1 APPENDIX 2 FORM OF CONTRACT - Foothill Gold Line

Metro Gold Line Foothill Extension 1 RFP C1174 Event Planning

Construction Authority and Production Services

APPENDIX 2

FORM OF CONTRACT

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CONTRACT NO. C1174

EVENT PLANNING AND PRODUCTION SERVICES

AGREEMENT

This Event Planning and Production Services Agreement (“Agreement”) is dated

effective as of [DATE], 2015, and is between the Metro Gold Line Foothill Extension

Construction Authority (“Authority”) and [________] (“Consultant”).

RECITALS

A. Authority was established pursuant to the provisions of Chapter 6 of

Division 12.7 of the Public Utilities Code, commencing with Section 132400, which

became effective January 1, 1999.

B. Pursuant to California Public Utilities Code section 132405, Authority is

responsible for completing the construction of the Los Angeles to Pasadena Metro Blue

Line light rail project, extending from Union Station in the City of Los Angeles to Sierra

Madre Villa Boulevard in the City of Pasadena (“Phase 1”), and any mass transit

guideway that may be planned east of Sierra Madre Villa Boulevard along the rail right-

of-way (“ROW”) extending to the City of Montclair (“Phase 2”).

C. Phase 2, also known as the “Foothill Extension”, is an anticipated

approximate 24 mile east-west light rail extension of Phase 1 from the City of Pasadena

to the City of Montclair. The Foothill Extension is the “Project” for purposes of this

Agreement.

D. The Foothill Extension is anticipated to begin at the Sierra Madre Villa

Boulevard Station in the City of Pasadena, run along the acquired railroad right-of-way

(“ROW”) parallel to Interstate 210 (I-210) and Arrow Highway, and connect to the

downtown areas of the cities of Arcadia, Monrovia, Duarte, Irwindale, Azusa, Glendora,

San Dimas, La Verne, Pomona, Claremont, and Montclair.

E. The Foothill Extension will be built in two phases. The first phase (“Phase

2A”), is planned to extend the Phase 1 terminus approximately 12 miles from the Sierra

Madre Villa Station in City of Pasadena to Citrus Avenue in the City of Azusa. The

second phase (“Phase 2B”), is planned to extend the Phase 1 terminus from the City of

Azusa to the City of Montclair.

F. Authority desires to retain Consultant to provide event planning and

production services with respect to the Project.

G. Consultant desires to provide such services.

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NOW, THEREFORE, for good and valuable consideration, the sufficiency of

which each party acknowledges, the parties hereby agree as follows:

1. Term. The term of this Agreement shall commence as of the date first

written above, and continue until June 30, 2016. Notice to proceed under this

Agreement is deemed given concurrently with the foregoing commencement date. The

parties may extend this Agreement by mutual written consent.

2. Scope of Services/Schedule. Consultant shall provide consulting services

as set forth in Exhibit A in a manner reasonably satisfactory to Authority and consistent

with that level of care and skill ordinarily exercised by members of the profession

currently practicing in the same locality under similar conditions.

3. Responsible Principals.

(a) Authority’s Responsible Principal shall be the Chief Executive

Officer (“CEO”), or his or her designee. Authority’s Responsible Principal shall

administer the terms of this Agreement on behalf of Authority. Unless otherwise

specified herein, any approval of Authority required hereunder shall mean the approval

of Authority’s Responsible Principal.

(b) Consultant’s Responsible Principal shall be [_________], who shall

be principally responsible for Consultant’s obligations under this Agreement and shall

serve as principal liaison between Authority and Consultant. Consultant’s Responsible

Principal shall keep the Authority’s Responsible Principal informed of the progress of

the performance of Consultant’s services under this Agreement, and shall refer any

decisions that must be made by Authority to Authority’s Responsible Principal.

Designation of another Responsible Principal by Consultant shall not be made without

the prior written approval of Authority.

4. Personnel.

(a) Consultant represents that it has, or shall secure at its own

expense, all personnel required to perform the services under this Agreement. All

personnel engaged in the work shall be qualified to perform such services.

(b) Consultant shall be solely responsible for the satisfactory work

performance of all personnel performing the services under the Agreement, and

compliance with all reasonable performance standards set forth in this Agreement or

required by Authority, appropriate governmental agencies and applicable law.

Consultant to exclude any employee from performing the services under this

Agreement. Furthermore, Consultant shall secure Authority’s prior written approval for

any change or reassignment of key personnel identified in Exhibit C. In the event that

Authority desires the exclusion of any person(s) assigned by Consultant to perform the

services under to this Agreement, Consultant shall exclude such person(s) immediately

upon receiving notice of such from Authority unless otherwise mutually agreed.

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(d) Consultant shall be responsible for payment of all employees’

wages and benefits.

5. Subcontractors.

(a) Consultant shall not use any subcontractor or pay any

subcontractor not identified in Exhibit D to perform any of Consultant’s services under

this Agreement, without Authority’s prior written approval.

(b) Authority reserves the right, in its sole discretion, to require

Consultant to remove any subcontractor(s) from performing the services under this

Agreement. In the event that Authority, in its sole discretion, desires the removal of any

subcontractor(s) assigned by Consultant to perform the services under this Agreement,

Consultant shall remove any such subcontractor(s) immediately upon receiving such

notice from Authority unless otherwise mutually agreed.

6. Facilities and Equipment. Except as otherwise approved by Authority in

writing, Consultant shall, at its sole expense, furnish all facilities and equipment that

may be required for furnishing the services under this Agreement.

7. Conflict of Interest.

(a) Consultant covenants that it presently has no interest and shall not

acquire any interest, direct or indirect, which would conflict in any manner with the

performance of the services under this Agreement. No person having any such interest

shall be employed by or be associated with Consultant. Furthermore, Consultant shall

avoid the appearance of having any interest, which would conflict in any manner with

the performance of the services under this Agreement.

(b) Consultant covenants not to give or receive any compensation,

monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to

Authority as a result of the performance of Consultant’s services under this Agreement.

Consultant’s covenant under this Section 7 shall survive the termination of this

Agreement.

8. Compensation.

(a) Authority agrees to compensate Consultant for the services which

Consultant performs to the satisfaction of Authority’s CEO, or his or her designee, and

Consultant agrees to accept in full satisfaction for the services required by this

Agreement, the compensation set forth in Exhibit C. Compensation shall be based on

hourly rates of Consultant personnel and equipment as set forth in Exhibit C, subject to

the maximum amount set forth therein. Compensation shall constitute reimbursement

of Consultant’s fee for the services as well as the actual cost of any equipment,

materials, and supplies necessary to provide the services (including all labor, materials,

delivery, tax, assembly, and installation, as applicable).

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(b) Consultant shall notify Authority in writing prior to incurring 85% of

the maximum amount set forth in Exhibit C. Such notice shall also include an estimate

of compensation that will be required to complete in full any work outstanding. After

providing Authority with notice in accordance with this Section 8(b), Consultant shall

have the right to stop work once the maximum amount is reached, unless the Authority

authorizes an increase.

compensated for in an amount that Authority and Consultant mutually agree to in

advance of payment and shall be incorporated into this Agreement through the issuance

of an Agreement Amendment. Additional services shall be invoiced and paid in

accordance with the terms of this Agreement. Consultant shall not be entitled to

compensation for additional services until the additional services are incorporated into

this Agreement through the issuance of an Agreement Amendment.

(d) Consultant agrees that its right to receive the final payment

pursuant to this Agreement is contingent upon submittal of all deliverables hereunder to

the satisfaction and approval of Authority. Authority shall have the right to withhold, in

its sole discretion, any or all of the Consultant’s final payment until Authority approves

all of Consultant’s deliverables.

9. Method of Payment.

(a) Consultant shall provide monthly billing statements of the services

provided and the time spent providing those services for Consultant’s Scope of Work, in

the form customarily supplied by Consultant to clients being billed on an hourly basis

and with such information and modifications as Authority may reasonably request.

Consultant shall send all invoices attention to the Finance Department at the Authority’s

address set forth below. Authority shall pay invoices (or uncontested portions thereof)

within 30 days after receipt of a proper invoice.

(b) Consultant is responsible for the accuracy and adequacy of its

billing statements. If Authority raises any questions or concerns regarding the billing

statements of Consultant, Consultant shall confer directly with Authority to resolve the

questions and concerns to the satisfaction of Authority.

10. Confidentiality. All data, documents, drawings, specifications, reports,

records, discussion, or other information developed or received by Consultant or

provided for performance of the services under this Agreement are deemed confidential

information. Consultant shall not disclose confidential information without Authority’s

prior written approval. Notwithstanding the foregoing, Consultant shall not be in

violation of this Section 10 with regard to disclosure that is in response to a valid order

by a court or other governmental body, provided that Consultant is advised by legal

counsel that such disclosure is required by law, and such disclosure is limited to the

minimum extent required by law. Within ten business days following the date of any

termination of this Agreement or upon expiration, Consultant shall return all confidential

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information provided by Authority to Consultant. Consultant’s covenant under this

Section 10 shall survive the termination of this Agreement.

11. Ownership of Materials. All files of Consultant pertaining to Authority shall

be and remain the property of Authority. Consultant will control the physical location of

its files during the term of this Agreement unless directed to the contrary by Authority, its

Board or its Chief Executive Officer.

12. Indemnification.

(a) To the fullest extent permitted by law, Consultant shall indemnify,

protect, defend and hold harmless Authority and any and all of its officials, employees

and agents (“Indemnified Parties”) from and against any and all losses, liabilities,

damages, costs and expenses, including attorney’s fees and costs, to the extent same

are caused in whole or in part by any negligent or wrongful act, error or omission of

Consultant, its officers, employees, agents or subcontractors (or any entity or individual

that Consultant shall bear the legal liability thereof) in the performance of services under

this Agreement.

(b) This obligation to indemnify, defend and hold harmless the

Indemnified Parties is binding on the successors, assigns or heirs of Consultant and

shall survive the termination of this Agreement or final payment hereunder. This

obligation to indemnify, defend and hold harmless is in addition to any other rights or

remedies that the Indemnified Parties may have under the law. Failure of Authority to

monitor compliance with these requirements imposes no additional obligations on

Authority and will in no way act as a waiver of any rights hereunder.

Party which is entitled to be indemnified hereunder, Authority may, in its sole discretion,

reserve, retain or apply any monies due to Consultant under this Agreement for

purposes of resolving such claims; provided, however, Authority may release such

monies if Consultant provides Authority with reasonable assurance of protection of the

Indemnified Party’s interests. Authority shall, in its sole discretion, determine whether

such assurances are reasonable.

(d) The indemnity requirements set forth in this Section 12 are

intended to be separate and distinct from any other provision in this Agreement and are

intended to be interpreted as such.

(e) Consultant shall have no liability, in contract, tort or otherwise, for

claims or losses to the extent arising from the negligent or wrongful act, error or

omission of any subconsultant which provides services for Authority. Consultant hereby

assigns to Authority all claims Consultant may have against any subconsultant arising

from the wrongful or negligent action or inaction of such subconsultant. The foregoing

provisions of this paragraph (e) shall apply only if Consultant causes each of the

subconsultants to confirm in writing to Authority that the subconsultant owes directly to

Authority a duty of care and competence in carrying out its scope of work and carries

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liability insurance coverage reasonably acceptable to Authority, and Authority receives

such written confirmation and proof of insurance. If any proposed subconsultant does

not provide such written confirmation and proof of insurance, Consultant shall not retain

such proposed subconsultant to perform any services under this Agreement.

13. Insurance.

(a) Consultant shall, at its sole expense and all times during the term of

this Agreement, maintain, and keep in full force and effect, the following policies of

insurance issued by insurers licensed to do business in the State of California with A.M.

Best ratings of no less than A-, or otherwise approved by the Authority’s Chief Financial

Officer (“CFO”):

(1) Broad-form commercial general liability with minimum limits

of $1,000,000 per occurrence for all covered losses and no less than $2,000,000

general aggregate.

(2) Automotive liability with minimum limits of $500,000 per

accident, combined single limit;

(3) Worker’s compensation on a state-approved policy form

providing statutory benefits as required by law.

(4) [Professional liability coverage is not required under this

Agreement.]

(b) Consultant shall endorse the general liability coverage required

herein to include as additional insureds Authority, its members, officers, employees,

agents, attorneys, representatives, consultants and volunteers, and the Los Angeles

County Metropolitan Transportation Authority (“MTA”), its members, officers, employees

and agents. Consultant shall require the same of all subcontractors or any other party

engaged by or on behalf of Consultant in relation to this Agreement.

automotive liability, and errors and omissions liability shall apply on a primary non-

contributing basis in relation to any other insurance or self-insurance available to

Authority.

(d) No coverage required herein shall prohibit Consultant, or

Consultant’s employees or agents, from waiving the right of subrogation prior to a loss.

Consultant shall waive its right of subrogation against Authority.

(e) All coverage types and limits required herein and deductibles are

subject to approval, modification and additional requirements by Authority, as the need

arises. Consultant shall not cancel, reduce or otherwise modify insurance coverages

required herein without Authority’s prior written approval. Authority reserves the right at

any time during the term of this Agreement to change the amounts and types of

insurance required by giving Consultant 90 days written notice of such change.

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(f) All insurance policies required herein shall provide that insurers

shall not cancel, reduce, or otherwise modify any coverage required herein without the

insurer giving Authority 30 day’s prior written notice. Consultant shall require the same

of all subcontractors or any other party engaged by or on behalf of Consultant in relation

to this Agreement.

(g) In the event any insurance policy required herein does not comply

with the requirements of this Section 13 or is canceled and not replaced, Authority has

the right, but not the duty, to obtain the insurance it deems necessary and available at a

reasonable cost, and any premium paid by Authority shall be promptly reimbursed by

Consultant or Authority may withhold monies due to Consultant sufficient to pay the

premium.

(h) Consultant shall provide evidence of the insurance required herein,

satisfactory to the CFO, consisting of certificates of insurance evidencing all of the

coverages required and an additional insured endorsement to Consultant’s general

liability policy, not less than one day prior to beginning of performance under this

Agreement. Consultant shall, upon Authority’s request, provide complete, certified

copies of any policies required herein, within ten days of such request. Any actual or

alleged failure of Authority or any additional insured to obtain proof of insurance

required under this Agreement shall in no way waive any right or remedy of Authority or

any additional insured.

(i) Consultant agrees to provide immediate notice to Authority of any

claim or loss against Consultant arising out of the performance of this Agreement.

Authority assumes no obligation or liability by such notice, but has the right (but not the

duty) to monitor the handling of such claim or claims if they are likely to involve

Authority.

(j) The insurance requirements set forth in this Section 13 are

intended to be separate and distinct from any other provision in this Agreement and are

intended to be interpreted as such.

14. Independent Contractor.

(a) Consultant is, and shall at all times remain as to Authority, a wholly

independent contractor. Consultant shall have no power to incur any debt, obligation, or

liability on behalf of Authority or otherwise act on behalf of Authority as an agent.

Neither Authority nor any of its agents shall have control over the conduct of Consultant

or any of Consultant’s employees, except as set forth in this Agreement.

(b) Consultant agrees to pay all required taxes on amounts paid to

Consultant under this Agreement, and to indemnify, defend, and hold Authority

harmless from any and all taxes, assessments, penalties, and interest asserted against

Authority by reason of the independent contractor relationship created by this

Agreement. In the event that Authority is audited by any Federal or State agency

regarding the independent contractor status of Consultant and the audit in any way fails

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to sustain the validity of a wholly independent contractor relationship between Authority

and Consultant, then Consultant agrees to reimburse Authority for all costs, including

accounting and attorney’s fees, arising out of such audit and any appeals relating

thereto.

regarding Consultant and Consultant’s employees. Consultant shall indemnify, defend,

and hold Authority harmless from any failure of Consultant to comply with applicable

workers’ compensation laws. Authority shall have the right to offset against the amount

of any fees due to Consultant under this Agreement any amount due to Authority from

Consultant as a result of Consultant’s failure to promptly pay to Authority any

reimbursement or indemnification arising under this Section 14.

15. Licensing and Taxes.

(a) Consultant shall, at its sole expense, obtain and maintain during the

term of this Agreement all necessary licenses, permits and certificates required by law

for the performance of the services under this Agreement.

(b) Consultant is liable for any and all taxes as a result of the

performance of the services under this Agreement.

16. Financial Condition. If requested, within 30 days of the first year

anniversary of the effective date of this Agreement, and each year thereafter throughout

the term of this Agreement, Consultant shall submit such financial information as may

be appropriate to establish to the satisfaction of the CFO that Consultant is in at least as

sound a financial position as Consultant was prior to executing this Agreement. The

CFO shall return all financial statements and documentation submitted by Consultant

after review and shall not retain said financial information.

17. Non-Discrimination and Equal Employment Opportunity.

(a) Consultant shall comply with the provisions of the California Fair

Employment and Housing Act (Cal. Gov. Code, § 12900 et seq.) and the applicable

regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 7285.0 et seq.).

(1) Consultant shall cause the foregoing Subsection (a) of this

Section 17 to be inserted in all agreements with subcontractors entered into as a result

of this Agreement, except agreements for standard commercial supplies or raw

materials.

18. NOT USED.

19. Compliance with Living Wage Policy. Consultant acknowledges having

received and reviewed a copy of Authority’s “Living Wage Policy,” Chapter 8 of Title III

of the Authority’s Administrative Code, incorporated herein by this reference, as though

fully set forth herein. Consultant’s violation of the Living Wage Policy shall entitle

Authority, at its option, to impose any of the following penalties:

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(a) For failure to pay the minimum wages and overtime required by the

Living Wage Policy, double back pay for all time worked during which the violation

continued.

(b) For failure to pay medical benefits required by the Living Wage

Policy, double the difference between the minimum wage required herein without

benefits and such minimum wages required herein with benefits, during the period of

the violation.

uncompensated time off as required by the Living Wage Policy, damages in an amount

equivalent to that employee’s wages for the time off requested and not received, or, at

the employee’s election, additional compensated time off in an amount equivalent to the

time off requested and not received.

(d) Termination of the contract.

(e) Other remedies as provided by law.

20. Compliance with Laws. In the performance of the services required under

this Agreement, Consultant shall abide by and conform with and to any and all

applicable laws of the United States and the State of California, and the Authority’s

codes and regulations.

21. Prompt Payment Clause.

(a) Consultant shall pay each subcontractor (if any) for the satisfactory

work performed under this Agreement, no later than ten calendar days from the receipt

of each payment Consultant receives from Authority. Consultant agrees further to

return retainage payments to each subcontractor within 30 calendar days after the

subcontractor’s work is satisfactorily completed.

(b) In accordance with Revised § 26.29 “Prompt Payment Provisions”

(Federal Register – dated June 16, 2003) Authority, at its discretion may elect to utilize

one of the following methods to comply with the prompt payment of retainage

requirement:

(1) Decline to hold retainage from Consultant and prohibit

Consultant from holding retainage from the subcontractor.

(2) Decline to hold retainage from Consultant and require a

contract clause obligating Consultant to make prompt and full payment of any retainage

kept by Consultant to the subcontractor within 30 days after the subcontractor’s work is

satisfactorily completed.

(3) Hold retainage from Consultant and provide for prompt and

regular incremental acceptances of portions of Consultant, pay retainage to prime

Consultant based on these acceptances, and require a contract clause obligating the

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Consultant to pay all retainage owed to the subcontractor for satisfactory completion of

the accepted work within 30 days after payment to Consultant.

Authority’s prior written approval shall constitute noncompliance, which may result in

appropriate administrative sanctions, including, but not limited to, a penalty of two

percent of the invoice amount due per month for every month that payment is not made.

(d) These prompt payment provisions must be incorporated in all

subcontractor agreements entered into as a result of this Agreement.

22. Business and Travel Expenses. The Authority shall not reimburse

business and travel expenses except as set forth in Exhibit C.

23. Accounting Requirements. Consultant and its subcontractors (if any) shall

establish and maintain an accounting system and records that properly accumulate and

segregate incurred Project costs and matching funds by line item for the Project, as may

be directed by Authority from time to time. The accounting system shall conform to the

Generally Accepted Accounting Principles (“GAAP”), enable the determination of

incurred costs at interim points of completion, and provide support for reimbursement

payment vouchers or invoices. In conducting an audit of the costs and match credits

claimed under these provisions, auditors shall rely to the maximum extent possible on

any prior audit of Consultant pursuant to the provisions of Federal and State laws. In

the absence of such a prior audit, any acceptable audit work performed by Consultant’s

external and internal auditors and/or Federal auditors shall be relied upon to the

maximum extent possible by any subsequent auditors when planning and conducting

additional audits.

24. Records Retention and Access to Records. For all purposes related to

Consultant’s and its subcontractor’s (if any) performance under this Agreement,

including but not limited to the purpose of determining compliance with Section 2500, et

seq. of Title 21 of the California Code of Regulations, when applicable, and other

matters connected with the performance of Consultant’s contracts with third parties

pursuant to California Government Code Section 8546.7, Consultant and its

subcontractors (if any) shall maintain all books, documents, papers, records, accounting

records and other evidence pertaining to the performance of this Agreement and such

third-party contracts, including but not limited to, the cost of administering the various

contracts. Consultant and its subcontractors (if any) shall maintain and make available

for inspection, excerpting and/or audit such materials at their respective offices at all

reasonable times during this Agreement period and for three years from the date of final

payment to Consultant and its subcontractors (if any) under this Agreement. Consultant

shall make such materials available and grant access to the following entities and their

respective designees: the Authority, the U.S. DOT, the California State Auditor, the

Federal Highway Administrator, the United States Controller General, the State of

California, and any duly authorized representative of the Federal Government. Copies

of such materials shall be furnished by Consultant if requested.

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25. Assignment. Consultant shall not assign or attempt to assign any portion

of this Agreement without the prior written approval of Authority. Consultant’s

assignment or attempt to assign any portion of this Agreement shall be void.

26. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of

any one or more of the conditions of performance under this Agreement shall not be a

waiver of any other condition of performance under this Agreement. In no event shall

the making by Authority of any payment to Consultant constitute or be construed as a

waiver by Authority of any breach of covenant, or any default which may then exist on

the part of Consultant, and the making of any such payment by Authority shall in no way

impair or prejudice any right or remedy available to Authority with regard to such breach

or default.

27. Termination. Authority may terminate this Agreement with or without

cause upon 15 days’ written notice to Consultant. The effective date of termination shall

be the date specified in the notice of termination, or, in the event no date is specified,

the 15th day following delivery of the notice. Upon notice of termination, Consultant

shall discontinue performing services under this Agreement. In the event of termination

by Authority, Consultant shall be paid full compensation for all services performed in

accordance with the terms this Agreement, in an amount equal to the amount of

services actually performed prior to the effective date of termination, based upon the

hourly rates, maximum fees and billing requirements set forth in Exhibit C. Consultant

shall not be paid for any terminated services and expenses performed subsequent to

the effective date of termination.

28. Suspension. Authority, may in writing, order Consultant to suspend all or

any part of the services under this Agreement for the convenience of Authority or for

work stoppages beyond the control of Authority and Consultant.

29. Exhibits. All exhibits referred to in this Agreement are incorporated herein

by this reference.

30. Integration. This Agreement and the all attached Exhibits shall constitute

the full and complete agreement of the parties and shall supersede any other written or

oral statements of either party. This Agreement may not be amended, nor any provision

or breach hereof waived, except in a writing signed by the parties which expressly refers

to this Agreement.

31. Arbitration. In the event of any dispute between the parties, the dispute

shall be submitted to binding arbitration. In the event the parties are unable to agree

upon an arbitrator, an arbitrator shall be selected through the American Arbitration

Association.

32. Attorney’s Fees. In the event that either party to this Agreement shall

commence any legal or equitable action or proceeding to enforce or interpret the

provisions of this Agreement, the prevailing party in such action or proceeding shall be

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entitled to recover its costs of suit, including reasonable attorney’s, expert witnesses’

and consultants’ fees, and costs on appeal.

33. Notices. Any notices, bills, invoices, or reports required by this Agreement

shall be deemed duly and properly received on: (i) the day of delivery if delivered by

hand during regular business hours or by facsimile before or during regular business

hours; or (ii) on the third business day following deposit in the United States mail,

postage prepaid, to the addresses set forth this Section 33, or to such other addresses

as the Authority and Consultant may designate in writing pursuant to the provisions of

this Section 33.

Authority:

Metro Gold Line Foothill Extension Construction Authority

406 East Huntington Drive, Suite 202

Monrovia, CA 91016

(626) 471-9050

(626) 471-9049 (facsimile)

ATTN: Habib F. Balian

Consultant:

[______]

ATTN: [________]

34. Representations and Warranties. Consultant represents, warrants,

covenants to Authority:

(a) Organization. Consultant is a duly organized limited liability

company, validly existing and in good standing under the laws of the state of California

and in every other state in which it conducts business.

(b) Authority. Consultant has all requisite licenses, permits,

certifications, power and authority to carry on its business as presently conducted, to

enter into this Agreement, and to perform the services under this Agreement. The

consummation of the transactions contemplated by this Agreement will not violate, nor

be in conflict with, any provisions of the charter, bylaws or governing documents of

Consultant, or any agreements or instrument to which Consultant is a party or by which

Consultant is bound, or any judgment, decree, order, statute, rule or regulation

applicable to Consultant.

Agreement by Consultant and the consummation of the transactions contemplated by

this Agreement have been duly and validly authorized.

(d) Binding Obligation. This Agreement has been duly executed and

delivered on behalf of Consultant, and all documents and instruments required

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hereunder to be executed and delivered by Consultant have likewise been duly

executed and delivered. This Agreement does, and such documents and instruments

will, constitute legal, valid and binding obligations of Consultant in accordance with their

terms.

35. Federal Requirements. Consultant, to the extent applicable to the

services provided pursuant to this Agreement, shall comply with all applicable Federal

regulations, policies, procedures and directives, including without limitation those of the

Federal Transportation Administration (“FTA”) and those listed in Exhibit F, as they may

be amended or promulgated from time to time during the term of this Agreement.

Consultant’s failure to so comply shall constitute a material breach of this Agreement.

36. Governing Law. This Agreement shall be interpreted, construed and

enforced in accordance with the laws of the State of California.

37. Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall be deemed to be the original, and all of which together

shall constitute one and the same instrument.

38. Agreement to Control. In the event of any inconsistency between the

provisions of this Agreement and Consultant’s proposal to the Authority, the provisions

of this Agreement shall control.

39. Entire Agreement. This Agreement represents the entire and integrated

agreement between Consultant and Authority, and supersedes all prior negotiations,

representations or agreements, either written or oral. This Agreement may be amended

only by a written instrument signed by Consultant and Authority, and approved by the

Agency Board of Directors. Amendments shall be signed by the CEO or the Chairman

of the Authority Board on behalf of Authority.

40. Severability. In the event any provision, section or subsection of this

Agreement is declared or determined to unlawful, invalid, or unconstitutional, such

declaration shall not affect, in any manner, the legality of the remaining provisions,

sections and subsections of this Agreement.

41. Time is of the Essence. Time is hereby expressly declared to be of the

essence of this Agreement and of each and every provision hereof; and each and every

provision hereof is hereby declared to be and made a material, essential and necessary

part of this Agreement.

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Metro Gold Line Foothill Extension 14 RFP C1174 Event Planning

Construction Authority and Production Services

IN WITNESS WHEREOF, the parties have executed this Event Planning and

Production Services Agreement effective as of the date first written above.

“Authority”

METRO GOLD LINE FOOTHILL EXTENSION

CONSTRUCTION AUTHORITY

By:

Habib F. Balian

Chief Executive Officer

“Consultant”

[___________]

By:

[NAME]

[TITLE]

AUTHORITY INTERNAL USE ONLY – NOT PART OF CONTRACT

Chief Contracting Officer _____

Chief Financial Officer _____

EXHIBIT A

SCOPE OF WORK

[Insert from Request for Proposals]

EXHIBIT B

NOT USED

C-1

EXHIBIT C

COMPENSATION

Hourly rates and charges are inclusive of all expenses, overhead, profit, managerial

support, etc.

[Insert from Proposal]

Exceptions: Notwithstanding anything else in the agreement to the contrary:

(a) Mail. Authority shall reimburse for the cost of overnight mail or messenger

services when requested or approved by Authority prior to use.

(b) Other Expenses. Authority shall only reimburse business, travel or other

expenses on an exceptional basis when Authority agrees in writing before

such expenses are incurred. If Authority so agrees, Authority’s agreement

shall be interpreted narrowly to apply only to those expenses specifically

identified, and only for the amounts specifically stated or less.

EXHIBIT D

SUBCONTRACTORS

[Insert from Proposal]

EXHIBIT E

NOT USED

EXHIBIT F

FEDERAL REQUIREMENTS

Consultant shall at all times comply with all applicable FTA regulations, policies,

procedures and directives, including, without limitation, those set forth below.

1. Incorporation of FTA Terms: The following provisions include, in part,

certain Standard Terms and Conditions required by the U.S. DOT, whether or not

expressly set forth in the following provisions. All contractual provisions required by the

U.S. DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference.

Notwithstanding anything to the contrary herein, all FTA mandated terms shall be

deemed to control in the event of a conflict with other provisions contained in this

Agreement. Consultant shall at all times comply with all applicable FTA regulations,

policies, procedures and directives, including without limitation, those listed directly or

by reference in this Agreement, as they may be amended or promulgated from time to

time during the term of this Agreement. Consultant shall not perform any act, fail to

perform any act, or refuse to comply with any Authority requests, which would cause

Authority to be in violation of FTA terms and conditions. Consultant’s failure to so

comply shall constitute a material breach of this Agreement.

2. Energy Conservation: Consultant shall comply with mandatory standards

and policies relating to energy efficiency contained in the state energy conservation plan

issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6201 et

seq.).

3. No Government Obligation to Third Parties: Authority and Consultant

acknowledge and agree that, notwithstanding any concurrence by the Federal

Government in or approval of the solicitation or award of the underlying contract, absent

the express written consent by the Federal Government, the Federal Government is not

a party to this Agreement and shall not be subject to any obligations or liabilities to

Authority, Consultant, or any other party (whether or not a party to this Agreement)

pertaining to any matter resulting from this Agreement. Consultant shall include the

above clause in each subconsultant agreement financed in whole or in part with Federal

assistance provided by the FTA. It is further agreed that the clause shall not be

modified, except to identify the subconsultant subject to this clause.

4. Program Fraud and False or Fraudulent Statements or Related Acts:

a. Consultant acknowledges that the provisions of the Program Fraud

Civil Remedies Act of 1986, as amended (31 U.S.C. § 3801 et seq.) and the U.S. DOT

regulations (49 C.F.R. Part 31), apply to Consultant’s actions pertaining to this Project.

Upon execution of the this Agreement, Consultant certifies or affirms the truthfulness

and accuracy of any statement it has made, it makes, it may make, or causes to be

made, pertaining to this Agreement or the FTA assisted project for which the work is

being performed under this Agreement. In addition to other penalties that may be

applicable, Consultant further acknowledges that if it makes, or causes to be made, a

false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal

Government reserves the right to impose the penalties of the Program Fraud Civil

Remedies Act of 1986 on Consultant to the extent the Federal Government deems

appropriate.

b. Consultant also acknowledges that if it makes, or causes to be

made, a false, fictitious, or fraudulent claim, statement, submission, or certification to

the Federal Government under a contract connected with a project that is financed in

whole or in part with Federal assistance originally awarded by the FTA under the

authority of 49 U.S.C. § 5307, the Government reserves the right to impose the

penalties of 18 U.S.C. § 1001 on Consultant, to the extent the Federal Government

deems appropriate.

c. Consultant shall include the above clauses in each subconsultant

agreement financed in whole or in part with Federal assistance provided by the FTA.

Consultant shall not modify the above clauses, except to identify the subconsultant who

will be subject to the provisions.

5. Civil Rights:

a. Nondiscrimination – In accordance with Title VI of the Civil Rights

Act of 1964, as amended (42 U.S.C. § 2000d et seq.), 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 (“ADA”), as amended (42 U.S.C. § 12132), and

the Federal Transit Law at 49 U.S.C. § 5332, Consultant shall not discriminate against

any employee or applicant for employment because of race, color, creed, sex, disability,

age, or national origin. In addition, Consultant shall comply with applicable Federal

implementing regulations and other implementing requirements the FTA may issue.

b. Race, Color, Creed, National Origin, Sex – In accordance with Title

VII of the Civil Rights Act of 1964, as amended (42 U.S.C. § 2000e et seq.), and the

Federal Transit Laws at 49 U.S.C. § 5332, Consultant shall comply with all applicable

equal employment opportunity requirements of the U.S. Department of Labor

regulations (41 C.F.R. Chapter 60), which implement 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 policies that may in the future affect construction activities undertaken

in the course of the Project. Consultant shall take affirmative action to ensure that

applicants are employed, and that employees are treated during employment, without

regard to their race, color, creed, national origin, sex, or age. Such action shall include,

but not be limited to, the following: employment, upgrading, demotion or transfer,

recruitment or recruitment advertising, layoff or termination; rates of pay or other forms

of compensation; and selection for training, including apprenticeship. In addition,

Consultant shall comply with any other implementing requirements the FTA may issue.

c. Age – In accordance with section 4 of the Age Discrimination in

Employment Act of 1967, as amended (29 U.S.C. § 623) and the Federal Transit Law at

49 U.S.C. § 5332, Consultant shall refrain from discrimination against present and

prospective employees for reason of age. In addition, Consultant shall comply with any

other implementing requirements the FTA may issue.

d. Disabilities – In accordance with section 102 of the ADA, as

amended (42 U.S.C. § 12112), Consultant shall comply with the requirements of the

U.S. Equal Employment Opportunity Commission regulations (29 C.F.R. Part 1630),

pertaining to employment of persons with disabilities. In addition, Consultant shall

comply with any other implementing requirements the FTA may issue.

e. Consultant shall include these requirements in each subconsultant

agreement financed in whole or in part with Federal assistance provided by the FTA,

modified only if necessary to identify the affected parties.

6. Conformance With National Intelligent Transportation Systems (ITS)

Architecture: To the extent applicable, the contactor agrees to conform to the National

ITS Architecture and Standards as required by Section 5206(e) of the Transportation

Equity Act for the 21st Century (23 U.S.C. § 502 note), and comply with FTA Notice,

"Federal Transit Administration National ITS Architecture Policy on Transit Projects" (66

Fed. Reg. 1455-01 (January 8, 2001)), and other Federal requirements that may be

issued.

7. Debarment and Suspension: This contract is a covered transaction for

purposes of 49 C.F.R. Part 29. As such, Consultant is required to verify that none of

Consultant's principals, as defined at 49 C.F.R. § 29.995, or affiliates, as defined at 49

C.F.R. § 29.905, are excluded or disqualified as defined at 49 C.F.R. §§ 29.940 and

29.945. Consultant is required to comply with 49 C.F.R. § 29, Subpart C and must

include the requirement to comply with 49 C.F.R. § 29, Subpart C in any subconsultant

agreement it enters into as a result of this Agreement. By signing this Agreement,

Consultant certifies as follows:

The certification in this clause is a material representation of fact relied

upon by Authority. If it is later determined that Consultant knowingly

rendered an erroneous certification, in addition to remedies available to

Authority, the Federal Government may pursue available remedies,

including but not limited to suspension and/or debarment. Consultant

agrees to comply with the requirements of 49 C.F.R. § 29, Subpart C while

this offer is valid and throughout the period of any contract that may arise

from this offer. Consultant further agrees to include a provision requiring

such compliance in its subcontracts.

8. Clean Water: Consultant shall comply with all applicable standards, orders

or regulations issued pursuant to the Federal Water Pollution Control Act, as amended

(33 U.S.C. § 1251 et seq.). Consultant shall report each violation to Authority.

Consultant acknowledges and agrees that Authority shall, in turn, report each violation

as required to assure notification to the FTA and the appropriate United States

Environmental Protection Agency (“EPA”) regional office. Consultant shall also

incorporate these requirements in all subconsultant agreements entered into as a result

of this Agreement exceeding One Hundred Thousand Dollars ($100,000) financed in

whole or in part with Federal assistance provided by the FTA.

9. Clean Air: Consultant shall comply with all applicable standards, orders or

regulations issued pursuant to the Clean Air Act (“CAA”), as amended (42 U.S.C. §

7401 et seq.). Consultant shall report each violation to Authority and acknowledges and

agrees that Authority shall, in turn, report each violation as required to assure

notification to the FTA and the appropriate EPA regional office. Consultant shall also

incorporate these requirements in all subconsultant agreements entered into as a result

of this Agreement exceeding One Hundred Thousand Dollars ($100,000) financed in

whole or in part with Federal assistance provided by the FTA.

10. Lobbying: Pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. §

1352), as amended by the Lobbying Disclosure Act of 1995 (Pub. L. 104-65; 2 U.S.C. §

1601 et seq.), Consultants who apply or bid for an award of One Hundred Thousand

Dollars ($100,000) or more shall file the certification and disclosure form required under

49 C.F.R. Part 20 (Restrictions Upon Lobbying). Subconsultant(s) shall certify to

Consultant and Consultant shall certify to Authority that no 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 agency, a Member of Congress, officer or employee of

Congress, or an employee of a Member of Congress in connection with the awarding of

any Federal contract, the making of any Federal grant, the making of any Federal loan,

the entering into of any cooperative agreement, and the extension, continuation,

renewal, amendment, or modification of any Federal contract, grant, loan, or

cooperative agreement. Consultant shall also incorporate these requirements in all

subconsultant agreements entered into as a result of this Agreement.

11. Access to Records and Reports:

a. Consultant agrees to provide the Authority, the FTA Administrator,

the Comptroller General of the United States or any of their authorized representatives

access to any books, documents, papers and records of the Consultant which are

directly pertinent to this agreement for the purposes of making audits, examinations,

excerpts and transcriptions. As reasonably may be required, Consultant shall, pursuant

to 49 C.F.R. § 633.15, provide the FTA Administrator or his or her designee and the

Project Management Oversight (“PMO”) contractor access to Consultant’s records and

construction sites pertaining to a major capital project, defined at 49 U.S.C. §

5302(a)(1), that is receiving Federal funds through the programs described at 49 U.S.C.

§§ 5307, 5309 or 5311.

b. Consultant shall permit the FTA Administrator and the PMO

contractor to reproduce Consultant’s records or to copy excerpts and transcriptions as

reasonably needed.

c. Consultant shall maintain all records required under this Section 11

for a period of not less than three (3) years after the date of termination or expiration of

this Agreement, except in the event of litigation or settlement of claims arising from the

performance of this Agreement, in which case Consultant agrees to maintain same until

Authority, the FTA Administrator, or any of their duly authorized representatives, have

disposed of all such litigation, appeals, claims or exceptions related thereto.

12. Fly America: Consultant shall comply with the Fly America Act (49 U.S.C.

§ 40118) in accordance with the General Services Administration’s regulations at 41

C.F.R. Part 301-10, which provide that recipients and sub recipients of Federal funds

and their contractors are required to use U.S. Flag air carriers for U.S. Government-

financed international air travel and transportation of their personal effects or property,

to the extent such service is available, unless travel by foreign air carrier is a matter of

necessity, as defined by the Fly America Act. Consultant shall submit, if a foreign air

carrier was used, an appropriate certification or memorandum adequately explaining

why service by a U.S. flag air carrier was not available or why it was necessary to use a

foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly

America requirements. Consultant shall also incorporate these requirements in all

subconsultant agreements entered into as a result of this Agreement that may involve

international air transportation.

13. Drug Free Workplace: Consultant shall comply with the Drug-Free

Workplace Act of 1988 (41 U.S.C. § 701 et seq.).

14. Interest of Members of or Delegates to Congress: In accordance with 18

U.S.C. § 431, no member of, or delegate to, the Congress of the United States shall be

admitted to any share or part of this Agreement or to any benefit arising there from.

15. Environmental Protection: Consultant shall comply with all applicable

requirements of the National Environmental Policy Act of 1969, as amended (42 U.S.C.

§ 4321 et seq.) consistent with Executive Order No. 11514 ("Protection and

Enhancement of Environmental Quality"), as amended (42 U.S.C. § 4321 note).

16. Access Requirements For Persons With Disabilities: Consultant shall

comply with the requirements of 49 U.S.C. § 5301(d) which expresses the Federal

policy that the elderly and persons with disabilities have the same right as other persons

to use mass transportation service and facilities, and that special efforts shall be made

in planning and designing those services and facilities to implement those policies.

Consultant shall also comply with all applicable requirements of section 504 of the

Rehabilitation Act of 1973, as amended (29 U.S.C. § 794) which prohibits discrimination

on the basis of handicaps, with the ADA, as amended (42 U.S.C. § 12101 et seq.),

which requires the provision of accessible facilities and services, and with the following

Federal regulations, including any amendments thereto:

a. U.S. DOT regulations, “Transportation Services for Individuals with

Disabilities (ADA)” (49 C.F.R. Part 37);

b. U.S. DOT regulations, “Nondiscrimination on the Basis of Disability

in Programs and Activities Receiving Federal Financial Assistance” (49 C.F.R. Part 27);

c. U.S. DOT regulations, “Participation by Disadvantaged Business

Enterprises in Department of Transportation Financial Assistance Programs” (49 C.F.R.

Part 26);

d. U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability

in State and Local Government Services” (28 C.F.R. Part 35);

e. FTA regulations, “Transportation for Elderly and Handicapped

Persons” (49 C.F.R. Part 609); and

f. Any implementing requirements the FTA may issue.

17. Contract Work Hours and Safety Standards:

a. Overtime Requirements. No contractor or subcontractor

contracting for any part of the contract work which may require or involve the

employment of laborers or mechanics shall require or permit any such laborer or

mechanic in any workweek in which he or she is employed on such work to work in

excess of forty hours in such workweek unless such laborer or mechanic receives

compensation at a rate not less than one and one-half times the basic rate of pay for all

hours worked in excess of forty hours in such workweek.

b. Violation; Liability For Unpaid Wages; Liquidated Damages. In the

event of any violation of the clause set forth in paragraph (a) of this section the

contractor and any subcontractor responsible therefore shall be liable for the unpaid

wages. In addition, such contractor and subcontractor shall be liable to the United

States (in the case of work done under contract for the District of Columbia or a territory,

to such District or to such territory), for liquidated damages. Such liquidated damages

shall be computed with respect to each individual laborer or mechanic, including

watchmen and guards, employed in violation of the clause set forth in paragraph (a) of

this section, in the sum of $10 for each calendar day on which such individual was

required or permitted to work in excess of the standard workweek of forty hours without

payment of the overtime wages required by the clause set forth in paragraph (a) of this

section.

c. Withholding For Unpaid Wages And Liquidated Damages. The

(write in the name of the Federal agency or the loan or grant recipient) shall upon its

own action or upon written request of an authorized representative of the Department of

Labor withhold or cause to be withheld, from any moneys payable on account of work

performed by the contractor or subcontractor under any such contract or any other

Federal contract with the same prime contractor, or any other federally-assisted contract

subject to the Contract Work Hours and Safety Standards Act, which is held by the

same prime contractor, such sums as may be determined to be necessary to satisfy any

liabilities of such contractor or subcontractor for unpaid wages and liquidated damages

as provided in the clause set forth in paragraph (b) of this section.

d. Subcontracts. The contractor or subcontractor shall insert in any

subcontracts the clauses set forth in paragraphs (a) through (d) of this section and also

a clause requiring the subcontractors to include these clauses in any lower tier

subcontracts. The prime contractor shall be responsible for compliance by any

subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)

through (d) of this section.