HomeMy WebLinkAboutState of California - High Speed Rail Authority - HSR 13-47 - 2014 AgreementSTANDARD AGREEMENT
STD. 213 (NEW 06/03)
AGREEMENT NUMBER
HSR13 -47
1. This Agreement is entered into between the State Agency and the Contractor named below
STATE AGENCY'S NAME
California High -Speed Rail Authority
CONTRACTOR'S NAME
The City of Gilroy
2 The term of this July 1, 2014 to December 30, 2016.
Agreement is:
3 The maximum amount $ 600,000.00
of this Agreement is: Six - Hundred Thousand Dollars and No Cents
4 The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the
Agreement:
Exhibit A — Scope of Work
23 Pages
Exhibit A — Attachment 1 - Timeline
1 Page
Exhibit B — Budget Detail and Payment Provisions
4 Pages
Exhibit B — Attachment 2 - Budget Detail
2 Pages
Exhibit C — GTC 610 General Terms and Conditions
1 Page
Exhibit D — Special Terms and Conditions
9 Pages
Exhibit E — ARRA Terms and Conditions
12 Pages
Attachment A through F — Proposed Station Locations Resolution
6 Pages
Attachment G - Resolution
3 Pages
Items shown with an Asterisk ( *), are hereby incorporated by reference and made part of this agreement as if attached hereto.
These documents can be viewed at www.ols.dgs.ca.gov /Standard +Language
IN WITNESS WHEREOF, this
has been executed
the parties hereto.
CONTRACTOR I California Department of General
Services Use Only
CONTRACTOR'S NAME (If other than an individual, state whether a corporation, partnership, etc.)
BY (Authorized Signa DATE S[ ED (Do not tvpe I W��- S , Zo! T
PRINTED NAME AND TITLE OF PE SON SIGNING
Thomas J. Haglund, City Administrator
ADDRESS
7351 Rosanna Street, Gilroy, CA 95020
STATE OF CALIFORNIA
AGENCY NAME
California High-Speed Rail Authority
BY ( Authorized Si I, e)l DATE SIGNED (Do not type)
®Exempt per:
PRINTED E A D TITLE OF PERSON SIGNING
PCC10340(BK3)
AM
Jeff Morales, Chief Executive Director
770 L Street, Suite 800, Sacramento, CA 95814
EXHIBIT A
SCOPE OF WORK
A. Purpose
City of Gilroy
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The purpose of this contract is to have the City of Gilroy assist the California High —Speed
Rail Authority (Authority), by providing a local and creative approach to land use planning
and High Speed Rail (HSR) station area development. Planning for this type of development
will be a critical foundation for the HSR system. These Station Area Planning funds
provided are intended to support local governments in initiating station area planning and
continuing the visioning efforts that have already been completed and or are currently
underway. This planning effort will result in a station area plan that is consistent with and
supportive of the Authority's adopted Station Area Development Policies and Regional
planning efforts required by SB 375, that includes a public participation component to
involve the local community and interested stakeholders in the planning process, conceptual
design, environmental analysis, and incorporate a transit -orient development zoning overlay
to the local government's land use plans for a one -half mile area around the stations.
B. Introduction
Described below is the scope of work for Phases I and II of the Gilroy HST Station Area
Planning project. The scope lists out in detail the project steps along with deliverables and
schedule. Unlike the application package's example template, this scope does not treat
development of the station area plan and public outreach as two separate tasks. The City's
project approach is to consider public outreach an integral part of the process of developing a
station area, plan; therefore, community engagement is woven into the process of developing
the plan..
The City of Gilroy agrees to provide to the Authority the services identified below in each
task.
The project representative and all inquiries during the term of the Agreement will be directed
to:
California High -Speed Rail Authority
City of Gilroy
Project Manager: John Mason
Project Manager: Kristi Abrams
Address: 770 L Street, Suite 800
Address: 7351 Rosanna Street
Sacramento, CA 95814
Gilroy, CA 95020
Phone: (916) 403 -0552
Phone: (408) 846 -0451
Fax: (916) 322 -0827
Fax: (408) 846 -0429
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EXHIBIT A
SCOPE OF WORK
Email: jmason @hsr.ca.gov Email:
Kristi.Abrams @cityofgilroy.org
C. Phase I. Gilroy High -Speed Train Station Vision
The work in this phase is currently underway and funded by the Santa. Clara Valley
Transportation Authority (VTA) and City of Gilroy. The scope of work for this phase is
described in detail below to provide context for the Phase II work that will be funded with
California Proposition 1 A and federal ARRA funds.
Task A. Phase IInitiation
A. Project Kick -off Meetings
Discuss the issues associated with development of the High -Speed Train (HST) Station
Vision, including project goals, opportunities, and constraints; coordinate delivery of
relevant background information and documents for the existing conditions analysis; and
discuss approach to project management. Meet with the Authority San Jose to Merced
design and environmental team to discuss issues associated with development of the two
potential stations.
B. Community Engagement Strategy
Create a community involvement strategy to encourage public participation in HST
Station. Vision process, ensuring a high level of community engagement. All materials
prepared will be accessible to persons with disabilities, consistent with the City's efforts
to meet and exceed ADA requirements. The Authority San Jose to Merced design and
environmental team will be invited to participate in all community meetings and included
in the distribution of project reports and newsletters. The scheduling of the community
meetings will. be coordinated with the Authority San Jose to Merced design and
environmental team's own work and schedule to avoid conflicts.
The following outreach strategies will be used (all outreach will be conducted in both
English and Spanish):
1. Invitation letter to community leaders and stakeholders
2. Frequent newsletters and updates
3. Newspaper noticing for all project events
4. Postcards notifying community of key events
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EXHIBIT A
SCOPE OF WORK
5. Posters at public sites advertising workshops /events
6. Project website with up -to -date project information
The community engagement strategy will ensure that community members, including
property and business owners, are aware of the process and understand how they can
participate in it. An initial Spanish- language workshop, community workshops, City
Council study sessions, and stakeholder meetings are described later in the scope..
C. Spanish- Language Meeting
Prior to the first Community Workshop, provide an introduction to the project in a
Spanish -only meeting that acquaints participants with the upcoming Community
Workshop and describes the overall process. This should help to ensure participants are
comfortable attending the upcoming Community Workshops and fully engaging with the
Station Vision process.
D. Community Workshop #1
This first workshop will focus on a virtual tour of high -speed rail projects around the
world, followed by a small -group conversation among participants about what they liked.
and disliked in the tour. This information will be used to guide the preparation of project
alternatives for Gilroy's HST station. The workshop will also include an overview of the
project and provide an opportunity to ask questions and provide input on issues to be
addressed. Then, the group will discuss key community values that should be reflected in
any Station Area design.
This community workshop, and the three that follow, will be conducted in both English
and Spanish to ensure that all members of the community can participate.
E. Newsletter #1
The project's first newsletter will highlight key information and input from Workshop #1.
This, and all future newsletters, will be in both English and Spanish.
Task B. Existing Conditions
A. Site Tours
Conduct site tours of the two potential station locations for the project team to identify
issues and discuss existing conditions for the two sites.
EXHIBIT A
SCOPE OF WORK
B. Stakeholder Meetings
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Early in the project, conduct stakeholder meetings. Approximately ten stakeholder
meetings will be held throughout the course of the project. Stakeholders will include
transit agencies such as VTA and Caltrain, business owners from the Downtown,
property owners /managers from the agricultural area, Valley Health Center, outlet mall,
and other agency staff from Santa Clara County and the Local Agency Formation
Commission (LAFCO). Some of these meetings may be repeated later in the project as
more details about the station sites are developed.
C. Existing Conditions Report
Prepare an existing conditions report summarizing the following key information. The
report will consist primarily of graphically rich representations, supplemented with
descriptive text.
1. Background on the Authority's plans, as they exist at this point, related to the
Statewide network, the alignment through Gilroy, the potential station locations,
ridership and parking projections, station design information, and vertical alignment
information.
2. The existing and future conditions (without the proposed HST development) of all
intersections and roadways within the half -mile radius of each of the proposed station
sites. Traffic conditions should be obtained from recently completed work.
3. Existing land uses and other site conditions, including existing visual character and
quality, key Iandmarks and gateways, local destinations, and connections to
neighboring areas in the City and unincorporated County.
4. Current demographic and economic trends city -wide in Gilroy as well as future
projections to establish a baseline for how Gilroy's population and economy has been
changing to inform consideration of how high -speed rail may shift, enhance, or
otherwise change these trends, rather than trying to characterize current real estate
market conditions.
5. Key documents to be consulted and summarized include the Gilroy Downtown
Specific Plan, Gilroy City General Plan, and Santa Clara County General Plan.
D. Community Workshop #2
The second workshop will highlight the results of the existing conditions work.
Participants will break into small groups to discuss preliminary ideas for the two station
locations, including both track configurations for each station location.
EXHIBIT A
SCOPE OF WORK
E. City Council Work Session #1
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Check in with the City Council about work to date, review the input from Community
Workshop #2, and discuss next steps for the project.
F. Newsletter #2
The second newsletter will highlight current project status and upcoming opportunities
for participation.
Task C. Station Area risions
A. Online Survey
Prepare and administer a brief survey (in both English and Spanish) that will be
publicized at Community Workshop #3 and in Newsletter #3. It will request feedback
from participants on key issues related to station configuration and provide an
opportunity for participation from community members who are reluctant to participate
in in- person workshops.
B. Newsletter #3
The third newsletter will highlight project status and upcoming participation
opportunities.
C. Preliminary Station Area Visions
Use the information from prior community input, including the City Council and results
of the online survey, to identify preliminary vision ideas for each Station Area. This will
consist of a total of four visions because the two vertical alignment options for each
station will result in significantly different circulation and design outcomes. Each vision
will include a land use and transportation map, highlighting general station area design,
land use types, bicycle and pedestrian circulation, and vehicle circulation for the Station
Areas. This graphic material will be accompanied by a list of guiding principles and
advantages /opportunities resulting from each alternative, as well as negatives /impacts.
D. Station Area Visual Simulations
Prepare four visual simulations highlighting the visual appearance of the two vertical
track configurations in the two station locations. These will consist of realistic computer
models of the station's appearance, including vertical track configurations, montaged into
photographs of the existing conditions. The visual simulations will be representative of
potential project impacts upon completion of the high -speed rail line.
EXHIBIT A
SCOPE OF WORK
E. Community Workshop #3
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Include a brief presentation of the preliminary Station Area visions, followed by small -
group discussions to gather feedback on the visions and how they should be refined
before preparation of the evaluation report.
F. Newsletter #4
The fourth newsletter will highlight project status and upcoming participation
opportunities.
G. Evaluation of Station Area Visions (Includes Economic Assessment)
H. Evaluation Report
Following input received at Community Workshop #3, a final set of Station Area Visions
will be prepared and evaluated. Evaluation will consist of the following key components:
1. Community values and support. Review the Station Area visions for consistency
with the community feedback and values that have been expressed at the Community
Workshops, City Council Work Session, and through the online survey.
2. Visual simulations. Update the visual simulations prepared in Task C to reflect any
changes to the Station Area visions made following Community Workshop #3.
3. Plans and policies. Review the Station Area visions for consistency with existing
City plans and policies, focusing on the Downtown Specific Plan in the case of the
Downtown station site, and planning for the Gilroy 660 property on the East of Gilroy
Outlets site, as well as consistency with the General Plan and other city -wide
documents for both sites.
4. Economics. Conduct a qualitative and quantitative evaluation of the range of
potential overall City and regional development for all uses that might be captured at
the sites, reviewing how this matches the potential range of development that could
be allowed at the site and elsewhere in the City based on the current General Plan or
potential future updates. Analyze potential shifts in market conditions or other
economic development effects, including impact on economic vitality (e.g., attraction
of new types of firms and sectors) that could result from high -speed rail and make
recommendations for the mix of land uses, development product types, and
employment that could be attracted to and supported at the sites. Assess potential
fiscal benefits (revenues); potential for the East of Gilroy Outlets Station to attract
existing users from Downtown or users that would otherwise locate in the Downtown
area; and potential other economic- related impacts on adjacent areas or City -wide.
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EXHIBIT A
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Parking. Review the Station Area visions with respect to size of the parking
structure(s) and need of roadway capacity and access points to serve the
structure(s).Road network. Review the road network for each Station Area vision to
identify necessary roadway cross - sections and alignment of new roadways, review
connectivity to the existing roadway system based on location of station parking and
the need for widening and/or adjustment of existing roadways; and evaluate any
planned road closures to qualitatively assess effects on the surrounding roadway
facilities.
6. Multimodal transportation. Develop a multimodal transportation plan for each station
area. Consider current and potential transit services at the regional, city, and station
area levels. Assess the extent to which the visions retain and enhance transfers
between transit systems. Review the visions for bicycle and pedestrian circulation
and connections to the various transit options within the station area.
7. HST alignment. Conduct a qualitative evaluation of alignments associated with each
Station Area vision. In addition, provide an order -of- magnitude cost comparison
between the horizontal and vertical alignments, differentiating between the costs to be
incurred by the Authority and the costs that would be incurred by the City of Gilroy.
This assessment should be based on the latest high -speed rail alignment information
available.
Transportation infrastructure costs. Provide order -of- magnitude station area
transportation infrastructure costs.
9. Emergency vehicle response. Review the Station Area visions for impacts on the
City's existing and planned emergency response system.
I. Community Workshop #4
At Community Workshop #4, present the findings of the Evaluation Report and provide
an opportunity for participants to ask questions about the differences between the Station
Area visions. Run an interactive exercise designed to help the community arrive at a
preferred vision.
J. City Council Work Session #2
Present the findings of the Evaluation Report and the input received at Community
Workshop #4 and then work with the City Council to arrive at a preferred Station Area
vision, which also may be conditional as described in Community Workshop #4.
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EXHIBIT A
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K. Newsletter #5
The fifth newsletter will highlight project status and upcoming participation
opportunities.
Task D. Vision Report
A. Vision Report
Following City Council Work Session #2, finalize the preferred Station Area vision into
the Gilroy HST Vision document. This report will highlight the preferred vision and
compile the information prepared through the earlier tasks in the project. It will also
include an analysis of the potential effectiveness of Parking Demand Management
strategies for the preferred location in the short and long term.
B. City Council Meeting
Hold a City Council review meeting so that a HST Station Vision can be accepted by the
Council and used as the City's recommendation to the Authority.
C. Newsletter #6
The sixth newsletter will describe the results of the City Council Meeting, the direction
that the City expects to take with the HST station, and next steps for the overall process.
Phase I Deliverable: Gilroy High -Speed Train Station Vision Report
Phase I Schedule: April 2011 — March 2012
PHASE II. DEVELOPMENT OF STATIONAREA PLAN
Phase II will include the completion of a HST Station Area Plan for the City Council's
preferred station site. It is not known at this time which station site and corresponding
vertical alignment (above grade, at surface, or trenched) will be selected. The scope
described here is flexible enough to accommodate either potential station site. However,
refinements to the scope and budget may be necessary to reflect the unique characteristics of
the selected site.
The Station Area Plan will include all of the required components of a Specific Plan, so that
it can be adopted and implemented as such, upon completion of environmental review in
Phase III.
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EXHIBIT A
SCOPE OF WORK
Task A. Phase II Initiation
A. Phase II Coordination with Authority San Jose to Merced Team
Meet with the Authority San Jose to Merced design and environmental team to review the
findings from Phase I and discuss the scope and schedule for Phase II. During the
meeting(s), "loose ends" from the Phase I visioning process, status of the Authority
team's work, and potential refinements to the Phase II scope and schedule will be
identified. The Federal Railroad Administration (FRA) Station Area Planning for High -
Speed and Intercity Passenger Rail document (June 2011) will be consulted as the Phase
II scope and schedule is refined.
B. Phase II Kick -off Meeting
Hold a kick -off meeting involving the entire project team to refine Phase II scope and
schedule; discuss the makeup of the Technical Advisory Committee (TAC), which will
be composed primarily of staff from the City and other relevant agencies; and identify
potential members of the Community Advisory Committee (CAC), which will be
composed of community leaders and representatives of stakeholder groups. Review and
approve the physical outline of the Specific Plan Area boundary.
C. Data Gathering and Review
Identify and collect any background information that is needed to supplement the
information gathered during Phase I, placing emphasis on the background data needed to
support the location, transportation, and development issues identified in the FRA Station
Area Planning document.
D. Base Map Preparation
Use ArcView and appropriate AutoCAD files for the development of the project's base
map and subsequent thematic maps.
E. Public Outreach Program
Create a public outreach program for Phase II by refining the public outreach program
designed for Phase I of the project, based on "lessons learned" about which outreach
methods were most successful. The following will be included at a minimum:
Prepare all meeting notices in both English and Spanish, and provide translation at all
community workshops.
Create newspaper ads for each workshop.
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EXHIBIT A
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Publish newsletters regularly throughout the project.
Create and maintain a Phase II project website with updates at key points throughout this
phase.
Hold a minimum of three Community Workshops during the planning process.
The Authority San Jose to Merced design and environmental team will be invited to
participate in all community meetings and included in the distribution of project reports
and newsletters. The scheduling of the community meetings will be coordinated with the
Authority San Jose to Merced design and environmental team's own work and schedule
to avoid conflicts.
F. Technical Advisory Committee Meeting #1
Meet with the TAC to kick -off their role in the planning process, reiterate findings from
Phase I, and discuss goals, process, and schedule for Phase II. Throughout the planning
process, the TAC will meet prior to the CAC to provide technical input and help prepare
for the CAC meeting to follow.
G. Community Advisory Committee Meeting #1
Meet with the CAC to kick -off their role in the planning process, reiterate findings from
Phase I, and discuss goals, process, and schedule for Phase II.
Task A Deliverables:
A. Base Map
B. TAC Meeting #1
C. CAC Meeting #2
D. Newsletters and web postings
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EXHIBIT A
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Task A Schedule: July 2014 — December 2014
Task B. Opportunities and Constraints
A. Opportunities and Constraints Report
Prepare an Opportunities and Constraints Report that examines key issues for the Station
Area in depth. The Opportunities and Constraints Report will build upon the Existing
Conditions Report developed in Phase I, incorporating information from this earlier
report where appropriate. The Phase I Existing Conditions Report included the following
information:
Location Issues
A. Background on the Authority's plans related to the statewide network, the alignment
through Gilroy, and the potential station and guide way horizontal and vertical locations.
B. Summary of current key documents affecting the City's development plans — Gilroy
Downtown Specific Plan, Gilroy City General Plan, and Santa Clara County General
Plan.
C. Current demographic and economic trends city -wide in Gilroy as well as future
projections to establish a baseline for how Gilroy's population and economy has been
changing to inform consideration of how high -speed rail may shift, enhance, or otherwise
change these trends.
D. Existing land uses and other site conditions.
Transportation Connectivity Issues
A. Connections to neighboring areas in the City and unincorporated County.
B. Existing roadway network, bicycle and pedestrian facilities, and transit services.
C. HST Station ridership and parking projections.
D. The existing and future conditions (without the proposed HST development) of all
intersections and roadways within the half -mile radius of each of the proposed station
sites.
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EXHIBIT A
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Development Issues
A. Guide way and station design information.
B. Existing urban design framework including existing visual character and quality, key
landmarks and gateways.
C. Existing development conditions.
D. The Phase II Opportunities and Constraints Report will expand the knowledge base by
looking in more detail at the following:
Location Issues
A. Define the station area in the context of the physical outline of the Specific Plan Area
boundary.
Transportation Connectivity Issues
A. Review traffic and other circulation issues. Provide an update and calibration of Gilroy's
citywide traffic model to reflect the most recent available model from the Santa Clara
B. Valley Transportation Authority (VTA). If necessary, meet with VTA to discuss
opportunities for more intensive use of its Downtown parking lot.
C. Assess existing vehicle parking supply and needs. Incorporate and expand on the
analysis of Parking Demand Management strategies conducted in Phase I in the context
of the existing vehicle parking supply and Authority's most up -to -date HST Station
parking demand estimates.
Development Issues
A. Characterize the existing water, sewer, and storm drain infrastructure in the Station Area,
and identify any issues that could limit the potential for future development.
B. Examine economic issues, including a Market Analysis focused on opportunities for
residential, office, hospitality, and retail uses. The Market Analysis will reflect
discussion with large developers regarding opportunities and constraints.
C. Perform a preliminary assessment of additional topics, such as noise, air quality,
biological resources, hazardous materials, hydrology, and flooding that should be
addressed in more detail in the Environmental Impact Report (EIR) to be prepared in
Phase III.
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EXHIBIT A
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D. Technical Advisory Committee Meeting #2: Opportunities and Constraints
Meet with the TAC to review the administrative draft Opportunities and Constraints
Report prior to releasing the report in the CAC Meeting #2, below.
E. Community Advisory Committee Meeting #2: Opportunities and Constraints
Meet with the CAC to review the Opportunities and Constraints Report, collect
comments from the Committee, and discuss next steps, including outreach for
Community Workshop #5.
F. Community Workshop #5: Opportunities and Constraints Review/Vision Refinement
(Note: this is called Community Workshop #5 because it continues the public process
from Phase I.) Hold a public workshop to present findings from the Opportunities and
Constraints Report. Lead a public walking tour of the area around the preferred station
site, using the Vision Plan developed in Phase I as a starting point for the group's
discussion. Reconvene in a convenient location to discuss in small groups the vision for
the Station Area. The ideas generated at the walking tour should inform the discussion.
Work with participants in small groups to discuss opportunity sites, development types,
multi -modal connections, and potential community benefits.
Task B Deliverables:
A. Opportunities and Constraints Report
B. TAC Meeting #2
C. CAC Meeting #2
D. Community Workshop #5
E. Newsletters and web postings
Task B Schedule: July 2014 — December 2014
Task C. Alternatives Development
A. Draft Alternatives Preparation
Prepare up to three alternatives for the Station Area. Incorporate input from Community
Workshop #5, concepts from the Phase I Vision Plan, and considerations from the
Opportunities and Constraints Report. If working in Downtown Gilroy, discuss
similarities and differences with the existing Specific Plan. Draft Alternatives will be
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organized by location, transportation connectivity, and development issues and will
include, among other things, the following:
Location
1. Land Use. Identify potential land uses and their locations within the Station Area.
2. Sense of Place. Identify landmarks and other features that would contribute to the
experience of the places within the station area.
Transportation Connectivity
Circulation. Develop a circulation system for vehicles, pedestrians, bicyclists, and
transit, coordinating with Authority as necessary to create acceptable designs for
circulation and the rail alignment.
2. Parking. Identify potential locations and configurations for station parking. Discuss
potential parking demand management strategies for the alternatives.
Development
Illustrative Site Plans. For several key opportunity sites, prepare site plans showing
how new development might occur on the sites.
2. Visual Simulations. For each alternative, prepare a visual simulation or perspective
illustration at a key location showing the potential form of new development.
3. Station Branding Concepts. Identify station structure alternatives that will enhance
the design and appearance of the HST station, and provide visual materials to
communicate the designs.
B. Technical Advisory Committee Meeting 43: Draft Alternatives
Prior to the next task, Alternatives Analysis, meet with the TAC to review alternatives for
"fatal flaws" and receive comments.
C. Community Advisory Committee Meeting #3: Draft Alternatives
Prior to the next task, Alternatives Analysis, meet with the CAC to review alternatives for
"fatal flaws" and receive comments.
EXHIBIT A
SCOPE OF WORK
D. Alternatives Analysis Report
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After refining the alternatives to respond to TAC and CAC comments, analyze
alternatives regarding economic feasibility and transportation issues as follows:
1. Using site plans developed in Task C.1, prepare a pro forma analysis for selected
opportunity sites to help determine the value that could be created given the
assumptions derived from the market assessment. The analysis will provide a basis
for determining the extent to which new development will be able to support needed
public improvements.
2. Assess alternative solutions to the. location of parking for the HST station against
existing and projected demand for parking by other uses.
3. Perform a qualitative traffic assessment, incorporate trip generation forecasts, and
assess alternative solutions to improve access by transit, kiss -n -ride, taxis, bikes, and
walking.
Combine the alternatives and analysis into an Alternatives Analysis Report. The
report will summarize the goals, objectives, and issues being addressed by each
alternative. It will organize the issues into location, transportation connectivity,
development/economic topics. The development issues section will provide a
comparison of the development potential for each alternative, including acreage,
housing units, non - residential square feet of development, population, and
employment.
E. Community Workshop #6: Identify Preferred Alternative
Present the alternatives and analysis to the community at Community Workshop #6. The
meeting will encourage participants to critique the alternatives presented, offer solutions
to specific issues, and choose a preferred alternative. The meeting will have a similar
small facilitated group approach to that used in the previous Community Workshop #5.
The goal of the workshop is the selection of a preliminary preferred alternative, which
might be one of the alternatives initially presented or a hybrid of components from the
initial alternatives.
Task C Deliverables:
A. Alternatives Analysis Report
B. TAC Meeting #3
C. CAC Meeting #3
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EXHIBIT A
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D. Community Workshop #6
E. Newsletters and web postings
Task C Schedule: July 2014 — December 2014
Task D. Preferred Alternative Refinement
A. Preferred Alternative Development
Using the opportunities and constraints information prepared in Task B and the preferred
alternative identified in Task C, prepare a detailed Draft Preferred Alternative for the
Specific Plan Area.
B. TAC Meeting #4: Draft Preferred Alternative
Meet with the TAC to review the Draft Preferred Alternative and gather comments.
C. CAC Meeting #4: Draft Preferred Alternative
Meet with the CAC to review the Draft Preferred Alternative and gather comments.
D. Planning Commission Meeting
Attend a Planning Commission meeting to advise them of work to date and present the
Preferred Alternative, modified as needed to reflect the comments received from the TAC
and CAC.
E. City Council Meeting
Present work completed to date and request Council acceptance of the Preferred
Alternative. Project team will either meet with the Council as part of a regularly
scheduled meeting or in a work session format.
F. Technical Analysis of Preferred Alternative
Provide technical analysis of the Preferred Alternative in the following subject areas:
Transportation
1. Transportation Impact Assessment
Complete traffic analysis of the Preferred Alternative to identify potential traffic impacts
associated with the proposed development, as well as identify appropriate measures that will
mitigate impacts. Evaluate existing plus project traffic, future traffic, and future plus project
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traffic; parking demand and location assessment; and pedestrian, bicycle, and transit
connectivity. Include proposals for specific roadway improvements or modifications that
could include street widening's and intersection improvements. If the Downtown site is
selected, discuss potential relocation of the Caltrain storage tracks.
2. Public/Private Partnership Commercial Opportunities including Parking
Assess financing opportunities for HST - oriented or HST - adjacent commercial
facilities /enterprises including parking to determine the best financing mechanism to achieve
the goals and vision of the Station Area Plan. Discuss opportunities with major developers.
Review case studies to evaluate feasibility of creating a public /private partnership to fund
construction and maintenance of commercial facilities /enterprises including parking. Prepare
a pro forma analysis on selected site or sites to determine what level of City participation is
required.
Development and Economic
1. Fiscal Impact Analysis
Prepare an initial fiscal benefit analysis for the Preferred Alternative development program.
Calculate new fiscal revenues (property tax, sales tax, transient occupancy tax, etc.) that will
be generated for the City and other agencies by the development program. In addition,
perform an analysis of service costs, and the net fiscal impact based on revenues versus costs.
Costs include police, fire, public works, recreation and library services, and general
government services.
2. Infrastructure Needs Analysis
Include solutions for conceptual infrastructure that address the density, mix of uses,
connectivity, and other concerns raised in the process of selecting and preparing the Preferred
Alternative. Based on the Preferred Alternative and associated projected population densities
and needs, evaluate projected utility infrastructure for sanitary sewer, water supply, and
storm water to determine the adequacy of the existing system. If necessary, conduct a Water
Supply Assessment (WSA). The needs analysis will be used to identify necessary
improvements. Prepare conceptual construction cost estimates. The estimates will include
the facility size, estimated quantity, the unit cost, and total cost for each item.
City of Gilroy
HSR13-47
Page 18 of 23
EXHIBIT A
SCOPE OF WORK
3. Downtown Business Benefit/Impact Assessment
If the Downtown is the selected site, prepare an analysis to evaluate the benefits and impacts
on the Gilroy business district from the HST project and Station Area Plan. Assess
quantitative baseline information on existing business conditions, including how many and
what types of businesses and associated cost and revenue data may be affected by the project.
This information will be developed-for two comparisons: a) Impacts during construction due
to construction activities, road closures, and required business relocations and b) Benefits
upon completion of construction and start of train/transit revenue operations due to increased
general activity in the station area, increased numbers of passers -by, extended "active" hours
during which passengers, shoppers, hotel /restaurant patrons, and business workers occupy
the Station Area; increased tax revenues and license fees, etc.
Task D Deliverables:
A. Preferred Alternative Technical Analysis Report
B. TAC Meeting #4
C. CAC Meeting #4
D. Planning Commission Meeting
E. City Council Meeting
F. Newsletters and web postings
Task D Schedule: July 2014 — March 2015
Task E. Station Area Plan Preparation
A. Station Area Plan
Develop a Station Area Plan as a highly graphical document that can be read and
understood by the entire community, including residents, business owners, property
owners, and developers. It will incorporate key planning principles, related to location,
transportation connectivity, and development; however, it will be organized as a Specific
Plan and will be prepared in conformance with State law regarding Specific Plans. It will
include the following sections:
Introduction and Planning Process
Provides an overview of the Station Area Plan and the process of creating the Plan.
EXHIBIT A
SCOPE OF WORK
Vision and Concept
City of Gilroy
HSR13 -41
Page 19 of 23
Describes the overall vision behind the Plan, provides an illustrative diagram showing the
envisioned benefits and improvements to the overall community, specifically shows how
more and better transportation connectivity and improved development through urban
design and new infill could transform the community.
Goals and Policies
Identifies the goals, policies, and actions that should shape future change in the Station
Area. Areas within the General Plan and other existing plans that are inconsistent with
the Specific Plan will be tagged for later modification.
Land Use
Displays the land use pattern and mix of uses in an illustrative map. Describes how the
proposed Station Area land use patterns, if inconsistent with the General Plan and other
existing plans, will trigger the modification of the existing plans.
Multimodal Transportation Plan
Present a proposed multimodal transportation plan at the regional and city scale that
supports and serves the HST station.
Station Access and Circulation
Discusses how vehicles, pedestrians, bicyclists, and transit should access. the station, with
an emphasis on accommodating a large number of vehicles efficiently while also
providing excellent access for other modes of travel.
Parking
Provides recommendations for the location and configuration of the station's parking
areas and strategies for managing parking demand for the station and other uses in the
Station Area.
Design Guidelines and Development Standards
Presents a detailed framework for new development, potentially using a "form- based"
approach that emphasizes how development shapes the public realm.
City of Gilroy
HSR13 -47
Page 20 of 23
EXHIBIT A
SCOPE OF WORK
Station Branding Concept
Identifies the community's preferred physical form and design enhancements for the HST
station.
Public Realm and Streetscape Standards
Provides recommended street cross- sections for new and improved streets, as well as
guidelines for streetscape elements and sidewalk design.
Economic Development
Identifies strategies for supporting, retaining, and expanding Gilroy's existing businesses,
as well as attracting new businesses.
Community Services
Discusses the community services that will be needed to support new development,
including schools, parks, police, and fire.
Infrastructure
Identifies the utility and infrastructure improvements that will be needed to support new
development.
Financing Plan
Describes financing tools and funding sources that could be used to pay for public
improvements identified in the Plan.
Implementation and Next Steps
Outlines a strategy for putting the Station Area Plan into action, including a streamlined
procedure for development review of projects that comply with the Station Area Plan.
B. Public Review of Station Area Plan
Circulate the Draft Station Area Plan for public review.
C. Technical Advisory Committee Meeting #5: Draft Station Area Plan
Hold a TAC meeting to solicit comments on the Draft Plan.
City of Gilroy
HSR13 -47
Page 21 of 23
EXHIBIT A
SCOPE OF WORK
D. Community Advisory Committee Meeting #5: Draft Station Area Plan
Hold a CAC meeting to solicit comments on the Draft Plan.
E. Community Workshop #7: Draft Station Area Plan
Review the Draft Station Area Plan with the community. Provide an overview of the
document, focusing on proposed key changes that will affect change in the Station Area,
and respond to questions in a discussion format.
Task E Deliverables:
A. Draft Station Area Plan
B. TAC Meeting #5
C. CAC Meeting #5
D. Community Workshop #7
E. Newsletters and web postings
Task E Schedule: October 2014 — December 2015
Task F. Public Review and Council Acceptance
A. Planning Commission Hearing
Present the Draft Station Area Plan at a public hearing in front of the Planning
Commission, with the goal of obtaining the Planning Commission's recommendation to
Council to accept the Station Area Plan.
B. City Council Acceptance
Present the Draft Station Area Plan and Planning Commission comments to the City
Council, with the goal of City Council acceptance and approval of next steps. The
Plan will not be formally adopted until environmental review is complete in Phase III.
C. Final Gilroy HST Station Area Plan
Incorporate comments as directed by Council and create a Final Gilroy HST Station Area
Plan.
City of Gilroy
HSR13 -47
Page 22 of 23
EXHIBIT A
SCOPE OF WORK
Task F Deliverables:
A. Planning Commission Hearing
B. City Council Meeting
C. Final Gilroy HST Station Area Plan
D. Newsletters and web postings
Task F Schedule: March 2015 — August 2016
Task G. Framework for Phase III Implementation
A. Develop an Implementation Plan
The Implementation Plan will include a scope of work, schedule, cost estimate, and
funding opportunities for the following tasks that will be part of Phase III —
Implementation of the Station Area Plan:
1. Draft General Plan Amendments and Zoning Code Amendments required for
adoption of the Station Area Plan.
2. Environmental review (CEQA process) of the Gilroy HST Station Area Plan, General
Plan Amendments, and Zoning Code Amendments.
3. City Council certification of CEQA document and adoption of the Gilroy HST
Station Area Plan, General Plan Amendments, and Zoning Code Amendments.
4. If the station location is in Downtown, development and implementation of a business
owner, assistance program to mitigate construction impacts to existing businesses and
to provide a streamlined plan review and construction process to allow displaced
businesses to relocate within Gilroy as quickly as possible.
5. Pursuit of Public /Private Partnership commercial development including parking
based on the assessment of opportunities in Phase II.
6. Detailed construction drawings for any street realignments or reconfigurations that
are necessary in order to. accommodate the station.
Task G Deliverable: Phase III Implementation Plan
Task G Schedule: July 2015 - August 2016
City of Gilroy
HSR13 -47
Page 23 of 23
EXHIBIT A
SCOPE OF WORK
Task H. Authority and FRA Coordination and Reports
A. Annual Meeting
Attend and participate in one annual meeting on station area planning for each year of
project duration. The purpose of the annual meeting will be to confer with Authority and
FRA staff, and to interact with other local governments engaged in similar HST station
area planning efforts. This annual meeting will be held in Sacramento.
B. Communications with Authority and FRA Staff
Participate in quarterly meetings; conference calls, or webinars with Authority and FRA
staff on issues related to.the Gilroy HST station area planning project.
C. Quarterly Reporting
Develop and submit quarterly progress reports using a form to be provided by the
Authority.
Task HDeliverables: Quarterly Reports
Task H Schedule: Duration of Phase II (July 2014 — August 2016)
City of Gilroy - HSR13 -47
Project Timeline
EXHIBIT A —ATTACHMENT 1
SCOPE OF WORK
City of Gilroy
HSR13 -47
Page 1 of 1
Tasks
PHASE 1. Gilroy High -Speed Train Station
Vision
Fund Source
Responsible Part• Total Cost
2010 -11
A M J
2011 -12
J A S O N D J JFM A M J
2012 -13
J A S O N D J F M A M J
2013-14
J A S O N D J F M A M J
2014 -15
J A S O N D J F M A M J
2015-16
J A S 0 N D
Task A - Phase I Initiation
City of Gilroy
$33,670
Task B - Existing Conditions
City of Gilroy
$63,779
11T
I
Task C - Station Area Vision
City of Gilroy
$43,351
Task D - Evaluation of Station Area Visions
Includes Economic Assessment
City of Gilroy
$69,203
Task E - Vision Report
City of Gilroy
$19,997
Total Phase 1
$230,000
PHASE 2. Development of Station Area Plan
Task A - Phase 11 Initiations
$20,000
Task B - Opportunities and Constraints
$160,000
Task C - Alternatives Development
$75,000
Task D - Preferred Alternative Refinement
$120,000
Task E - Station Area Plan Preparation
$175,000
Task F - Public Review and Council Acceptance
$15,000
Task G - Framework for Phase III
Implementation
$5,000
Task H - CHSRA and FRA Coordination and
Reports
$30,000
Total Phase II
$600,000
Total Project Cost $830,000
City of Gilroy
HSR13 -47
Page 1 of 4
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Invoicing and Payment
A. The California High -Speed Rail Authority (Authority) shall make payment to the City of
Gilroy for services satisfactorily rendered, and upon receipt and approval of the invoices,
the Authority agrees to compensate the City of Gilroy for actual expenditures incurred in
accordance with the rates specified herein, which is attached hereto and made a part of
this contract.
B. Invoices shall include the contract number, include actual hours worked (by individual
positions), actual costs for salaries/benefits, travel and other direct and indirect costs (by
individual), with accompanying receipts and other documentation to support costs.
C. Payment will be made in accordance with, and within the time specified, in Government
Code Chapter 4.5, commencing with Section 927.
D. Invoices shall be submitted in triplicate not more frequently than monthly in arrears to:
California High -Speed Rail Authority
Financial Operations Section
770 L Street, Suite 800
Sacramento, CA 95814
2. Budget Contingency Clause
A. It is mutually agreed that this contract shall be of no further force and effect if the Budget
Act of the current year and/or any subsequent years covered under this contract does not
appropriate sufficient funds for the work identified in Exhibit A. In this event, the
Authority shall have no liability to pay any funds whatsoever to the Contractor or to
furnish any other consideration under this contract, and the Contractor shall not be
obligated to perform any provisions of this contract.
B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this
project, the Authority shall have the option to either: 1) cancel this contract with no
liability occurring to the Authority; or 2) offer a contract amendment to the Contractor to
reflect the reduced amount.
C. This contract is valid and enforceable only if sufficient funds are made available to the State
by the United States Government or the California State Legislature for the purpose of this
program. In addition, this contract is subject to any additional restrictions, limitations,
conditions, or any statute enacted by the Congress or the State Legislature that may affect
the provisions, terms or funding of this contract in any manner.
City of Gilroy
HSR13-47
Page 2 of 4
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
D. It is mutually agreed that if the Congress or the State Legislature does not appropriate
sufficient funds for the program, this contract shall be amended to reflect any reduction in
funds.
3. Retention
A. The Authority shall retain from each invoice ten per cent (10 %) of that invoice,
excluding equipment invoices. The retained amount shall be held and released to the
Contractor only upon approval by the Authority's Contract Manager that work has been
satisfactorily completed and the Final Report (if required) has been received and
approved. Contractor must submit a separate invoice for the retained amount.
B. Retention may be released upon completion of tasks that are considered separate and
distinct, i.e., the task is a stand -alone piece of work and could be done without the other
tasks. Exhibit B, Budget Attachment I, identifies the tasks for which retention may be
released prior to the end of the Agreement. Tasks for administration or management of the
Agreement and/or subcontractors are not considered separate and distinct tasks.
4. Travel and Per Diem Rates
A. The Contractor shall be reimbursed for travel and per diem expenses using the same
rates provided to non - represented state employees. The Contractor must pay for travel
in excess of these rates. The contractor may obtain current rates at the following Web
Site at: http : / /www.dpa.ca.gov/personnel- policies /travel /maiti.htm
B. Travel identified in Exhibit B, (Budget Detail and Payment Provisions) is approved and
does not require further authorization. Travel that is not included in Exhibit B shall
require written authorization from the Contract Manager prior to travel departure. The
Authority will reimburse travel expenses from the Contractor's office location.
C. The Contractor must retain documentation of travel expenses in its financial records.
The documentation. must be listed by trip and include dates and times of departure and
return. Travel receipts, except for travel meals and incidentals, shall be submitted with
invoices requesting reimbursement from the Authority.
5. Allowable Costs and Payments
A. The City of Gilroy proposal rates and all items included in the rates will be audited
consistent with applicable federal law following execution and final approval of this
Contract.
City of Gilroy
HSR13 -47
Page 3 of 4
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
B. Actual costs shall not exceed the estimated wage rates and other estimated costs set forth
in the City of Gilroy's Estimated Salary Rates in paragraph 10, without prior written
amendment between the Authority and the City of Gilroy.
C. The total amount payable by the Authority for any subsequent amendments shall not
exceed the amount agreed to in this Contract. Changes to provisions require a written
amendment by the City of Gilroy and the Authority.
D. The total amount payable by the Authority, resulting from the Contract, shall not exceed
$600,000.00. It is understood and agreed that this total is an estimate, and that the actual
amount of work requested by the Authority may be less. There is no guarantee, either
expressed or implied, as to the actual dollar amount that will be authorized under the
Contract. In no event shall payment be issued that will exceed this maximum.
E. The City of Gilroy agrees to comply with Federal procedures in accordance with Title 2
Code of Federal Regulations (CFR) Part 225, Cost Principles for State, Local, and
Indian Tribal Governments (2 CFR 225).
F. The City of Gilroy also agrees to comply with Federal procedures in accordance with
Title 49 CFR Part 18, Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments (49 CFR 18).
G. Any costs for which payment has been made to the City of Gilroy that are determined by
subsequent audit to be unallowable under the 2 CFR 225 or 49 CFR 18 is subject to
repayment by the City of Gilroy of Gilroy.
H. Any subcontract entered into as a result of this Agreement shall contain all of the
provisions of this section.
I. At the conclusion of the contract, the City of Gilroy shall provide the Authority with a
final statement of expenditures for this contract within sixty (60) calendar days of the
termination date. Any unexpended balance shall be remitted to the Authority. The City
of Gilroy agrees to remit to the Authority the unexpended balance of the advance
payment within sixty (60) calendar days after the final statement of expenditures.
6. Prompt Payment Clause
Payment will be made in accordance with, and within the time specified in, Government
Code Chapter 4.5, commencing with Section 927.
7. Audit
The contracting parties shall be subject to the examination and audit of the State Auditor for
a period of three (3) years after final payment under the contract in accordance with
City of Gilroy
HSR13 -47
Page 4 of 4
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
Government Code Section 8546.7. The examination and audit shall be confined to those
matters connected with the performance of the contract, including, but not limited to, the
costs of administering the contract.
8. Excise Tax
The State of California is exempt from federal excise taxes, and no payment will be made for
any taxes levied on employees' wages. The Authority will pay for any applicable State of
California or local sales or use taxes on the services rendered or equipment or parts supplied
pursuant to this Agreement. California may pay any applicable sales and use tax imposed by
another state.
9. Conditions
A. Payments shall be made to Contractor for undisputed invoices. An undisputed invoice is
an invoice submitted by the Contractor for services rendered and for which additional
evidence is not required to determine its validity. Contractor will be notified via a
Dispute Notification Form, within 15 working days of receipt of an invoice, if the State
disputes the submitted invoice.
B. Contractor agrees to keep separate, complete, and correct accounting of the costs
involved in developing, and planning under the Authority portion of this Agreement, as
well as keep separate, complete, and correct account of other funding sources.
C. Costs must be accorded consistent treatment. A cost may not be assigned as a direct cost
if any other cost incurred for the same purpose in like circumstances has been allocated
as an indirect cost.
BUDGET SUMMARY
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APRA FUNDS
$400,000
PROP. 1A FUNDS
$200,000-
OTHER FUNDING
$150,000 (VTA)
SOURCE(S) AND /OR
$ 80,000 (City of Gilroy
TYPE(S)
of Gilroy)
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$600,000�s�A
83
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EXHIBIT B - ATTACHMENT 2
BUDGET DETAIL AND PAYMENT PROVISIONS
* To be verified by CHSRA
i7fA'
City of Gilroi
HSR13 -41
Page 1 of
CHSRA
Local Match*
State
City of
ARRA Proposition
3A
VGTA Gilroy
Total
Tasks
Hours
Total Phase 1
1,494
$0 $0
$150,000 $80,000
$230,000
Phase 2
_
Task A - Initiation
162
$16,665 $8,335
$0 $0
$25,000
Task 8 - Opportunities and Constraints
1,040
$106,656 $53,344
$0 $0
$160,000
Task C - Alternatives Development
552
$56,661 $28,339
$0 $0
$85,000
Task D - Preferred Alternative Refinement
780
$79,992 $40,008
$0 $0
$120,000
Task E - Station Area Plan Preparation
1,137
$116,655 $58,345
$0 $0
$175,000
Task F - Public Review and Council Acceptance
162
$16,665 $8,335
$0 $0
$25,000
Task G - Framework for Phase III Implementation
32
$3,350 $1,650
$0 $0
$5,000
Task H - CHSRA and FRA Coordination and Reports
32
$3,356 $1,644
LO L0
$5,000
Total Phase 2
6,000
$400,000 $200,000
$0 $0
$600,000
Phase 1 and 2 Total
S830,000
* To be verified by CHSRA
i7fA'
City of Gilroi
HSR13 -41
Page 1 of
City of Gilroy
HSR13 -47
Page 2 of 2
EXHIBIT B — ATTACHMENT 2
BUDGET DETAIL AND PAYMENT PROVISIONS
Individual Position
Rate including benefits
Gilroy City Engineer
$239.79
Gilroy Planning Div Manager
$181.47
Gilroy Planner 1 /II
$142.18
Gilroy Financial Analyst
$135.32
Gilroy Senior Engineer
$185.02
Gilroy Engineer 1 (Dev/ Traffic)
$128.78
Gilroy Office Assistant II
$78.36
DCE - Placeworks Principal
$225.00
DCE - Placeworks Assoc Principal
$175.00
DCE - Placeworks Senior Associate
$160.00
DCE - Placeworks Associate
$135.00
DCE - Placeworks Project Planner
$105.00
DCE - Placeworks Planner
$95.00
DCE - Placeworks Graphics Specialist
$115.00
DCE - Placeworks Clerical/ Word Processing
$100.00
DCE - Placeworks Intern
$60.00
Hatch -Mott McDonald Civil - Principal
tbd
$200.00
Hatch -Mott McDonald Civil - Other
tbd
$175.00
Hexagon Transp Consultants - Principal
tbd
$200.00
Hexagon Transp Consultants - Other
tbd
$175.00
BAE Urban Economics - Principal
tbd
$200.00
BAE Urban Economics - Other
tbd
$175.00
Travel and Other Direct & Indirect Cost Budget $2,500.00 i
$153.91 Average hourly wage
EXHIBIT C
GENERAL TERMS AND CONDITIONS
FOR INTERAGENCY AGREEMENTS
(GTC 610)
City of Gilroy
HSR13 -47
Page 1 of 1
Under the California High -Speed Rail Authority' standardized contract process, a hardcopy of
Exhibit C, GTC 610, is not included in the standard contract package. As indicated on the
Std. 213, a copy of Exhibit C can be found at the internet site:
hqp: / /www.dgs.ca.gov /ols/ Resources /StandardContractLanguage_aspx
If you do not have internet access please contact the Contract Analyst below to receive a copy:
Nicole Robinson
916 -669 -6612
Nicole.Robinson @hsr.ca.gov
770 L Street, Suite 800
Sacramento, California 95814
{THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK)
City Of Gilroy
HSR13 -47
Page 1 of 9
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
1. AMENDMENT (CHANGE IN TERMS)
A. No amendment or variation of the terms of this agreement shall be valid unless made in
writing, signed by the parties, and approved as required. No oral understanding or
agreement not incorporated in agreement is binding on any of the parties.
B. The Contractor shall only commence work covered by an amendment after the
amendment is executed and notification to proceed has been provided in writing by the
California High -Speed Rail Authority (Authority)'s Contract Manager.
C. There shall be no change in the Contractor's Project Manager or members of the project
team, as listed in the cost proposal, which is a part of this Agreement, without prior
written approval by the Authority's Contract Manager. If the Contractor obtains approval
from the Authority's Contract Manager to add or substitute personnel, the Contractor
must provide the Personnel Request Form, a copy of the SF330 or resume for the
additional or substituted personnel, along with a copy of the certified payroll for that
person.
2. DISPUTES
A. The Contractor shall continue with the responsibilities under this Agreement during any
work dispute. 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 the Chief
Executive Officer.
B. In the event of a dispute, the Contractor shall file a "Notice of Dispute" with the
California High -Speed Rail Authority and the Chief Executive Officer within ten (10)
days of discovery of the problem. Within ten (10) days, the Chief Executive Officer shall
meet with the Project Manager for purposes of resolving the dispute. The decision of the
Chief Executive Officer shall be final.
C. Neither the pendency of a dispute nor its consideration by the Chief Executive Officer
will excuse the Contractor from full and timely performance in accordance with the terms
of this Agreement.
3. TERMINATION
This section regarding termination is in addition to GTC 610.
A. The Authority reserves the right to terminate this Agreement immediately in the event of
breach or failure of performance by the Contractor, or upon thirty (30) calendar days
written notice to the Contractor if terminated for the convenience of the Authority.
City Of Gilroy
HSR13 -47
Page 2 of 9
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
B. The Authority may terminate this Agreement and be relieved of any payments except as
provided for under early termination should the Contractor fail to perform the
requirements of this Agreement at the time and in the manner herein provided. In the
event of such termination, the Authority may proceed with the work in any manner
deemed proper by the Authority. All costs to the Authority shall be deducted from any
sum due the Contractor under this Agreement and the balance, if any, shall be paid to the
Contractor upon demand.
4. EARLY TERMINATION OF THIS AGREEMENT OR SUSPENSION OF THIS
AGREEMENT
Task L General Conditions
A. In the event this Agreement is terminated, suspended, or a Work Plan is terminated for
the convenience of the Authority, the Contractor shall be paid for the percentage of the
work completed, relative to the total work effort called for under this Agreement, and for
termination costs. No billable costs will be considered payable under the Agreement
during suspension.
B. Within 30 days of the date the Contractor is notified of the early termination of Work
Plan(s) issued against this Agreement for the convenience of the Authority, the
Contractor shall prepare and submit to the Authority's Contract Manager, for approval,
two (2) separate supplemental cost proposals:
A final revised cost proposal for all project- related costs for the revised termination
date.
2. A cost proposal specifically addressing the termination settlement costs only.
5. CONTRACTOR'S DELIVERABLES UNDER EARLY TERMINATION
A. The Contractor shall provide all project - related documents and correspondence required as
part of the Scope of Work/Deliverables. Project- related documents shall be described, listed,
and identified as. part of the final revised cost proposal. Project- related documents shall
include all documents that are in complete and final form and which have been accepted as
complete by the Authority, or documents in draft and/or incomplete form for those
deliverables, which are in progress by the Contractor and have not been accepted as
complete. All documents must be received and accepted before the settlement cost invoice is
paid.
City Of Gilroy
HSR13 -47
Page 3 of 9
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
6. INVOICE SUBMITTAL UNDER EARLY TERMINATION
Separate final invoices for project - related costs and termination settlement costs shall be
submitted no later than thirty (30) calendar days after the date the Contractor is notified of
acceptan6e of the final cost proposals by the Authority's Contract Manager. Invoices shall be
submitted in accordance with Exhibit B. The invoice for termination settlement costs shall
include the following, to the extent they are applicable: lease termination costs for equipment
and facilities approved under the terms of this Agreement; equipment salvage costs for
equipment valued over $500.00; rental costs for unexpired leases, less the residual value of
the lease; cost of alterations and reasonable restorations required by the lease; settlement
expenses, e.g., accounting, legal, clerical, storage, transportation, protection and disposition
of property acquired or produced under this Agreement, indirect costs, such as payroll taxes,
fringe benefits, occupancy costs, and immediate supervision costs related to wages and
salaries, incurred as settlement costs.
7. TERMINATION ISSUES FOR SUBCONTRACTORS, SUPPLIERS, AND SERVICE
PROVIDERS
The Contractor shall notify any Subcontractor and service or supply vendor providing
services under this Agreement of the early termination date of this Agreement. Failure to
notify any Subcontractor and service or supply vendor shall result in the Contractor being
liable for the termination costs incurred by any Subcontractor and service or supply vendor
for work performed under this Agreement, except those specifically agreed to in the
termination notice to the Contractor.
8. COST PRINCIPLES UNDER EARLY TERMINATION
Termination settlement expenses will be reimbursed in accordance with 48 CFR, Federal
Acquisition Regulations System, Chapter 1, Part 31. Subpart 31.205 -42 (c) dealing with
initial costs is not applicable to Architectural and Engineering Agreement terminations.
9. DISPUTES UNDER EARLY TERMINATION CONDITIONS
Disputes under early termination conditions shall be resolved in accordance with this Exhibit.
10. AUDIT REVIEW PROCEDURES UNDER EARLY TERMINATION
Audit review procedures shall be in accordance with Exhibit D, Audit Review Procedures,
Section 14 below.
11. CONTRACTOR CLAIMS AGAINST THIS AGREEMENT UNDER EARLY
TERMINATION
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS
Task J. The Contractor. agrees to release the Authority from any and all further claims
for services performed arising out of this Agreement or its early termination, upon
acceptance by the Contractor of payment in the total amount agreed upon as full and
final payment of its costs from performance and early termination of this Agreement.
12. NON - DISCRIMINATION
This section regarding non - discrimination is in addition to GTC 610.
A. During the performance of this agreement, the Contractor and its Subcontractors shall not
unlawfully discriminate, harass or allow harassment against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), medical condition (cancer), age, marital
status, denial of family and medical care leave, and denial of pregnancy disability leave.
Contractors and Subcontractors shall insure the evaluation and treatment of their
employees and applicants for employment are free of such discrimination and
harassment. The Contractor and Subcontractors shall comply with the provision of the
Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the
applicable regulations promulgated thereunder (California Code of Regulations, Title 2,
Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, Section 12990 (a -f), set forth in Chapter 5
of Division 4 of Title 2 of the California Code of Regulations are incorporated into this
Agreement by reference and made a part hereof as if set forth in full. The Contractor and
its Subcontractors shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other agreement.
B. The Contractor shall include the nondiscrimination and compliance provisions of this
clause in all sub agreements to perform work under this agreement.
C. The Contractor's signature affixed herein and dated shall constitute a certification under
penalty of perjury under the laws of the State of California that the Contractor has, unless
exempt, complied with the nondiscrimination program requirements of Government Code
Section 12990 and Title 2, California Code of Regulations, Section 8103.
13. RETENTION OF RECORD /AUDITS
A. For the purpose of determining compliance with Public Contract Code Section 10115, et
seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when
applicable, and other matters connected with the performance of the Agreement pursuant
to Government Code Section 8546.7, the Contractor, Subcontractors, and the 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
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS
respective offices at all reasonable times during the Agreement period and for three (3)
years from the date of expenditure under this Agreement. The Authority, the State
Auditor, or any duly authorized representative having jurisdiction under any laws or
regulations shall have access to any books, records, and documents of the Contractor that
are pertinent to the Agreement for audits, examinations, excerpts, and transactions, and
copies thereof shall be furnished. if requested.
B. Any sub agreement in excess of $25,000.00, entered into as a result of this Agreement,
shall contain all the provisions of this clause.
14. AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this
Agreement that is not disposed of by agreement shall be reviewed by the Project
Manager.
B. Not later than thirty (30) days after issuance of an interim or final audit report, the
Contractor may request a review by the Project Manager of unresolved audit issues. The
request for review will be submitted in writing to the Chief Executive Officer. The
request must contain detailed information of the factors involved in the dispute as well as
justifications for reversal. A meeting by the Chief Executive Officer will be scheduled if
the Project Manager concurs that further review is warranted. After the meeting, the
Project Manager will make recommendations to the Chief Executive Officer will make
the final decision for the Authority. The final decision will be made within three (3)
months of receipt of the notification of dispute.
C. Neither the pendency of a dispute nor its consideration by Authority will excuse the
Contractor from full and timely performance, in accordance with the terms of this clause.
15. SUBCONTRACTING
Task K. Nothing contained in this Agreement or otherwise, shall create any contractual
relation between the State and any subcontractors, and no subcontract shall relieve
the Contractor of its responsibilities and obligations hereunder. The contractor
agrees to be as fully responsible to the State for the acts and omissions of its
subcontractors and of persons whether directly or indirectly employed by any of
them as it is for the acts and omission of persons directly employed by the
Contractor. The Contractor's obligations to pay its subcontractors are an
independent obligation from the State's obligation to make payments to the
Contractor. As a result, the State shall have obligation to pay or to enforce the
payment of any moneys to any subcontractor.
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS
16. PURCHASE OF EQUIPMENT
No equipment identified in this Agreement is approved for purchase.
17. INSPECTION OF WORK
The Contractor shall permit the Authority to review and inspect the project activities at all
reasonable times during the performance period of this Agreement including review and
inspection on a daily basis.
18. SAFETY
A. The Contractor shall comply with OSHA regulations applicable to the Contractor.
regarding necessary safety equipment or procedures. The Contractor shall comply with
safety instructions issued by the Authority's Safety Officer and other State
representatives. The Contractor's personnel shall wear white hard hats and orange safety
vests at all times while working on the construction project site.
B. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Authority has
determined that within such areas as are within the limits of the project and are open to
public traffic, the Contractor shall comply with all of the requirements set forth in
Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. The Contractor shall take all
reasonably necessary precautions for safe operation of its vehicles and the protection of
the traveling public from injury and damage from such vehicles.
C. The Contractor must have a Division of Occupational Safety and Health (CAL -OSHA)
permit(s) as outlined in California Labor Code Sections 6500 and 6705, prior to the
initiation of any practice, work, method, operation, or process related to the construction
or excavation of trenches which are five feet or deeper.
19. DAMAGES DUE TO ERRORS AND OMISSIONS
A. Contractors shall be responsible for the professional quality, technical accuracy, and
coordination of all services required under this Agreement. A Contractor may be liable
for the Authority's costs resulting from errors or deficiencies in designs furnished under
its Agreement.
B. When a modification to a construction contract is required because of an error or
deficiency in the services provided under this Agreement, the contracting officer (with
the advice of technical personnel and legal counsel) shall consider the extent to which the
Contractor may be reasonably liable.
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS
C. The Authority's Contract Manager shall enforce the liability and collect the amount due,
if the recoverable cost will exceed the administrative cost involved or is otherwise in the
Authority's interest. The contracting officer shall include in the Agreement file a written
statement of the reasons for the decision to recover or not to recover the costs from the
firm.
20. OWNERSHIP OF DATA
A. Upon completion of all work under this Agreement, all intellectual property rights,
ownership and title to all reports, documents, plans, specifications, and estimates
produced as part of this Agreement will automatically be vested in the Authority and no
further agreement will be. necessary to transfer ownership to the Authority. The
Contractor shall furnish the Authority all necessary copies of data needed to complete the
review and approval process.
B. It is understood and agreed that all calculations, drawings and specifications, whether in
hard copy or machine readable form, are intended for one -time use in the construction of
the project for which this Agreement has been entered into.
C. The Contractor is not liable for claims, liabilities or losses arising out of, or connected
with, the modification or misuse by the Authority of the machine readable information
and data provided by the Contractor under this agreement; further, the Contractor is not
liable for claims, liabilities or losses arising out of, or connected with, any use by the
Authority of the project documentation on other projects, for additions to this project, or
for the completion of this project by others, except for such use as may be authorized, in
writing, by the Contractor.
D. Any sub agreement in excess of $25,000.00, entered.into as a result of this Agreement,
shall contain all of the provisions of this clause.
21. CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to the
Authority's operations, which is designated confidential by the Authority and made
available to the Contractor in order to carry out this Agreement, shall be protected by the
Contractor from unauthorized use and disclosure.
B. Permission to disclose information on one occasion or public hearing held by.the
Authority relating to this Agreement shall not authorize the Contractor to further disclose
such information or disseminate the same on any other occasion.
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS
C. The Contractor may comment publicly to the press or any other media regarding the
Agreement and will provide timely notice of such inquires for public information to the
Authority.
D. The Contractor shall advise and coordinate, if practicable, with the Authority on any
news release or public relations item regarding work performed or to be performed under
this Agreement, in order to develop mutually acceptable contents for such news releases.
E. All information related to the construction estimate is confidential and shall not be
disclosed by the Contractor to any entity, other than the Authority.
22. DEBARMENT AND SUSPENSION CERTIFICATION
A. The Contractor's signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California that the Contractor or any person
associated therewith in the capacity of owner, partner, director, officer or manager:
1) Is not currently under suspension, debarment, voluntary exclusion, or determination
of ineligibility by any federal agency;
2) Has not been suspended, debarred, voluntarily excluded, or determined ineligible by
any federal agency within the past three (3) years;
3) Does not have a proposed debarment pending; and
4) 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.
B. Any exceptions to this certification must be disclosed to the Authority. Exceptions will
not necessarily result in denial of recommendation for award, but will be considered in
determining bidder responsibility. Disclosures must indicate the party to whom the
exceptions apply the initiating agency, and the dates of agency action.
23. CONFLICT OF INTEREST
A. During the term of this Agreement, the Contractor shall disclose any financial, business,
or other relationship with Authority that may have an impact upon the outcome of this
Agreement or any ensuing Authority construction project. The Contractor shall also list
current clients who may have a financial interest in the outcome of this Agreement or any
ensuing Authority construction project which will follow..
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS
B. The Contractor 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.
C. The Contractor and its employees, and all its subcontractors and employees, shall comply .
with the Authority's Conflict of Interest Policy.
D. Any sub agreement in excess of $25,000.00, entered into as a result of this Agreement,
shall contain all of the provisions of this clause.
24. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
The Contractor warrants that this Agreement was not obtained or secured through rebates,
kickbacks or other unlawful consideration either promised or paid to any Authority agency
employee. For breach or violation of this warranty, the Authority shall have the right, in its
discretion, to terminate this Agreement without liability, to pay only for the value of the work
actually performed, or to deduct from this Agreement price or otherwise recover the full
amount of such rebate, kickback or other unlawful consideration.
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
1. FEDERAL REQUIREMENTS
The Contractor understands that the Authority has received Federal funding from the Federal
Rail Administration (FRA) for the Project and acknowledges that it is required to comply
with all applicable federal laws, regulations, policies and related administrative practices,
whether or not they are specifically referenced herein. The Contractor acknowledges that
federal laws, regulations, policies, and related administrative practices may change and that
such changed requirements will apply to the Project. The Contractor shall ensure compliance
by its subcontractors and include appropriate flow down provisions in each of its lower -tier
subcontracts as required by applicable federal laws, regulations, policies and related
administrative practices, whether or not specifically referenced herein.
Notwithstanding anything to the contrary contained in this Agreement, all FRA mandated
terms shall be deemed to control in the event of a conflict with other provisions contained in
this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to
comply with any Authority requests, which would cause the Authority to be in violation of
FRA requirements.
2. COMPLIANCE WITH FEDERAL REQUIREMENTS
The Contractor's failure to comply with Federal Requirements shall constitute a breach of
this Agreement.
3. FEDERAL STANDARDS
The Contractor agrees to comply with the Procurement Standards requirements set forth at 49
C.F.R. § 18.36 or 49 C.F.R. §§ 19.40 through 19.48 inclusive, whichever may be applicable,
and with applicable supplementary U.S. Department of Transportation (U.S. DOT) or FRA
directives or regulations. If determined necessary for proper Project administration, FRA
reserves the right to review the Contractor's technical specifications and requirements.
4. FEDERAL LOBBYING ACTIVITIES CERTIFICATION
The Contractor certifies, to the best of its knowledge and belief, that:
A. No State or Federal appropriated funds have been paid or will be paid, by or on behalf of
the Contractor, to any person for influencing or attempting to influence an officer or
employee of any State or Federal agency, a Member of the State Legislature or United
States Congress, an officer or employee of the Legislature or Congress, or any employee
of a Member of the Legislature or Congress in connection with the awarding of any State
or Federal Agreement, the making of any State or Federal grant, the making of any State
or Federal loan, the entering into of any cooperative agreement, and the extension,
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
continuation, renewal, amendment, or modification of any State or Federal Agreement,
grant, loan, or cooperative agreement.
B. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this Federal Agreement, grant, loan, or
cooperative agreement, the Contractor shall complete and submit Standard Form LL,
"Disclosure Form to Report Lobbying," in accordance with its instructions.
C. This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by Section 1352, Title
31, U. S. Code. Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
D. The Contractor also agrees that by signing this document, it shall require that the
language of this certification be included in all lower tier subcontracts, which exceed
$100,000, and that all such subcontractors shall certify and disclose accordingly.
5. DEBARMENT AND SUSPENSION
This Agreement is a covered transaction for purposes of 2 C.F.R. 1200. As such, the
Contractor is required to comply with applicable provisions of Executive Orders Nos. 12549
and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations,
"Non- procurement Suspension and Debarment," 2 C.F.R. Part 1200, which adopt and
supplement the provisions of U.S. Office of Management and Budget (U.S. OMB)
"Guidelines to Agencies on Government -wide Debarment and Suspension (Non -
procurement)," 2 C.F.R. Part 180.
To the extent required by the aforementioned U.S. DOT regulations and U.S. OMB guidance,
the Contractor must verify that the subcontractor is not excluded or disqualified in
accordance with said regulations by reviewing the "Excluded Parties Listing System" at
http: / /epls.gov /. The Contractor shall obtain appropriate certifications from each such
subcontractor and provide such certifications to the Authority.
The Contractor shall include a term or condition in the contract documents for each lower tier
covered transaction, assuring that, to the extent required by the U.S. DOT regulations and
U.S. OMB guidance, each subcontractor will review the "Excluded Parties Listing System,"
will obtain certifications from lower tier subcontractors, and will include a similar term or
condition in each of its lower -tier covered transactions.
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
6. SITE VISITS
The Contractor agrees that FRA, through its authorized representatives, has the right, at all
reasonable times, to make site visits to review Project accomplishments and for other
reasons. If any site visit is made by FRA on the premises of the Contractor or any of its
subcontractors under this Agreement, the Contractor shall provide and shall require its
subcontractors to provide, all reasonable facilities and assistance for the safety and
convenience of FRA representatives in the performance of their duties. All site visits and
evaluations shall be performed in such a manner as will not unduly delay work being
conducted by the Contractor or subcontractor.
7. SAFETY OVERSIGHT
To the extent applicable, the Contractor agrees to comply with any Federal regulations, laws,
or policies and other guidance that FRA or U.S. DOT may issue pertaining to safety
oversight in general, and in the performance of this Agreement, in particular.
8. ENVIRONMENTAL PROTECTION
The Contractor and any subcontractor under this Agreement shall comply with all applicable
environmental requirements and regulations, including any amendments, as follows:
A. Clean Air: The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.
The Contractor agrees to report each violation to the Authority, and understands and
agrees that the Authority shall, in turn, report each violation as required to assure
notification to the FRA and the appropriate Environmental Protection Agency Regional
Office.
B. Clean Water: The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33
U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Authority, and
understands and agrees that the Authority shall, in turn, report each violation as required
to assure notification to the FRA and the appropriate EPA Regional Office.
C. Energy Conservation: The Contractor agrees to comply with mandatory standards and
policies relating to energy efficiency which are contained in the State energy
conservation plan issued in compliance with the Energy Policy and Conservation Act
(42 U.S.C. 6421 et seq.)
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
D. Agreement Not To Use Violating Facilities: The Contractor agrees not to use any facility
to perform work hereunder that is listed on the List of Violating Facilities maintained by
the EPA. The Contractor shall promptly notify the Authority if the Contractor any
subcontractor receives any communication from the EPA indicating that any facility
which will be used to perform work pursuant to this Agreement is under consideration to
be listed on the EPA's List of Violating Facilities; provided, however, that the
Contractor's duty of notification hereunder shall extend only to those communications of
which it is aware, or should reasonably have been aware.
E. Environmental Protection: The Contractor shall comply with all applicable requirements
of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et
seq.
F. Incorporation of Provisions: The Contractor shall include the above provisions (1)
through (6) in every subcontract hereunder exceeding $50,000 financed in whole or in
part with federal assistance provided by the FRA.
9. CIVIL RIGHTS
The following requirements apply to this Agreement:
A. Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as amended; 42
U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended;. 42
U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990; 42 U.S.C. §
12132; and 49 U.S.C. § 306, the Contractor agrees that it will not discriminate against
any individual because of race, color, religion, national origin, sex, age or disability in
any activities leading up to or in performance of this Agreement. In addition, the
Contractor agrees to comply with applicable federal implementing regulations and other
implementing requirements that FRA may issue.
B. Equal Employment Opportunity: The following equal employment opportunity
requirements apply to this Agreement:
1. Race, Color, Religion, National Origin, Sex: In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e, the Contractor agrees to comply with all
applicable equal opportunity requirements of U.S. Department of Labor (U.S. DOL)
regulations, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor," including 41 C.F.R 60 et seq. (which implements
Executive Order No. 11246, "Equal Employment Opportunity," as amended by
Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable federal
statutes, executive orders, regulations, and federal policies that may in the future
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
affect construction activities undertaken in the course of the Project. The Contractor
agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color,
religion, national origin, sex, or age. Such action shall include the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FRA may issue.
2. Age: In accordance with Section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. § 623, the Contractor agrees to refrain from
discrimination against present and prospective employees for reason of age. In
addition, the Contractor agrees to comply with any implementing requirements FRA
may issue.
3. Disabilities: In accordance with Section 102 of the Americans with Disabilities Act,
as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities
Act," 29 C.F.R Part 1630, pertaining to employment of persons with disabilities. In
addition, the Contractor agrees to comply with any implementing requirements FRA
may issue.
The Contractor also agrees not to discriminate on the basis of drug abuse, in accordance with
the Drug Abuse Office and Treatment Act of 1972 (P.L. 92 -255), as amended, alcohol abuse,
in accordance with the Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (P.L. 91 -616), as amended, and to comply with
Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§ 290 dd -3 and
290 ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records.
In addition, the Contractor agrees to comply with applicable federal implementing
regulations and other implementing requirements that FRA may issue.
The Contractor also agrees to include these requirements in each subcontract financed in
whole or in part with federal assistance provided by FRA, modified only if necessary to
identify the affected parties.
10. CARGO PREFERENCE
The Contractor agrees to the following:
A. To use privately owned United States -flag commercial vessels to ship at least 50 percent
of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
tankers) involved, whenever shipping any equipment, materials, or commodities
pursuant to the underlying contract to the extent such vessels are available at fair and
reasonable rates for United States -flag commercial vessels.
B. To furnish within 20 Working Days following the date of loading for shipments
originating within the United States, or within 30 Working Days following the date of
loading for shipments originating outside the United States, a legible copy of a rated,
"on- board" commercial ocean bill -of- lading in English for each shipment of cargo
described in the first bullet of this clause above. This bill -of- lading shall be furnished to
the Authority (through the Contractor in the case of a subcontractor's bill -of- lading) and
to the Division of National Cargo, Office of Market Development, Maritime
Administration, Washington, D.C. 20590, marked with appropriate identification of the
Project.
C. To include these requirements in all subcontracts issued pursuant to this Agreement
when the subcontract may involve the transport of equipment, material, or commodities
by ocean vessel.
11. PROPERTY, EQUIPMENT AND SUPPLIES
A. Contractor agrees that Project property, equipment, and supplies shall be used for the
Project activity for the duration of its useful life, as determined by FRA. Should the
Contractor unreasonably delay or fail to use Project property, equipment, or supplies
during its useful life, the Contractor agrees that FRA may require the Contractor to
return the entire amount of FRA assistance expended on that property, equipment, or
supplies. The Contractor further agrees to notify the Authority when any Project
property or equipment is withdrawn from use in the Project activity.
B. Contractor agrees to comply with the property standards of 49 C.F.R. §§ 19.30 through
19.37 inclusive, including any amendments thereto, and other applicable guidelines or
regulations that are issued.
C. Contractor agrees to maintain the Project property and equipment in good operating
order, and in accordance with any guidelines, directives, or regulations that FRA may
issue.
D. The Contractor agrees to keep satisfactory records with regard to the use of the property,
equipment, and supplies, and submit to FRA, upon request, such information as may be
required to assure compliance with this section.
E. Contractor agrees that FRA may:
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
1. Require the Contractor to transfer title to any property, equipment, or supplies
financed with FRA assistance, as permitted by 49 C.F.R. §§ 19.30 through 19.37
inclusive.
2. Direct the disposition of property or equipment financed with FRA assistance as set
forth by 49 C.F.R. §§ 19.30 through 19.37 inclusive.
F. If any Project property, equipment, or supplies are not used for the Project for the
duration of its useful life, as determined by FRA, whether planned withdrawal, misuse or
casualty loss, the Contractor agrees to notify the Authority immediately. Disposition of
withdrawn property, equipment, or supplies shall be in accordance with 49 C.F.R. §§
19.30 through 19.37 inclusive.
G. Unless expressly authorized in writing by the Authority, the Contractor agrees to refrain
from:
1. executing any transfer of title, lease, lien, pledge, mortgage, encumbrance, contract,
grant anticipation note, alienation, or other obligation that in any way would affect
Authority or FRA interest in any Property or equipment; or
2. obligating itself in any manner to any third party with respect to Project property or
equipment.
Contractor agrees to refrain from taking any action or acting in a manner that would
adversely affect FBA's interest or impair the Authority's continuing control over the use of
Project property or equipment.
12. FLOOD HAZARDS
Contractor agrees to comply with the flood insurance purchase requirements of Section
102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012(a) with respect to any
construction or acquisition Project.
13. ARRA FUNDED PROJECT
Funding for this Agreement has been provided through the America Recovery and
Reinvestment Act (ARRA) of 2009, Pub. L. 111 -5. All Contractors, including both prime and
subcontractors, are subject to audit by appropriate federal or State of California (State)
entities. The State has the right to cancel, terminate, or suspend the Agreement if any
Contractor or subcontractor fails to comply with the reporting and operational requirements
contained herein.
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
14. ENFORCEABILITY
Contractor agrees that if the Contractor or one of its subcontractors fails to comply with all
applicable federal and State requirements governing the use of ARRA funds, the State may
withhold or suspend, in whole or in part, funds awarded under the program, or recover
misspent funds allowing an audit. This provision is in addition to all other remedies available
to the State under all applicable State and Federal laws.
15. LABOR PROVISIONS
49 U.S.C. 24405(b) provides that persons conducting rail operations over rail infrastructure
constructed or improved in whole or in part with funds provided through this Agreement
shall be considered a "rail carrier," as defined by 49 U.S.C. 10102(5), for the purposes of
Title 49, U.S.C., and any other statue that adopts that definition or in which that definition
applies, including the Railroad Retirement Act of 1974 (45 U.S.C. 231 et seq.), the Railway
Labor Act (43 U.S.C. 151 et seq.), and the Railroad Unemployment Insurance Act (45 U.S.C.
351 et seq.) To the extent required by 49 U.S.C. 24405(b) and other laws referenced above,
the Contractor shall reflect these provisions in its agreements funded in whole or in part by
this Agreement with entities operating rail services over such rail infrastructure.
16. LABOR PROTECTIVE ARRANGEMENTS
The Contractor agrees to comply with the applicable protective arrangements established
under Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976 (4R
Act), 45 U.S.C. 836. with respect to employees affected by actions taken in connection with
the Project. The Contractor also agrees to include the applicable protective arrangements
established by the U.S. DOL under 45 U.S.C. 836 in its arrangements with entities operating
rail services over rail infrastructure constructed as part of this Agreement.
17. PROHIBITION ON USE OF ARRA FUNDS
Contractor agrees in accordance with ARRA, Section 1604, that none of the funds made
available under this Agreement may be used for any casino or other gambling establishment,
aquarium, zoo, golf course, or swimming pool.
18. REQUIRED USE OF AMERICAN IRON, STEEL AND OTHER MANUFACTURED
GOODS
Contractor agrees that in accordance with the Passenger Rail Investment.and Improvement
Act (PRIIA) of 20.08, Pub. L. 110 -432, section 24405(a), which provides that Federal funds
may not be obligated unless steel, iron, and manufactured products used in FRA- funded
projects are produced in the United States, unless a waiver has been granted by the US
City Of Gilroy
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
Secretary of Transportation. For more information on FRA's Buy America requirements and
processes please see FBA's Answers to Frequently Ask Questions (FAQ) available at,
http://www.fra.dot.gov/Page/P039 1.
19. WAGE RATE REQUIREMENTS
Payment of prevailing wages on the Project is required by 49 U.S.C. 24405(c)(2) and ARRA
section 1606. For Project components that use or would use rights -of -way owned by a
railroad, the Contractor shall comply with the Provisions of 49 U.S.C. 24312. For these
purposes, wages in collective bargaining agreements negotiated under the Railway Labor Act
are deemed to comply with Davis -Bacon Act requirements. For Project components that do
not use or would not use rights -of -way owned by a railroad, the Contractor will comply with
the provisions of 40 U.S.0 3141 et seq.
20. INSPECTION OF RECORDS
In accordance with ARRA Sections 902, 1514 and 1515, Contractor agrees that it shall
permit the State of California, the United States Comptroller General, the United States
Department of Transportation Secretary, or their representatives or the appropriate Inspector
General appointed under Section 3 or 8G of the United States Inspector General Act of 1978
or'his representative to:
A. Examine any records that directly pertain to, and involve transactions relating to, this
Agreement; and
B. Interview any officer or employee of Contractor or any of its subcontractors regarding
the activities funded with funds appropriated or otherwise made available by the ARRA.
Contractor shall include this provision in all of the Contractor's agreements with its
subcontractors from whom the Contractor acquires goods or services in it execution of the
ARRA funded work.
21. WHISTLEBLOWER PROTECTION
Contractor agrees that both it and its subcontractors shall comply with Section 1553 of the
ARRA, which prohibits all non - federal Contractors, including the State, and all contractors
of the State, from discharging, demoting or otherwise discriminating against an employee for
disclosures by the employee that the employee reasonably believes are evidence of
A. Gross mismanagement of a contract relating to ARRA funds;
B. A gross waste of ARRA funds;
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
C. A substantial and specific danger to the public health or safety related to the
implementation or use of ARRA funds;
D. An abuse of authority related to implementation or use of ARRA funds; or
E. A violation of law, rule, or regulation related to an agency contract (including the
competition for or negotiation of a contractor) awarded or issued relating to ARRA
funds.
Contractor agrees that it and its subcontractors shall post notice of the rights and remedies
available to employees under Section 1553 of Title XV of Division A of the ARRA.
22. FALSE CLAIMS ACT
Contractor agrees that it shall promptly notify the State and shall refer to an appropriate
federal inspector general any credible evidence that a principal, employee, agent,
subcontractor, or other person has committed a false claim under the False Claims Act or has
committed a criminal or civil violation of laws pertaining to fraud, conflict of interest,
bribery, gratuity, or similar misconduct involving ARRA funds.
23. REPORTING REQUIREMENTS
Pursuant to Section 1512 of the ARRA, in order for state agencies receiving ARRA funds to
prepare the required reports, Contractor agrees to provide the Authority with the following
information on a monthly (quarterly) basis:
A. The total amount of ARRA funds received by Contractor during the Reporting Period;
B. The amount of ARRA funds that were expended or obligated during the Reporting
Period;
C. A detailed list of all projects or activities for which ARRA funds were expended or
obligated, including:
1. The name of the project or activity;
2. A description of the project activity;
3. An evaluation of the completion status of the project or activity; and
4. An estimate of the number of. jobs :created and/or retained by the project or activity;
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
D. For any contracts equal to or greater than $25,000:
1. The name of the entity receiving the contract;
2. The amount of the contract;
3. The transaction type;
4. The North American Industry Classification System (NAICS) code or Catalog of
Federal Domestic Assistance (CFDA) number;
5. The Program source;
6. An award title descriptive of the purpose of each funding action;
7. The location of the entity receiving the contract;
8. The primary location of the contract, including the city, state, congressional district
and county;
9. The DUNS number, or name and zip code for the entity headquarters;
10. A unique identifier of the entity receiving the contract and the parent entity of
Contractor, should the entity be owned by another; and
11. The names and total compensation of the five most highly compensated officers of
the company if received:
a) 80% or more of its annual gross revenues in Federal awards;
b) $25,000,000 or more in annual gross revenue from Federal awards and;
c) If the public does not have access to information about the compensation of senior
executives through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchange Act of 1934 or section 6104 of Internal Revenue Code of
1986;
E. For any contract of less than $25,000 or to individuals, the information required above
may be reported in the aggregate and requires the certification of an authorized officer of
Contractor that the information contained in the report is accurate.
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EXHIBIT E
SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING FEDERAL
FUNDS
F. Any other information reasonably requested by the State of California or required by
state or federal law or regulation.
Standard data elements and federal instruction for use in complying with reporting
requirements under Section 1512 of the ARRA, are pending review by the federal
government, and were published in the Federal Register on April 1, 2009 [74 FR 14824], and
are to be provided online at www.FederalReig ster go_v. The additional requirements will be
added to this Agreement(s).
AttarhmAnt A
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Page 1
Gilroy High-Speed grain— Proposed Station Locations and Existing Context
PRONOSED STAMN, LOCAMN
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Gilroy High-Speed grain— Proposed Station Locations and Existing Context
Attachment B
Downtown HST Station Location in Relation to Downtown Spey
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HST Station Location '/z -Mile Station Radius
H S R 13 -47
The City of Gilroy
Page 3 of 6
Attachment C
Downtown HST Station Area Photos
Downtown Caltrain Station — Site of HST Station
Views of Downtown Gilroy
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FW :T� t:p --�
Attachment D
East Gilroy HST Station Location on City Zoning Map
RESIDENTIAL
■ Al AgdWWrt
■ RH ResW;
R1 Sk4e Far
R2 Two Famil
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■ CM Corrmmerc
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Attachment E
East Gilroy HST Station Location on County General Plan Land Us(
LAND USE PLAN
MAY 2068
to" Mfr C— C—V Mww�i tLw
Attachment F
East Gilroy HST Station Area Photos
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The City of Gilroy
Page 6 of 6
East Gilroy HST Station Site looking west to the Gilroy Outlet Malls
Views of Station Area looking north and east
Gilroy Outlet
Mall area
ATTACHMENT G
RESOLUTION NO. 2011-47
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF GILROY, CALIFORNIA, APPROVING THE
APPLICATION FOR HIGH SPEED RAIL STATION AREA
PLANNING FUNDS
WHEREAS, The California High Speed Rail Authority ("Authority") has been delegated the
responsibility by the Legislature of the .State of California for the planning and construction of the
Statewide High Speed Rail Project; and,
WHEREAS, The Authority has invited the City of Gilroy ( "City ") to apply for up to
$400,000.00 of American Recovery and Reinvestment Act of 2009 funds, and up to $200,000.00 of
State Proposition 1 A funds for the development of local area land use, implementation and funding
plans for development and improvements around the high speed train station (the "Project "); and,
WHEREAS, The City will enter into a contract with the California High Speed Rail
Authority to complete the grant scope project.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GILROY DOES HEREBY
RESOLVE, DETERMINE, FIND, AND ORDER AS FOLLOWS:
SECTION 1. The City Council approves'the filing of an Application for the Project.
SECTION 2. The City Council certifies that the Applicant has or will have available, ,prior to
commencement of any work on the Project including this Application, sufficient funds to complete
the Project.
SECTION 3. The City Council has reviewed, understands and agrees to the general
provisions contained in the contract shown in the Grant Administration Guide.
SECTION 4. The City Council .delegates the authority to the City Administrator to conduct
all negotiations, sign and submit all documents, including, but not limited to, applications,
agreements, amendments and payment requests, which may be necessary for the completion of the
grant scope.
RESOLUTION NO. 2011-47
ATTACHMENT G
SECTION 5. The City Council agrees to comply with all applicable federal, state and local
laws, ordinances, rules, regulations and guidelines.
PASSED AND ADOPTED by the City Council of the City of Gilroy at a regular meeting
held on the 5h day of December 2011, by the following vote:
AYES: COUNCIL MEMBERS: ARELLANO, BRACCO, DILLON, LEORE-
MUNOZ, TUCKER, WOODWARD and PINHEIRO
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
APPROVED:
L � ^
Albert Mayor
RESOLUTION NO. 201147
3
ATTACHMENT G
I, SHAWNA FREELS, City Clerk of the City of Gilroy, do hereby certify that the
attached Resolution No. 2011 -47 is an original resolution, or true and correct copy of a city
resolution, duly adopted by the Council of the City of Gilroy at a regular meeting of said Council
held on the 5 °i day of December, 2011, at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of
the City of Gilroy this 7`t' day of December, 2011.
(Seal)