Subject to the terms and conditions hereof, CONSULTANT shall furnish all technical and professional services including all materials, tools, supplies, equipment, transportation, management and supervision, and shall perform all operations necessary and required to satisfactorily perform the services as set forth in Exhibit B, “Scope of Services.”

II. TERM OF THE AGREEMENT: Subject to the limitation of the Total Agreement Value provided in Article III below, and consistent with Exhibit C, “Milestone Schedule,” unless terminated earlier pursuant to Sections 15 and 16 of Exhibit A, “General Conditions,” the term of the Agreement shall be from _________________ through ___________________.

III. COMPENSATION: As full consideration for the satisfactory performance and completion by CONSULTANT of this Agreement, AUTHORITY shall pay to CONSULTANT compensation as set forth in Exhibit D, “Compensation, Invoicing and Payment.” Total compensation for the Agreement shall not exceed the following:

Base Work $_____ MaximumExtra Work $_____ MaximumTotal Agreement Value $_____ Maximum

Extra Work must be authorized in accordance with Section 22 of Exhibit A, “General Conditions.” No additional compensation will be paid without a written amendment to the Agreement.

In witness whereof, the parties hereto have executed this Agreement as of the day and year above written.

CONSULTANT

By: XXX[Insert Name of CONSULTANT]

Contra Costa Transportation AuthorityConsultant: XXXContract No. ###(NON-FEDERAL PROJECTS March 25, 2013 Revision)

[Insert Authorized Representative’s Name and Title]

CONTRA COSTA TRANSPORTATION AUTHORITY

Don Tatzin, Chair

Attest:

________________________________________Randell H. Iwasaki, Executive Director

Approved as to Form:

Best Best & Krieger, LLP, Authority Counsel

By: Malathy Subramanian, Partner

Contra Costa Transportation AuthorityConsultant: XXXContract No. ###(NON-FEDERAL PROJECTS March 25, 2013 Revision)

[Fill out with appropriate CONSULTANT Information]

Contra Costa Transportation AuthorityConsultant: XXXContract No. ###(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

EXHIBIT AGENERAL CONDITIONSTABLE OF CONTENTS

SECTION # TITLE PAGE #

1. ENTIRE AGREEMENT............................................................................................................12. DEFINITIONS........................................................................................................................ 13. TOTAL AGREEMENT VALUE..................................................................................................24. INDEPENDENT CONSULTANT...............................................................................................25. LAWS AND REGULATIONS....................................................................................................36. AUDITS, REPORTS, AND RETENTION OF RECORDS...............................................................37. ASSIGNMENT AND SUBCONTRACTS....................................................................................48. AUTHORIZED REPRESENTATIVES AND NOTICES...................................................................59. INDEMNITY.......................................................................................................................... 610. INSURANCE..........................................................................................................................611. TAXES................................................................................................................................. 1012. PAYMENT OF TAXES AND OTHER EXPENSES......................................................................1113. DISALLOWANCE.................................................................................................................1214. NONWAIVER...................................................................................................................... 1215. DEFAULT; REMEDIES..........................................................................................................1216. TERMINATION FOR CONVENIENCE....................................................................................1417. SURVIVAL........................................................................................................................... 1618. PERFORMANCE OF THE SERVICES......................................................................................1619. PAYMENT DOES NOT IMPLY ACCEPTANCE OF WORK........................................................1820. EQUIPMENT.......................................................................................................................1821. FORCE MAJEURE................................................................................................................1922. CHANGES AND EXTRA WORK.............................................................................................1923. CONFIDENTIALITY AND PUBLICITY.....................................................................................2024. PROHIBITED INTEREST.......................................................................................................2125. OWNERSHIP OF RESULTS...................................................................................................2226. SOFTWARE.........................................................................................................................23

Contra Costa Transportation AuthorityConsultant: XXXContract No. ###(NON-FEDERAL PROJECTS March 25, 2013 Revision)

27. FUNDING REQUIREMENTS.................................................................................................2528. DISPUTES............................................................................................................................2529. ADMINISTRATIVE REMEDY FOR AGREEMENT INTERPRETATION.......................................2730. INSPECTION OF WORK.......................................................................................................2731. CLAIMS FILED BY AUTHORITY’S CONSTRUCTION CONTRACTOR........................................2732. SUBMITTING FALSE CLAIMS; MONETARY PENALTIES........................................................2833. NONDISCRIMINATION AND AFFIRMATIVE ACTION............................................................2834. STATEMENT OF COMPLIANCE............................................................................................2935. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT..................................................2936. DRUG-FREE WORKPLACE POLICY.......................................................................................2937. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION.........................................3038. PROHIBITION OF EXPENDING AUTHORITY OR STATE FUNDS FOR LOBBYING....................3039. STATE PREVAILING WAGE RATES.......................................................................................3040. MODIFICATION OF AGREEMENT........................................................................................3141. AGREEMENT MADE IN CALIFORNIA; VENUE......................................................................3142. CAPTIONS...........................................................................................................................3143. ENTIRE AGREEMENT..........................................................................................................3144. COMPLIANCE WITH LAWS..................................................................................................3145. SEVERABILITY.....................................................................................................................3146. DEBARMENT AND SUSPENSION CERTIFICATION................................................................32

Contra Costa Transportation AuthorityConsultant: XXXContract No. ###(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

EXHIBIT A

GENERAL CONDITIONS

For the work and services set forth in Exhibit B, “Scope of Services,” AUTHORITY is responsible for the selection of CONSULTANT and the administration of the Agreement. CONSULTANT’s personnel performing services related to this phase of the Project shall perform such services as directed by AUTHORITY.

1. ENTIRE AGREEMENT

The Agreement, including the Exhibits hereto, constitutes the entire agreement between AUTHORITY and CONSULTANT relating to the subject matter hereof and supersedes any previous agreements or understandings.

2. DEFINITIONS

2.1 “AUTHORITY” means Contra Costa Transportation Authority and all of its authorized representatives acting in their professional and technical capacities.

2.2 “CALTRANS” means the State of California Department of Transportation and all of its authorized representatives acting in their professional and technical capacities.

2.3 “CONSULTANT” means XXX, his, hers or its employees, authorized representatives, successors, and permitted assigns.

2.4 “Measure C” means the Ordinance and Expenditure Plan adopted by AUTHORITY and approved by the voters of Contra Costa in November 1988.

2.5 “Measure “J” means the Ordinance and Expenditure Plan adopted by AUTHORITY and approved by the voters of Contra Costa in November 2004.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 1 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

2.6 “OSHA” means the California Occupational Safety and Health Act of 1973 (California Labor Code Sections 6300 et seq.) and the Division of Occupational Safety and Health of the California Department of Industrial Relations, as Administrator, and all of its authorized representatives acting in their professional and technical capacities.

2.7 “Project” means that project or program in connection with which the Services are to be performed as described in Exhibit B, Scope of Services.

2.8 “Services” means all the professional, technical, and administrative services and responsibilities to be performed by CONSULTANT as specified, stated, indicated or implied in this Agreement.

3. TOTAL AGREEMENT VALUE

3.1 AUTHORITY’s obligation hereunder shall not at any time exceed the amount stated in Article III of this Agreement (“Total Agreement Value”). Officers and employees of AUTHORITY are not authorized to request, and AUTHORITY is not required to reimburse the CONSULTANT for, commodities or services beyond the agreed upon contract scope, including Total Agreement Value, unless the changed scope is authorized by amendment and approved in the same manner as this Agreement.

3.2 Officers and employees of AUTHORITY are not authorized to offer or promise, nor is AUTHORITY required to honor, any offered or promised additional funding in excess of the Total Agreement Value for which this Agreement is authorized without an amendment authorizing additional funding.

4. INDEPENDENT CONSULTANT

4.1 CONSULTANT or any agent or employee of CONSULTANT shall be deemed at all times to be an independent CONSULTANT and is wholly responsible for the manner in which it performs the services and work requested by AUTHORITY under this Agreement. CONSULTANT or any agent or employee of CONSULTANT is liable for the acts and omissions of itself, its employees and its agents. Nothing in this Agreement shall be construed as creating an employment or agency relationship between AUTHORITY and CONSULTANT or any agent or employee of CONSULTANT.

4.2 Any terms in this Agreement referring to direction from AUTHORITY shall be construed as providing for direction as to policy and the result of

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 2 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONSULTANT’s work only, and not as to the means by which such a result is obtained. AUTHORITY does not retain the right to control the means or the method by which CONSULTANT performs work under this Agreement.

5. LAWS AND REGULATIONS

5.1 CONSULTANT and its employees, agents and subconsultants performing the Services hereunder shall at all times comply with all applicable laws, ordinances, statutes and regulations in effect at the time Services under this Agreement are performed.

5.2 CONSULTANT shall indemnify and hold harmless AUTHORITY from and against any and all claims or expenses caused directly or indirectly by its failure to so comply if such failure results from the negligence of CONSULTANT.

6. AUDITS, REPORTS, AND RETENTION OF RECORDS

6.1 CONSULTANT shall submit progress reports monthly and as part of Invoicing, Section 5, Exhibit D. The report should be sufficiently detailed for AUTHORITY’s Authorized Representative (see Section 8 below) to determine if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings; and to sufficiently address any difficulties or special problems encountered, so remedies can be developed. CONSULTANT’s Authorized Representative (see Section 8 below) shall meet with AUTHORITY’s Authorized Representative, as needed, to discuss progress on the Project.

6.2 CONSULTANT, subconsultants, and AUTHORITY shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including, but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the period of the Agreement and for three (3) years from the date of final payment under the Agreement. AUTHORITY, the State of California, the State Auditor, FHWA, or any duly authorized representative of the federal government shall have access to any books, records, and documents of CONSULTANT that are pertinent to the Agreement for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 3 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

6.3 [This subsection is required only if a post-award audit is necessary. If no post-award audit is desired, leave the section number and replace the text of the section with the following language: “Left blank by agreement of the parties.”]

The Cost Proposal (Attachment 1 to Exhibit B) is subject to a post-award audit. After any post-award audit recommendations are received, the Attachment 1 to Exhibit B shall be adjusted by the CONSULTANT and approved by the AUTHORITY to conform to the audit recommendations. The CONSULTANT agrees that individual items of cost identified in the audit report may be incorporated into the Agreement at the AUTHORITY’S sole discretion. Refusal by the CONSULTANT to incorporate the interim audit or post-award recommendations will be considered a breach of the Agreement terms and cause for termination of the Agreement.

7. ASSIGNMENT AND SUBCONTRACTS

7.1 The services to be performed by CONSULTANT are personal in character and CONSULTANT shall perform the work contemplated with resources available within its own organization. CONSULTANT shall not assign, delegate or subcontract this Agreement nor any duties, obligations or any part of the Services without the prior written consent of AUTHORITY.

7.2 Nothing contained in this Agreement or otherwise, shall create any contractual relationship between AUTHORITY and any subconsultants. An assignment to subconsultants shall neither obligate AUTHORITY beyond the obligations and liabilities laid down in this Agreement nor relieve CONSULTANT from any obligation or liability under this Agreement. The parties enter into this Agreement for the sole benefit of the parties, to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this Agreement.

7.3 Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.

7.4 CONSULTANT agrees to be fully responsible to AUTHORITY for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 4 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

to pay its subconsultants is an independent obligation from AUTHORITY’s obligation to make payments to CONSULTANT.

7.5 Any substitution of subconsultants must be approved by AUTHORITY in writing in advance of assigning work to a substitute subconsultant.

7.6 CONSULTANT shall pay its subconsultants within thirty (30) calendar days from receipt of each payment made to CONSULTANT by AUTHORITY.

7.7 No retainage will be withheld by AUTHORITY from progress payments due CONSULTANT. Retainage by CONSULTANT or subconsultants is prohibited, and no retainage will be held by CONSULTANT from progress payments due subconsultants. Any violation of this provision shall subject the violating CONSULTANT or subconsultant 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 CONSULTANT or subconsultants in the event of a dispute involving late payment or nonpayment by CONSULTANT or deficient subcontract performance, or noncompliance by a subconsultant.

7.8 If so requested by AUTHORITY, copies of all reimbursable subcontracts shall be provided to AUTHORITY.

7.9 Any subcontract entered into as a result of this Agreement shall be performed by the subconsultant in accordance with the terms of this Agreement and shall contain all material provisions, including, especially, Sections 6, 7, 24, 25, 31 and 33. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all the provisions stipulated in this contract to be applicable to subconsultants.

8. AUTHORIZED REPRESENTATIVES AND NOTICES

8.1 AUTHORITY and CONSULTANT shall each designate, in writing, an Authorized Representative who has authority to act on its behalf with respect to this Agreement.

8.2 Written notification to the other party shall be provided in advance of changes in name or address of such Authorized Representatives.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 5 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

8.3 Notices provided for under this Agreement shall be in writing and shall be served on the Authorized Representative of the receiving party, either personally at the party’s offices, or by registered mail to its office address.

8.4 AUTHORITY hereby designates as its Authorized Representative the Deputy Executive Director, Projects, whose name and address are as follows:

Ross A. ChittendenContra Costa Transportation Authority2999 Oak Road, Suite 100Walnut Creek, CA 94597

8.5 CONSULTANT hereby designates as its Authorized Representative _________________________________, whose name and address are as follows:

_________________________________________________________________________________________________________________________________________________________________________________________

9. INDEMNITY

CONSULTANT shall indemnify and hold AUTHORITY free and harmless from any and all claims, demands, causes of actions, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, to the extent arising out of any negligent acts, recklessness or willful misconduct of CONSULTANT in connection with the performance of the Services under this Agreement. CONSULTANT will reimburse AUTHORITY for any and all legal expenses and costs, including attorneys' fees, incurred by AUTHORITY in connection therewith or in enforcing the indemnity herein provided. This Section shall survive termination of this Agreement.

10. INSURANCE

10.1 CONSULTANT shall maintain the following insurance in force during the entire term of this Agreement, without lapse, and in the case of any insurance provided under a claims-made form, for a period of three years beyond the expiration of this Agreement, to the effect that, should occurrences during the term of the Agreement give rise to claims made

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 6 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

after expiration of the Agreement, such claims shall be covered by such claims-made policies:

10.1.1 Workers’ Compensation Insurance covering CONSULTANT’s employees in accordance with statutory requirements of all jurisdiction(s) in which any and all Services are being performed, with Employer’s Liability Insurance in an amount not less than $1,000,000 per occurrence for injuries incurred in providing services under this Agreement.

10.1.2 Commercial General Liability Insurance including contractual liability, premises and operations, personal injury, completed operations, and independent consultant liability, with a combined single limit not less than $5,000,000. The required limits may be satisfied by a combination of a primary policy and an excess or umbrella policy with terms at least as broad as the primary policy.This policy shall conform to or include the following:

10.1.2.1 A provision or endorsement naming AUTHORITY, its officials, employees, and successors in interest [insert if appropriate: “and CALTRANS, its officials, employees, and successors in interest”] as additional insureds with respect to the liability arising out of the performance of the Services by CONSULTANT under this Agreement, including completed operations coverage.

10.1.2.2 Provisions that the insurance is primary insurance with respect to AUTHORITY, its officials, employees, and successors in interest [insert if appropriate: “and CALTRANS, its officials, employees, and successors in interest”]. Any insurance or self-insurance maintained by AUTHORITY, its officials, employees, or successors in interest shall be excess of CONSULTANT's insurance and shall not contribute with it.

10.1.2.3 A waiver of subrogation clause.

10.1.2.4 Provisions or endorsements stating that the coverage contains no special limitations on the scope of protection afforded to AUTHORITY, its officials, employees, or successors in interest [insert if

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 7 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

appropriate: “and CALTRANS, its officials, employees, and successors in interest”].

10.1.2.5 Provisions or endorsements stating that insurance shall apply separately to each insured against whom claim is made or suit is brought, subject to the limits of the insurer's liability.

10.1.2.6 Coverage for use of watercraft, where applicable.

10.1.3 Automobile Liability Insurance covering owned, non-owned, uninsured motorist, leased and hired vehicles with limits not less than $1,000,000 each person and $1,000,000 each occurrence for bodily injury, and $1,000,000 each occurrence for property damage. A combined single limit of not less than $2,000,000 will meet this requirement. AUTHORITY shall be added by CONSULTANT as an additional insured on this policy and CONSULTANT’s insurance policy shall be primary insurance with respect to AUTHORITY and its employees, agents, officers and directors. Any insurance maintained by AUTHORITY shall be excess of CONSULTANT’s insurance.

10.1.4 Professional Liability Insurance (covering errors and omissions), with limits not less than $3,000,000 per claim, a deductible or self-insured retention not to exceed $_________________ and a retroactive date no later than the beginning date of the Term of this Agreement.

10.1.5 [This subsection is required only where CONSULTANT or its subconsultants are required to perform remedial operations such as excavation, removal and/or storage of contaminated soils or hazardous wastes. If such performance is not part of this Agreement, leave the section number and replace the text of the section with the following language: “Left blank by agreement of the parties.”]

CONSULTANT’s Pollution Liability Insurance covering bodily injury, property damage and environmental damage, including related cleanup costs arising out of performance of the Services with limits not less than $2,000,000 per occurrence and in the aggregate.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 8 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

10.2 All policies shall be issued by an insurance company or companies licensed or approved to do business in the State of California by the California Department of Insurance, that maintains a Secure Best’s Rating of “A-” or higher, unless otherwise approved by AUTHORITY.

10.3 Prior to commencing Services under this Agreement, CONSULTANT shall furnish to AUTHORITY certificates of insurance evidencing each of the insurance coverages required by this Agreement. Such certificates shall provide that not less than thirty (30) calendar days advance notice in writing will be given to AUTHORITY prior to cancellation or termination of said policies of insurance, except ten (10) calendar days in the event of non-payment of premium, mailed to the following address:

Ross A. ChittendenDeputy Executive Director, ProjectsContra Costa Transportation Authority2999 Oak Road, Suite 100Walnut Creek, CA 94597Phone: (925) 256-4735Email: rchittenden@ccta.net

10.4 Should any required insurance lapse during the term of this Agreement, requests for payments originating after such lapse shall not be processed until AUTHORITY receives satisfactory evidence of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not reinstated, AUTHORITY may, at its sole option, terminate this Agreement effective on the date of such lapse of insurance.

10.5 The requirements contained herein as to types and limits of insurance to be maintained by CONSULTANT are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by CONSULTANT under this Agreement.

10.6 Subconsultant Insurance

10.6.1 CONSULTANT shall require all subconsultants it uses to perform this Agreement to provide the same minimum scope and limits of insurance as required herein. If requested by AUTHORITY, CONSULTANT shall promptly provide insurance certificates evidencing coverage for each subconsultant. AUTHORITY shall have the right to contact subconsultants directly in order to verify the above coverage.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 9 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

10.6.2 [This subsection is required only where CONSULTANT’s subconsultants do not have insurance limits equal to the CONSULTANT. If subconsultants have these limits, leave the section number and replace the text of the section with the following language: “Left blank by agreement of the parties.”]

AUTHORITY approves exceptions to Subconsultant insurance limits for:

Subconsultant Type of Insurance Insurance Limit

11. TAXES

11.1 Payment of any taxes, including possessory interest taxes and California sales and use taxes, levied upon or as a result of this Agreement, or the services delivered pursuant hereto, shall be the obligation of CONSULTANT.

11.2 CONSULTANT recognizes and understands that this Agreement may create a “possessory interest” for property tax purposes. Generally, such a possessory interest is not created unless the Agreement entitles CONSULTANT to possession, occupancy, or use of AUTHORITY property for private gain. If such a possessory interest is created, then the following shall apply:

11.2.1 CONSULTANT, on behalf of itself and any permitted successors and assigns, recognizes and understands that CONSULTANT, and any permitted successors and assigns, may be subject to real property tax assessments on the possessory interest;

11.2.2 CONSULTANT, on behalf of itself and any permitted successors and assigns, recognizes and understands that the creation, extension, renewal, or assignment of this Agreement may result in a “change in ownership” for purposes of real property taxes, and therefore may result in a revaluation of any possessory interest created by this Agreement. Accordingly, CONSULTANT agrees on

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 10 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

behalf of itself and its permitted successors and assigns to report on behalf of AUTHORITY to the County Assessor the information required by California Revenue and Taxation Code Section 480.5, as amended from time to time, and any successor provision.

11.2.3 CONSULTANT, on behalf of itself and any permitted successors and assigns, recognizes and understands that other events also may cause a change of ownership of the possessory interest and result in the revaluation of the possessory interest (see, e.g., California Revenue & Taxation Code Section 64, as amended from time to time). Accordingly, CONSULTANT agrees on behalf of itself and its permitted successors and assigns to report any change in ownership to the County Assessor, the State Board of Equalization or other public agency as required by law.

11.2.4 CONSULTANT further agrees to provide such other information as may be requested by AUTHORITY to enable AUTHORITY to comply with any reporting requirements for possessory interests that are imposed by applicable law.

11.2.5 CONSULTANT shall provide AUTHORITY with an executed copy of a W-9 “Request for Taxpayer Identification Number and Certification” form. See Form located after the signature page of this Agreement.

12. PAYMENT OF TAXES AND OTHER EXPENSES

12.1 Should AUTHORITY, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that CONSULTANT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by CONSULTANT which can be applied against this liability). AUTHORITY shall then forward those amounts to the relevant taxing authority.

12.2 Should a relevant taxing authority determine a liability for past services performed by CONSULTANT for AUTHORITY, upon notification of such fact by AUTHORITY, CONSULTANT shall promptly remit such amount due or arrange with AUTHORITY to have the amount due withheld from future payments to CONSULTANT under this Agreement (again, offsetting

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 11 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

any amounts already paid by CONSULTANT which can be applied as a credit against such liability).

12.3 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, CONSULTANT shall not be considered an employee of AUTHORITY. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that CONSULTANT is an employee for any other purpose, CONSULTANT agrees to a reduction in AUTHORITY’s financial liability so that AUTHORITY’s total expenses under this Agreement are not greater than they would have been had the court, arbitrator, or administrative authority determined that CONSULTANT was not an employee.

13. DISALLOWANCE

If CONSULTANT claims or receives payment from AUTHORITY for a service provided hereunder and the State of California or the United States Government determines that the payment should be disallowed because the payment does not conform to the requirements of this Agreement, CONSULTANT shall promptly refund the disallowed amount to AUTHORITY. If CONSULTANT disagrees with the determination by the State of California or the United States Government, CONSULTANT may seek resolution of the matter as a dispute according to the terms of this Agreement. At its option, AUTHORITY may offset the amount disallowed from any payment due or to become due to CONSULTANT under this Agreement or any other Agreement.

14. NONWAIVER

Failure of a party to insist upon strict performance of any terms or conditions of this Agreement, or failure or delay in exercising any rights or remedies provided herein or by law, or failure to properly notify the other party in the event of breach, or the acceptance of or payment for any Services hereunder shall not release the other party from the terms, conditions, representations or obligations of this Agreement applicable to it, and shall not be deemed a waiver of any right of the first party to insist upon strict performance hereof or upon any of its rights or remedies as to any prior or subsequent default hereunder.

15. DEFAULT; REMEDIES

15.1 Each of the following shall constitute an event of default by CONSULTANT (“Event of Default”) under this Agreement:

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 12 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

15.1.1 CONSULTANT fails or refuses to perform or observe any term, covenant or condition contained in any of the following Sections of this Agreement: 7, 9, 10, 13, 23, 32 or 38.

15.1.2 CONSULTANT fails or refuses to perform or observe any other term, covenant or condition contained in this Agreement, and such default continues for a period of ten (10) days after written notice thereof from AUTHORITY to CONSULTANT.

15.1.3 CONSULTANT (i) is generally not paying its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it, of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers of CONSULTANT or of any substantial part of CONSULTANT’s property or (v) takes action for the purpose of any of the foregoing.

15.1.4 A court or government authority enters an order (A) appointing a custodian, receiver, trustee or other officer with similar powers with respect to CONSULTANT or with respect to any substantial part of CONSULTANT’s property, (B) constituting an order for relief or approving a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction or (C) ordering the dissolution, winding-up or liquidation of CONSULTANT.

15.2 On and after any Event of Default, AUTHORITY shall have the right to exercise its legal and equitable remedies, including, without limitation, the right to terminate this Agreement or to seek specific performance of all or any part of this Agreement. In addition, AUTHORITY shall have the right (but no obligation) to cure (or cause to be cured) on behalf of CONSULTANT any Event of Default; CONSULTANT shall pay to AUTHORITY on demand all costs and expenses incurred by AUTHORITY in effecting such cure, with interest thereon from the date of incurrence at the maximum rate then permitted by law. AUTHORITY shall have the right to offset from any amounts due to CONSULTANT under this Agreement all

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 13 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

damages, losses, costs or expenses incurred by AUTHORITY as a result of such Event of Default pursuant to the terms of this Agreement.

15.3 All remedies provided for in this Agreement may be exercised individually or in combination with any other remedy available hereunder or under applicable laws, rules and regulations. The exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy.

16. TERMINATION FOR CONVENIENCE

16.1 [If State Funding will be utilized on the contract, 30 days notice is required. If no State Funding then use 10 days notice]

AUTHORITY shall have the option, in its sole discretion, to terminate this Agreement, at any time during the term hereof, for convenience and without cause. AUTHORITY shall exercise this option by giving CONSULTANT no less than thirty (30) / ten (10) days advance written notice of termination, specifying the date on which termination shall become effective and with the reasons for termination stated in the notice.

16.2 Upon receipt of the notice, CONSULTANT shall commence and perform, with diligence, all actions necessary on the part of CONSULTANT to effect the termination of this Agreement on the date specified by AUTHORITY and to minimize the liability of CONSULTANT and AUTHORITY to third parties as a result of termination. All such actions shall be subject to the prior approval of AUTHORITY. Such actions shall include, without limitation:

16.2.1 Halting the performance of all services and other work under this Agreement on the date(s) and in the manner specified by AUTHORITY.

16.2.2 Not placing any further orders or subcontracts for materials, services, equipment or other items.

16.2.3 Terminating all existing orders and subcontracts.

16.2.4 At AUTHORITY’s direction, assigning to AUTHORITY any or all of CONSULTANT’s right, title, and interest under the orders and subcontracts terminated. Upon such assignment, AUTHORITY shall have the right, in its sole discretion, to settle or pay any or all

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 14 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

claims arising out of the termination of such orders and subcontracts.

16.2.5 Subject to AUTHORITY’s approval, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts.

16.2.6 Completing performance of any services or work that AUTHORITY designates to be completed prior to the date of termination specified by AUTHORITY.

16.2.7 Taking such action as may be necessary, or as AUTHORITY may direct, for the protection and preservation of any property related to this Agreement which is in the possession of CONSULTANT and in which AUTHORITY has or may acquire an interest.

16.3 Within 30 days after the specified termination date, CONSULTANT shall submit to AUTHORITY an invoice, which shall set forth each of the following as a separate line item:

16.3.1 The reasonable cost to CONSULTANT, for all services and other work AUTHORITY directed CONSULTANT to perform prior to the specified termination date, for which services or work AUTHORITY has not already tendered payment. Reasonable costs may include a reasonable allowance for actual overhead and profit per Exhibit D. CONSULTANT may also recover the reasonable cost of preparing the invoice.

16.3.2 The reasonable cost to CONSULTANT of handling material or equipment returned to the vendor, delivered to AUTHORITY or otherwise disposed of as directed by AUTHORITY.

16.3.3 A deduction for the cost of materials to be retained by CONSULTANT, amounts realized from the sale of materials and not otherwise recovered by or credited to AUTHORITY, and any other appropriate credits to AUTHORITY against the cost of the services or other work.

16.4 In no event shall AUTHORITY be liable for costs incurred by CONSULTANT or any of its subconsultants after the termination date specified by AUTHORITY, except for those costs specifically enumerated and described in the immediately preceding Section 16.3. Such non-recoverable costs

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 15 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

include, but are not limited to, anticipated profits on this Agreement, post-termination employee salaries, post-termination administrative expenses, post-termination overhead or unabsorbed overhead, attorneys’ fees or other costs relating to the prosecution of a claim or lawsuit, prejudgment interest, or any other expense which is not reasonable or authorized under such Section 16.3.

16.5 In arriving at the amount due to CONSULTANT under this Section, AUTHORITY may deduct: (1) all payments previously made by AUTHORITY for work or other services covered by CONSULTANT’s final invoice; (2) any claim which AUTHORITY may have against CONSULTANT in connection with this Agreement; (3) any invoiced costs or expenses excluded pursuant to the immediately preceding Section 16.4; and (4) in instances in which, in the reasonable opinion of AUTHORITY, the cost of any service or other work performed under this Agreement is excessively high due to costs incurred to remedy or replace defective or rejected services or other work performed that does not comply with CONSULTANT’s duty of care under this Agreement, the difference between the invoiced amount and AUTHORITY’s estimate of the reasonable cost of performing the invoiced services or other work in compliance with the requirements of this Agreement.

16.6 AUTHORITY’s payment obligation under this Section shall survive termination of this Agreement.

17. SURVIVAL

The rights and obligations of the parties which by their nature survive termination or completion of the Services covered by this Agreement, including but not limited to those set forth in Sections entitled: (i) AUDITS, REPORTS AND RETENTION OF RECORDS; (ii) INDEMNITY; (iii) DEFAULT; REMEDIES; (iv) TERMINATION FOR CONVENIENCE; (v) PERFORMANCE OF THE SERVICES; (vi) CONFIDENTIALITY AND PUBLICITY; (vii) OWNERSHIP OF RESULTS; and (viii) DISPUTES shall remain in full force and effect after termination or completion.

18. PERFORMANCE OF THE SERVICES

18.1 CONSULTANT represents that it has the necessary experience, and is properly qualified, registered, licensed, equipped, organized and financed to perform the Services under this Agreement. CONSULTANT shall commit adequate resources to complete the Project within the schedule specified in this Agreement.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 16 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

18.2 CONSULTANT shall perform the Services under this Agreement with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature. Work under this Agreement shall be performed only by competent personnel under the supervision of and in the employment of CONSULTANT. CONSULTANT will comply with AUTHORITY’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at AUTHORITY’s request, must be supervised by CONSULTANT.

18.3 CONSULTANT shall at its own expense promptly re-perform any services which fail to meet the above standard, provided that such re-performance shall not relieve CONSULTANT from any liability or obligation hereunder.

18.4 For satisfactory performance of the Services, AUTHORITY will compensate CONSULTANT in the manner and at the times specified in Exhibit D, “Compensation, Invoicing and Payment.”

18.5 [This section is optional and may be deleted if there are no Key Personnel required under the particular circumstances of the contract. If this sections is used the hours will typically be between 160 to 240 hours. If a number besides 160 hours is used, change the numbers in the paragraph below. If this section is deleted, leave the section number and replace the title and text of the section with the following language: “Left blank by agreement of the parties.”]

CONSULTANT agrees that the Key Personnel listed herein are an essential element of this Agreement and that reassigning or reducing the commitment of such Key Personnel without the prior approval of AUTHORITY will result in damages being sustained by AUTHORITY. Since it is not practical or feasible to determine the exact actual amount of such damage, it is further agreed that should CONSULTANT reassign or reduce the commitment of the Key Personnel within the first two (2) years of their employment on the project without AUTHORITY’s approval, CONSULTANT shall provide a suitable replacement, subject to the approval of AUTHORITY. CONSULTANT shall neither charge AUTHORITY for the first one hundred sixty (160) person hours of work of the replacement personnel on the project nor be reimbursed for any relocation or other costs associated with such change.

AUTHORITY will not require the 160 hour credit should a key person leave for reasons outside of CONSULTANT’s control.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 17 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

Name Position

19. PAYMENT DOES NOT IMPLY ACCEPTANCE OF WORK

The granting of any payment by AUTHORITY, or the receipt thereof by CONSULTANT, shall in no way lessen the liability of CONSULTANT to replace unsatisfactory work, equipment, or materials, although the unsatisfactory character of such work, equipment or materials may not have been apparent or detected at the time such payment was made. Materials, equipment, components, or workmanship that does not conform to the requirements of this Agreement may be rejected by AUTHORITY and in such case must be replaced by CONSULTANT without delay.

20. EQUIPMENT

20.1 EQUIPMENT PURCHASES

20.1.1 Prior authorization in writing, by the AUTHORITY’s Contract Manager shall be required before the CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. The CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

20.1.2 For purchases of any item, service or consulting work not covered in the CONSULTANT’S Cost Proposal and exceeding $5,000 prior authorization by the AUTHORITY’s Contract Manager; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified.

20.1.3 Any equipment purchased as a result of this contract is subject to the following: “The CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the AUTHORITY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, the CONSULTANT may either keep the equipment and credit the AUTHORITY in an

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 18 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established AUTHORITY procedures; and credit the AUTHORITY in an amount equal to the sales price. If the CONSULTANT elects to keep the equipment, fair market value shall be determined at the CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by the AUTHORITY and the CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by the AUTHORITY.”

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

20.2 AUTHORITY shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even though such equipment be furnished, rented or loaned to CONSULTANT by AUTHORITY.

21. FORCE MAJEURE

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party (e.g. an act of God, an act of the public enemy, strikes or other labor disturbances, earthquakes, fires, floods, epidemics, embargoes, war and riots).

22. CHANGES AND EXTRA WORK

22.1 When changes in the Services are required by AUTHORITY or requested by CONSULTANT, CONSULTANT shall promptly estimate their effect on the cost of the Services, and on its schedule, and so notify AUTHORITY.

22.2 No change shall be implemented by CONSULTANT unless it is approved by AUTHORITY in writing and CONSULTANT has received notification from AUTHORITY to proceed. Unless otherwise agreed to in writing, all provisions of this Agreement shall apply to all changes in the Services.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 19 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

22.3 If a change materially affects the Total Agreement Value or time of performance of this Agreement, CONSULTANT and AUTHORITY will mutually agree in writing to an equitable adjustment.

22.4 AUTHORITY may request Extra Work to be performed by CONSULTANT. Extra Work means work generally similar in character and scope to the work provided herein, which was not authorized in the original Agreement and is, subsequent to the execution of this Agreement by all parties hereto, determined by AUTHORITY to be necessary for the Project (“Extra Work”). Upon receipt of an Extra Work authorization from AUTHORITY’s Authorized Representative, CONSULTANT shall continue performance of the Services as revised by the authorization. Adjustments to CONSULTANT's compensation due to authorized Extra Work shall be made only within the Total Agreement Value of the Agreement.

22.5 If AUTHORITY determines that revisions to the “Scope of Services,” “Milestone Schedule,” “Compensation,” or other parts of the Agreement are necessary, they shall be mutually agreed upon and incorporated herein through the execution of written amendments to this Agreement.

23. CONFIDENTIALITY AND PUBLICITY

23.1 CONSULTANT understands and agrees that, in the performance of the work or services under this Agreement or in contemplation thereof, CONSULTANT may have access to private or confidential information which may be owned or controlled by AUTHORITY and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to AUTHORITY. CONSULTANT shall exercise the same standard of care to protect such information as a reasonably prudent CONSULTANT would use to protect its own proprietary data.

23.2 CONSULTANT shall not disclose to third parties, or disclose or use for any purpose other than performance of the Services, without the written consent of AUTHORITY, any information provided to CONSULTANT by AUTHORITY in connection with performance of this Agreement, or any information developed or obtained by CONSULTANT in the performance of this Agreement unless (1) the information is known to CONSULTANT prior to obtaining same from AUTHORITY or performing Services under this Agreement; (2) the information is, at the time of disclosure by CONSULTANT, then in the public domain; or (3) the information is

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 20 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

obtained by or from a third party who did not receive same, directly or indirectly, from CALTRANS or AUTHORITY, and who has no obligation of confidentiality with respect thereto.

23.3 CONSULTANT agrees that all information disclosed by AUTHORITY to CONSULTANT shall be held in confidence and used only in performance of the Agreement, including but not limited to the following:

23.3.1 CONSULTANT shall not use AUTHORITY or Measure C or Measure J name, logo, insignia, photographs or any other publicity in any medium without the express written consent of AUTHORITY, which consent shall not be unreasonably withheld.

23.3.2 CONSULTANT shall not make public announcements, or issue publicity or press releases related to its Services under this Agreement without prior approval from AUTHORITY.

23.4 Notwithstanding the foregoing, CONSULTANT shall have the right to make an appropriate response without the approval of AUTHORITY, but having due regard for its interests, in the event the news media publishes information regarding services provided hereunder which negatively affect CONSULTANT's professional, financial or legal interests.

24. PROHIBITED INTEREST

24.1 Disclosure. CONSULTANT shall disclose any financial, business, or other relationship with AUTHORITY that may have an impact upon the outcome of this Agreement, or any ensuring AUTHORITY construction project.

24.2 Solicitation. CONSULTANT represents that it has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement. For breach or violation of this representation, AUTHORITY shall have the right to rescind the Agreement without liability.

24.3 Conflict of Interest. CONSULTANT hereby certifies that it does not now have, nor shall it acquire, any financial or business interest that would conflict with the performance of services under this Agreement.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 21 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONSULTANT agrees that, for the term of the Agreement, no member, officer or employee of a public body within the City and County of Contra Costa, or member or delegate to the Congress of the United States, during the individual's tenure and for one (1) year thereafter, shall have any direct interest in the Agreement, or in any direct or material benefit arising therefrom. Through its execution of this Agreement, CONSULTANT acknowledges that it is familiar with the provisions of Section 87100 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitute a violation of said provisions.

24.4 [This section must be included if the Master Cooperative Agreement with CALTRANS (90.00.04/CT Agreement 4-2221) is used for the project and the services being performed are design (PS&E). If this section is deleted, leave the section number and replace the title and text of the section with the following language: “Left blank by agreement of the parties.”]

Prohibited Conflict of Interest with Contractor. CONSULTANT acknowledges and agrees that, as a firm or individual retained by AUTHORITY to assist in Project plans specifications and estimates (“PS&E”), CONSULTANT shall not be eligible to participate in the competition for Project construction and is prohibited from providing any services related to the Project as an employee of, or under contract with, the Project’s future construction contractor.

24.5 Conflict of Employment. CONSULTANT shall not retain, compensate or employ personnel who are concurrently employees of AUTHORITY during the performance of this Agreement. CONSULTANT shall not hire personnel to work on any aspect of this Agreement who have been employed by AUTHORITY at any time during the one (1) year period preceding the date of this Agreement if such personnel have participated in securing this or other Agreements between CONSULTANT and AUTHORITY.

25. OWNERSHIP OF RESULTS

25.1 Upon completion of all work under this Agreement, ownership and title to all drawings, blueprints, studies, memoranda, computation sheets, computer files and media, reports, plans, specifications, estimates or other documents produced as part of this Agreement will automatically be vested in AUTHORITY; and no further agreement will be necessary to

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 22 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

transfer ownership to AUTHORITY. CONSULTANT shall furnish AUTHORITY all necessary copies of data needed to complete the review and approval process.

25.2 CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with, the modification, or misuse by AUTHORITY of the machine-readable information and data provided by CONSULTANT under this Agreement; further, CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with, any use by AUTHORITY of the Project documentation on other projects; for additions to this Project, or for the completion of this Project by others, except only such use as may be authorized in writing by CONSULTANT.

25.3 AUTHORITY may permit copyrighting reports or other Agreement products. AUTHORITY shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish or otherwise use; and to authorize others to use, the work for government purposes.

26. SOFTWARE

26.1 As between AUTHORITY and CONSULTANT, except as set forth below in this Section 26, all right, title, and interest, including copyright interests and any other intellectual property, in and to software and any other programs, systems, data, or materials produced or provided by CONSULTANT, alone or in combination with AUTHORITY and/or its employees, under this Agreement, if any, shall be the property of AUTHORITY. CONSULTANT agrees that, except as otherwise provided in this Section 26 hereof, any contribution by CONSULTANT or its employees to the creation of such works shall, upon their creation, be owned exclusively by AUTHORITY. To the extent that any such works may not be considered works made for hire for AUTHORITY under applicable law, CONSULTANT agrees to assign and, upon creation, automatically assigns to AUTHORITY the ownership of such works, including copyright interests and any other intellectual property therein, without the necessity of any further consideration. CONSULTANT agrees to provide any material and execute any documents necessary to effectuate such assignment.

26.2 [This subsection is required only if AUTHORITY and CONSULTANT use the optional Exhibit E, “Work as to Which Consultant Retains Ownership.” If parties do not require Exhibit E, leave the section number and replace the text of the section with the following language: “Left blank by agreement of the parties.”]

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 23 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

Notwithstanding Section 26.1, CONSULTANT hereby reserves and retains ownership of the works identified in Exhibit E attached hereto, which CONSULTANT created before entering into this Agreement. With respect to such works, and without further charge, AUTHORITY shall have a nonexclusive license to use such works in machine-readable form throughout AUTHORITY’s organization. Pursuant to such license, AUTHORITY may also modify and make additional copies of such works for internal use and installation by AUTHORITY. CONSULTANT shall also make available the source code version of such works, as requested by AUTHORITY, for support, updating, special applications and maintenance purposes, provided that the use and handling of source code shall be subject to strict confidentiality procedures. AUTHORITY is cautioned against making unreviewed changes to such works that could disrupt or impair the functioning of the software.

26.3 It is mutually acknowledged that, during the normal course of its dealings with AUTHORITY and the software under this Agreement, CONSULTANT and its personnel and agents may become acquainted with ideas, concepts, know-how, methods, techniques, processes, skills, and adaptations pertaining to the software, including those that AUTHORITY considers to be proprietary or secret. Notwithstanding anything in this Agreement to the contrary, and regardless of any termination of this Agreement, CONSULTANT shall be entitled to use, disclose, and otherwise employ any ideas, concepts, know-how, methods, techniques, processes, and skills, and adaptations, including generalized features of the sequence, structure, and organization of any works of authorship, in conducting its business (including providing services or creating programming or materials for other customers), and AUTHORITY shall not assert against CONSULTANT or its personnel any prohibition or restraint from so doing.

26.4 AUTHORITY’s interest in and obligation with respect to any programming, materials, or data to be obtained from third-party vendors, regardless of whether obtained with the assistance of CONSULTANT, shall be determined in accordance with the agreements and policies of such vendors.

27. FUNDING REQUIREMENTS

27.1 It is mutually understood that, for the benefit of both parties, this Agreement may have been written before ascertaining the availability of funds or appropriation of funds in order to avoid program and fiscal

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 24 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

delays that would occur if the Agreement were executed after that determination was made.

27.2 This Agreement is valid and enforceable only, if sufficient funds are made available to AUTHORITY for the purpose of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature or AUTHORITY’s governing board that may affect the provisions, terms, or funding of this Agreement in any manner.

27.3 It is mutually agreed that if sufficient funds are not appropriated, this Agreement may be amended to reflect any reduction in funds.

27.4 AUTHORITY has the option to terminate the Agreement under Section 16 hereof, or by mutual agreement to amend the Agreement to reflect any reduction of funds.

28. DISPUTES

28.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by agreement shall be decided by a committee consisting of AUTHORITY’s Authorized Representative and its designated personnel, who may consider written or verbal information submitted by CONSULTANT.

28.2 Not later than thirty (30) days after completion of all work under the Agreement, CONSULTANT may request review by AUTHORITY’s governing board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

28.3 If any claim or dispute, other than audit, is not resolved pursuant to Sections 28.1 or 28.2 above, AUTHORITY and CONSULTANT shall agree to a method of non-binding, alternative dispute resolution, including, but limited to, mediation or non-judicial arbitration to handle the issue. The parties shall have ten (10) business days from the date of written notice from one party to the other party to submit the matter to mediation or non-binding arbitration to seek to resolve the dispute. Such mediator or arbitrator shall have thirty (30) days from the date of his or her appointment to resolve the matter to the satisfaction of the parties.

28.4 If the mediator or arbitrator is unable to bring the parties to an agreement within such thirty (30)-day period or if the parties cannot

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 25 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

agree to a method of non-binding arbitration pursuant to Section 28.3 above, the matter shall be submitted to binding arbitration in Walnut Creek, California, as provided in this Section 28.4. The parties shall have ten (10) business days from the date of written notice from one party to the other party to commence binding arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in effect on the date of commencement or the arbitration, as modified by this Section 28; provided, however, if AUTHORITY and CONSULTANT mutually elect, the arbitration can instead be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (either set of rules applied hereunder, the “JAMS Rules”). The arbitration will be held before one (1) arbitrator (“Arbitrator”), either a retired judge or an attorney experienced in the area of dispute. Within fifteen (15) days after the commencement of arbitration, AUTHORITY and CONSULTANT shall jointly select the Arbitrator. In the event the parties do not agree, JAMS shall facilitate agreement by sending the parties a list of at least five (5) Arbitrator candidates along with a brief description of the background and experience of each Arbitrator candidate. Within seven (7) calendar days of service upon AUTHORITY and CONSULTANT of the list of names, AUTHORITY and CONSULTANT may strike two (2) names and rank the remaining Arbitrator candidates in order of preference. The Arbitrator candidate with the highest composite ranking shall be the appointed Arbitrator. If this process does not yield an Arbitrator, JAMS shall select the Arbitrator. The Arbitrator shall apply the law of the State of California or federal law, or both, as applicable to the issues asserted and is without jurisdiction to apply any different substantive law or law of remedies. Discovery shall be permitted pursuant to the provisions of California Code of Civil Procedure Section 1283.05, which is expressly incorporated herein by this reference, except as to subdivision (e) of Section 1283.05, which is not incorporated and shall not be applicable. Each side shall bear his or her costs and attorneys’ fees.

28.5 The existence of a dispute shall not excuse CONSULTANT or AUTHORITY from continued full and timely performance as required by this Agreement.

29. ADMINISTRATIVE REMEDY FOR AGREEMENT INTERPRETATION

Should any question arise as to the meaning and intent of this Agreement, the question shall, prior to any other action or resort to any other legal remedy, be

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 26 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

referred to AUTHORITY’s Executive Director, who shall decide the true meaning and intent of the Agreement.

30. INSPECTION OF WORK

CONSULTANT and any subconsultant shall permit AUTHORITY and the State of California to review and inspect the Project activities and files at all reasonable times during the performance period of this Agreement including review and inspection on a daily basis.

31. CLAIMS FILED BY AUTHORITY’S CONSTRUCTION CON TRACTOR

[Sections 31.1, 31.2 and 31.3 are optional and must be included if the services being performed are design (PS&E) or design services during construction. If this section is deleted, leave the section number and replace the title and text of the section with the following language: “Left blank by agreement of the parties.”]

31.1 If claims are filed by AUTHORITY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with AUTHORITY’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

31.2 CONSULTANT’s personnel that AUTHORITY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from AUTHORITY.

31.3 Services of CONSULTANT’s personnel in connection with AUTHORITY’s construction contract claims will be performed pursuant to a new written contract or a contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims.

32. SUBMITTING FALSE CLAIMS; MONETARY PENALTIES

Pursuant to the California False Claims Act (Government Code Sections 12650 et seq.), CONSULTANT or any subconsultant who submits a false claim shall be liable to AUTHORITY for three times the amount of damages that AUTHORITY sustains because of the false claim. CONSULTANT or any subconsultant who submits a false claim shall also be liable to AUTHORITY for the costs of a civil

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 27 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

action brought to recover any of those penalties or damages, and may be liable to AUTHORITY for a civil penalty for up to $10,000 for each false claim. CONSULTANT or any subconsultant will be deemed to have submitted a false claim to AUTHORITY if CONSULTANT or any subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of AUTHORITY, a false claim for payment or approval; (b) knowingly makes, uses or causes to be made or used a false record or statement to get a false claim paid or approved by AUTHORITY; (c) conspires to defraud AUTHORITY by getting a false claim allowed or paid by AUTHORITY; (d) has possession, custody, or control of public property or money used or to be used by AUTHORITY and knowingly delivers or causes to be delivered less property than the amount for which the person receives a certificate or receipt; (e) is authorized to make or deliver a document certifying receipt of property used or to be used by AUTHORITY and knowingly makes or delivers a receipt that falsely represent the property used or to be used; (f) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to AUTHORITY; (g) is a beneficiary of an inadvertent submission of a false claim to AUTHORITY, subsequently discovers the falsity of the claim, and fails to disclose the false claim to AUTHORITY within a reasonable time after discovery of the false claim.

33. NONDISCRIMINATION AND AFFIRMATIVE ACTION

33.1 In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee, or applicant for employment because of gender, race, religion, national origin, color, ancestry, age, marital status, medical condition, pregnancy, or physical disability.

33.2 CONSULTANT and subconsultants shall comply with the provisions of the California Fair Employment and Housing Act (California Government Code, Section 12900 et seq.) and applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated herein by reference and made a part hereof as if set forth in full.

33.3 CONSULTANT’s signature, affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has and will continue to comply with the provisions of this

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 28 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

Section 33 throughout the term of this Agreement and any extensions hereof.

34. STATEMENT OF COMPLIANCE

CONSULTANT’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of California Government Code Section 12990 and Title 2, California Administrative Code, Section 8103.

35. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT

CONSULTANT acknowledges that, pursuant to the Americans with Disabilities Act (“ADA”), programs, services and other activities provided by a public entity, such as AUTHORITY, to the public, whether directly or through a CONSULTANT, must be accessible to the disabled public. CONSULTANT shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. CONSULTANT agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Agreement. CONSULTANT further agrees that any violation of this prohibition on the part of CONSULTANT, its employees, agents or assigns will constitute a material breach of this Agreement.

36. DRUG-FREE WORKPLACE POLICY

CONSULTANT acknowledges that pursuant to the California Drug-Free Workplace Act of 1990 (California Government Code, Section 8350, et seq.), the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on AUTHORITY premises. CONSULTANT agrees that any violation of this prohibition by CONSULTANT, its employees, agents or assigns will be deemed a material breach of this Agreement.

37. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION

CONSULTANT warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any AUTHORITY employee. For breach or violation of this warranty, AUTHORITY shall have the right in its discretion to: terminate the Agreement without liability; pay only for the value of the work actually performed; deduct

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 29 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

38. PROHIBITION OF EXPENDING AUTHORITY OR STATE FUNDS FOR LOBBYING

38.1 CONSULTANT certifies to the best of his, her or its knowledge and belief that no state or AUTHORITY appropriated funds have been paid, or will be paid by-or-on behalf of CONSULTANT to any person for influencing or attempt to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress; in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

38.2 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.

38.3 Any subcontract in excess of $100,000 entered into as a result of this Agreement shall contain all provisions of this Section and all provisions stipulated in this Agreement to be applicable to subconsultants.

39. STATE PREVAILING WAGE RATES

39.1 CONSULTANT shall comply with the State of California’s General Prevailing Wage Rates requirements in accordance with California Labor Code, Section 1770, and all federal, state, and local laws and ordinances applicable to the Services provided hereunder.

39.2 Except for public works projects of $1,000 or less, any subcontract entered into as a result of this Agreement shall contain all provisions of this Section.

40. MODIFICATION OF AGREEMENT

This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as Agreement.

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 30 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

41. AGREEMENT MADE IN CALIFORNIA; VENUE

The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in Contra Costa, California.

42. CAPTIONS

All paragraph captions are for reference only and shall not be considered in construing this Agreement.

43. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement between the parties, and supersedes all other oral or written provisions. This Agreement may be modified only as provided in Section 40.

44. COMPLIANCE WITH LAWS

CONSULTANT shall keep itself fully informed of local laws and regulations applicable to AUTHORITY, and of state, and federal laws in any manner affecting the performance of this Agreement, CONSULTANT must at all times comply with such local laws and regulations and all applicable state and federal laws as they may be amended from time to time.

45. SEVERABILITY

Should the application of any provision of this Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

46. DEBARMENT AND SUSPENSION CERTIFICATIO N

46.1 The CONSULTANT’s signature affixed herein, shall constitute a certificate under penalty of perjury under the laws of the State of California, that the CONSULTANT has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and Suspension Certificate, which

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 31 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to AUTHORITY.

46.2 Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Contra Costa Transportation Authority Exhibit AConsultant: XXX General ConditionsContract No. ### Page 32 of 32(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

EXHIBIT B

SCOPE OF SERVICES

CONSULTANT agrees to perform said services all in accordance with the terms of its proposal dated __________________________, incorporated herein as Attachment 1 to Exhibit B.

When there is no response to a request for proposal or when the final negotiated scope is in any way different from the response to a request for proposal, CONSULTANT agrees to perform services all in accordance with the detailed description of services to be provided by CONSULTANT in this Exhibit B.

Notwithstanding any other provision of this Agreement, CONSULTANT shall submit written reports as provided in both this Exhibit B, Scope of Services and Subsection 6.1, Exhibit A. AUTHORITY shall determine format for the contents of such reports. The timely submission of all reports is a necessary and material term and condition of this Agreement. The reports, including any copies, shall be submitted on recycled paper and printed on double-sided pages to the maximum extent possible. CONSULTANT shall submit, with each invoice, a brief report on the work performed and charged to the invoice.

[Insert if appropriate: “CONSULTANT shall perform all services in accordance to CALTRANS standards.”]

Contra Costa Transportation Authority Exhibit BConsultant: XXX Scope of ServicesContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 1 TO EXHIBIT B

SCOPE OF SERVICES

Contra Costa Transportation Authority Attachment 1 to Exhibit BConsultant: XXX Scope of ServicesContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

EXHIBIT C

MILESTONE SCHEDULE

CONSULTANT shall perform and complete the Services in connection with the attached/following Milestone Schedule:

Contra Costa Transportation Authority Exhibit CConsultant: XXX Milestone ScheduleContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

EXHIBIT D

COMPENSATION, INVOICING AND PAYMENT

For the satisfactory performance and completion of the Services under this Agreement, AUTHORITY will pay CONSULTANT compensation as set forth herein.

1. [This subsection is required only if State Funding is utilized on the contract. If no State Funding is utilized, leave the section number and replace the text of the section with the following language: “Left blank by agreement of the parties.”]

COST PRINCIPLES

1.1 The CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items.

1.2 The CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

1.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to the AUTHORITY.

2. [This subsection is required only if State Funding is utilized on the contract. If no State Funding is utilized, leave the section number and replace the text of the section with the following language: “Left blank by agreement of the parties.”]

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 1 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

METHOD OF PAYMENTS AND ALLOWABLE COSTS

2.1 The method of payment for this contract will be based on specific rates of compensation and specified rates for items identified in paragraph 3 below.

2.2 The CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s Cost Proposal in Exhibit B Attachment 1. The specific hourly rate for each individual shall include direct salary costs, employee benefits, overhead, and fee.

2.3 In addition, the CONSULTANT will be reimbursed for incurred direct costs other than salary costs, and other costs identified in the paragraph 3.3 below.

3. ELEMENTS OF COMPENSATION

Compensation for the Services will be comprised of the following elements: 3.1 DIRECT LABOR COSTS, 3.2 FEE, and 3.3 ADDITIONAL DIRECT COSTS.

3.1 DIRECT LABOR COSTS

Direct Labor Costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which are defined as follows:

3.1.1 Direct Salary Costs

Direct Salary Costs are the base salaries and wages actually paid to CONSULTANT's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to CONSULTANT's personnel appears in Section 2 below.)

3.1.2 Multiplier

The Multiplier to be applied to the Direct Salary Costs to determine Direct Labor Costs is the sum of the following components:

3.1.2.1 Direct Salary Cost 1.000

3.1.2.2 Payroll Additives _____

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 2 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

The decimal ratio of Payroll Additives to Direct Salary Costs. Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations.

3.1.2.3 Overhead Costs _____

The decimal ratio of allowable Overhead Costs to CONSULTANT firm's total direct salary costs. Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, consistent with established firm policies.

Multiplier

(sum of 3.1.2.1, 3.1.2.2, and 3.1.2.3) _____

3.2 FEE

A fee of ____% shall be applied to the Direct Labor Costs. This fee shall not be applied to Additional Direct Costs.

(as a multiplier: 1.10)Multiplier including Fee

((sum of 3.1.2.1, 3.1.2.2, and 3.1.2.3) times 3.2) _____

3.3 ADDITIONAL DIRECT COSTS

[If State Funding will be utilized on the contract, no markup is allowed on Additional Direct Costs. If no State Funding will be utilized a markup to cover handling may be negotiated]

Additional Direct Costs, including compensation to subconsultants, which are directly identifiable to the performance of the services of this Agreement shall be reimbursed either at a unit rate or at actual costs invoiced to CONSULTANT, whichever is specified below. “A markup of ___% to cover handling shall be applied to subconsultants and the total Additonal Direct Costs individually identified below.” or “No markup shall

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 3 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

be applied to subconsultants and the total Additional Direct Costs individually identified below.” Costs not identified herein will not be reimbursed but will be considered to be included in Direct Labor Costs or Fee.

All Subconsultants are specified in Attachment 1 to this Exhibit D, “List of Subconsultants & Salary Rate Schedules.” Allowable reimbursement costs for subconsultants are subject to the following, notwithstanding other provisions in this Agreement:

3.3.1 The multiplier with fee applied to any subconsultant direct labor costs shall not exceed 3.0, without prior written approval from AUTHORITY or as specified in Attachment 1 to Exhibit D. The total fee applied to any subconsultant multiplier shall not exceed ten percent (10%).

3.3.2 Subconsultants will not be allowed to invoice for any markup on additional direct costs. Reimbursement rate for additional direct costs shall be consistent with that of CONSULTANT, except as otherwise approved, in writing, by AUTHORITY.

3.3.3 For subconsultants with total compensation under this agreement in excess of $100,000:

3.3.3.1 The ranges of allowable direct salary rates with effective through date, multiplier and multiplier with fee are specified in Attachment 1 to this Exhibit D.

3.3.3.2 Subconsultant direct salary ranges are effective through date specified in Attachment 1 to Exhibit D. Thereafter, the ranges may be adjusted annually in accordance to paragraph 4.2 below.

Additional Direct Costs will be reimbursed as follows:

ITEM REIMBURSEMENT RATE

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 4 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

4. DIRECT SALARY RATES

Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary Costs in Section 3.1.1 above, are given below and are subject to the following:

4.1 Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in paragraph 3.1.2 above.

4.2 The range of Direct Salary Rates shown herein is applicable through the following date: __________ ____, _____. The range may be adjusted annually to reflect CONSULTANT’s adjustments to individual compensation and for personnel subject to prevailing wage rates subject to the California Labor Code. CONSULTANT shall notify AUTHORITY in writing prior to a change in the range of rates included herein, and prior to each subsequent change. CONSULTANT shall obtain AUTHORITY’s approval in writing prior to any salary range upper limit increase in excess of the Consumer Price Index (CPI-U) for the San Francisco-Oakland-San Jose Region for the most recent 12-month period.

Position or Classification Range of Hourly Rates

4.2.1 ____________________ __________________4.2.2 ____________________ __________________

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 5 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

4.2.3 ____________________ __________________4.2.4 ____________________ __________________4.2.5 ____________________ __________________4.2.6 ____________________ __________________4.2.7 ____________________ __________________4.2.8 ____________________ __________________

5. INVOICING

CONSULTANT shall submit invoices in accordance with the following requirements:

5.1 GENERAL REQUIREMENTS

5.1.1 CONSULTANT shall prepare invoices on a monthly basis for each complete calendar month. Invoices shall be submitted as soon as possible, but no later than forty-five (45) calendar days after month’s end.

5.1.2 Charges shall be billed in accordance with the terms and rates included herein.

5.1.3 Base Work and Extra Work shall be charged separately, and the charges for each Task listed in Exhibit B, Scope of Services, shall be listed separately. The charges for each individual assigned under this Agreement shall be listed separately.

5.1.4 Each invoice submittal should bear the following identification:

5.1.4.1 AUTHORITY’S Agreement number.5.1.4.2 AUTHORITY’S Purchase Order number.5.1.4.3 The sequential billing number under the Agreement

(1, 2, 3, etc.).5.1.4.4 CONSULTANT’s internal invoice number.5.1.4.5 Date of invoice.5.1.4.6 Calendar period covered by invoice.5.1.4.7 Name and phone for Point of Contact for invoice

inquiries.5.1.4.8 Remittance Address

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 6 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

5.1.5 The invoice submittal should bear the following certification signed by an officer of the firm:

“I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed.”

SignedTitle Date Invoice No.

5.1.6 The invoice submittal shall consist of the following:

5.1.6.1 A transmittal letter, stating the period covered and briefly highlighting overall project status and any significant scope, schedule or budget issues. A sample of the required transmittal letter appears as Attachment 2 to this Exhibit D, “Sample Transmittal Letter”.

5.1.6.2 Monthly Progress Report as outlined and specified in Subsection 6.1, Exhibit A. A sample of the required Monthly Progress Report appears as Attachment 3 to this Exhibit D, “Sample Monthly Progress Report”.

5.1.6.3 Invoice as outlined and specified in paragraph 5.1.4 above. A sample of the required invoice submittal form entitled, “Sample Consultant Invoice,” appears as Attachment 4 to this Exhibit D.

5.1.6.4 Budget Status Summary by task. A sample of the required budget status summary by task submittal form entitled, “Sample Budget Status Summary by Task,” appears as Attachment 5 to this Exhibit D.

5.1.7 Invoices furnished by CONSULTANT under this Agreement must be submitted on CONSULTANT letterhead, specify CONSULTANT’s address for purposes of payment delivery, and be in a form acceptable to AUTHORITY’s Executive Director. All amounts paid by AUTHORITY to CONSULTANT shall be subject to audit by

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 7 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

AUTHORITY, pursuant to Section 6 of Exhibit A, “Audits, Records and Retention of Records,” above.

5.1.8 In addition to a paper copy of the invoice submittal, at AUTHORITY’s request, CONSULTANT will also submit an electronic version in pdf. format of the invoice and the items identified in paragraph 5.1.6 above.

6. PAYMENT

6.1 Payment will be made to CONSULTANT within four (4) weeks after receipt by AUTHORITY of a correct invoice.

6.2 After receipt of the final payment for Services under this Agreement, CONSULTANT shall sign a “Release and Certificate of Final Payment” in the form set forth in Attachment 4 to Exhibit D hereto.

6.3 The total amount payable by AUTHORITY shall not exceed Total Agreement Value shown under Section III of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Contra Costa Transportation Authority Exhibit DConsultant: XXX Compensation, Invoicing and PaymentContract No. ### Page 8 of 8(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 1 TO EXHIBIT D

LIST OF SUBCONSULTANTS & SALARY RATE SCHEDULES

CONSULTANT intends to use the services of the following subconsultants to perform work under this contract. AUTHORITY understands this list of subconsultants is not inclusive of all subconsultants CONSULTANT may use.

SUBCONSULTANTSERVICES TO BE

PERFORMEDOver

$100KLess than

$100K

Direct Labor and Overhead Multiplier Fee

TotalMultiplier with Fee

CONSULTANT shall provide AUTHORITY with the following information for each subconsultant with total compensation under this agreement less than $100,000 in the table above.

Multiplier Fee Multiplier with Fee

CONSULTANT shall provide AUTHORITY with the following information for each subconsultant with total compensation under this agreement in excess of $100,000 in the form of a supplement to this Attachment 1 to Exhibit D.

Contra Costa Transportation Authority Attachment 1 to Exhibit DConsultant: XXX List of Subconsultants & Salary Rate SchedulesContract No. ### Page 1 of 2(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CLASSIFICATION SALARY RANGE

Multiplier: __________Fee: _____Multiplier with Fee: _____Salary Ranges Effective through: ___________ ___, 20__ thereafter, the ranges may be adjusted annually in accordance with Section 4.2 of Exhibit D.

Contra Costa Transportation Authority Attachment 1 to Exhibit DConsultant: XXX List of Subconsultants & Salary Rate SchedulesContract No. ### Page 2 of 2(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 2 TO EXHIBIT D

SAMPLE TRANSMITTAL LETTER

Contra Costa Transportation Authority Attachment 2 to Exhibit DConsultant: XXX Sample Transmittal LetterContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 3 TO EXHIBIT DSAMPLE MONTHLY PROGRESS REPORT

Contra Costa Transportation Authority Attachment 3 to Exhibit DConsultant: XXX Sample Monthly Progress ReportContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 4 TO EXHIBIT DSAMPLE CONSULTANT INVOICE

Contra Costa Transportation Authority Attachment 4 to Exhibit DConsultant: XXX Sample Consultant InvoiceContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 5 TO EXHIBIT DSAMPLE BUDGET STATUS SUMMARY BY TASK

Contra Costa Transportation Authority Attachment 5 to Exhibit DConsultant: XXX Sample Budget Summary by TaskContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

ATTACHMENT 6 TO EXHIBIT D

SAMPLE RELEASE AND CERTIFICATE OF FINAL PAYMENT

With reference to Contract No. ### dated _________________, 20__ (“Agreement”), and each and every amendment thereto, between ____________________________________, (“CONSULTANT”) and CONTRA COSTA TRANSPORTATION AUTHORITY (“AUTHORITY) for providing services pursuant to the Agreement in Contra Costa, CONSULTANT hereby certifies and represents that it has made full payment to all persons and entities of all costs, charges and expenses incurred by it or on its behalf for labor, services, equipment and materials supplied to CONSULTANT by such persons and entities in connection with its performance of the work under said Agreement.

CONSULTANT further certifies that to its best knowledge and belief, each of its subconsultants and suppliers has made full payment of all costs, charges and expenses incurred by it or on its behalf of work labor, services, materials and equipment supplied and/or used by it in connection with CONSULTANT’s work under said Agreement.

In consideration of the receipt, which receipt is hereby acknowledged, of an aggregate amount of $______________ for all services performed pursuant to the Agreement, including the adjusting payment, CONSULTANT hereby unconditionally and fully releases and forever discharges AUTHORITY and its officers, employees, agents, premises and property from all claims, liens and obligations of every nature, presently known or unknown, arising out of or in connection with the performance of said Agreement and all amendments thereto. CONSULTANT expressly waives all rights or benefits which it now has, or in the future may have, under the terms of Section 1542 of the Civil Code of the State of California, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Contra Costa Transportation Authority Attachment 6 to Exhibit DConsultant: XXX Release and Certificate of Final PaymentContract No. ### Page 1 of 2(NON-FEDERAL PROJECTS March 25, 2013 Revision)

As additional consideration for all payments mentioned above, including the final adjusting payment, if any, CONSULTANT agrees to indemnify and hold harmless AUTHORITY from and against all costs, losses, damages, claims, causes of action, judgments and expense, including attorneys’ fees, arising out of or in connection with claims against AUTHORITY which arise out of the negligent performance of the work under the Agreement and which may be asserted by CONSULTANT or any of its suppliers, subconsultants of any tier, or any of their representatives, officers, agents or employees.

Nothing contained in this Release and Certificate of Final Payment shall have any effect upon, nor be construed in any way to relieve CONSULTANT of its obligations under the provisions of the above Agreement, as amended, which by their nature survive completion of the work including, without limitation, warranties, guaranties and indemnities.

Executed this ___ day of ________________, 20__.

CONSULTANT

By

Name

Title

Contra Costa Transportation Authority Attachment 6 to Exhibit DConsultant: XXX Release and Certificate of Final PaymentContract No. ### Page 2 of 2(NON-FEDERAL PROJECTS March 25, 2013 Revision)

CONTRA COSTA TRANSPORTATION AUTHORITYCONTRACT NO. ###CONSULTANT: XXX

EXHIBIT E

WORK AS TO WHICH CONSULTANT RETAINS OWNERSHIP

(OPTIONAL)

Contra Costa Transportation Authority Exhibit EConsultant: XXX Work As To Which Consultant Retains OwnershipContract No. ### Page 1 of 1(NON-FEDERAL PROJECTS March 25, 2013 Revision)