HomeMy WebLinkAboutAgreement_Applied Earthworks.pdf1 CONSUL TANT AGREEMENT 2 THIS AGREEMENT for specialized professional Environmental Consultant Services, 3 ~ereinafter referred to as the "AGREEMENT," is made and entered into this&~day of 4 \~ 2021, by and between the COUNTY OF FRESNO, a political subdivision of 5 the State of California, hereinafter referred to as the "C_OUNTY"; and Applied Earthworks, 6 Inc., a California Corporation, whose address is 1391 W. Shaw Avenue, Suite C, Fresno 7 CA 93711, hereinafter referred to as the "CONSUL TANT". 8 WITNESS ETH 9 WHEREAS, the COUNTY desires to retain the CONSULTANT to provide on-call 10 specialized professional environmental consulting services to assist COUNTY in complying 11 with federal and state environmental laws, regulations and guidelines as necessary for 12 road, bridge, landfill and capital improvement projects (hereinafter referred to as 13 "PROJECT(S)" proposed by the COUNTY; and 14 WHEREAS, said CONSULTANT has been selected in accordance with the 15 COUNTY'S Ordinance Code Chapter 4.10 governing the selection of architects, engineers, 16 and other professionals, and in accordance with Chapter 10 of the Local Assistance 17 Procedures Manual (LAPM) issued by the California Department of Transportation 18 (CAL TRANS), to provide the environmental consulting services necessary for the 19 PROJECTS; and 20 WHEREAS, the individual listed below 21 Erin Haagensen, Senior Staff Analyst 22 2220 Tulare Street, 6th Floor, Fresno, CA 93721 23 559-600-9908 24 ehaagenson@fresnocountyca.gov 25 is designated as the CONTRACT ADMINISTRATOR for the AGREEMENT on behalf of the 26 COUNTY, and shall remain so unless the CONSULTANT is otherwise notified in writing by 27 the COUNTY'S Director of Public Works and Planning or his/her designee (hereinafter 28 referred to as "the DIRECTOR"); and COUNTY OF FRESNO Fresno, California 12/29/20 1
1 WHEREAS, the individual listed below 2 Diana Dyste, Principal Investigator 3 1391 W. Shaw Avenue, Suite C 4 Fresno, CA 93711 5 (559) 229-1856 6 ddyste@appliedearthworks.com 7 is designated as the CONSULTANT'S PROJECT MANAGER for the AGREEMENT, and 8 shall remain so unless the CONSUL TANT requests and the DIRECTOR approves, in g writing, a change of the CONSULTANT'S PROJECT MANAGER, for which approval will 10 not be unreasonably withheld; and 11 WHEREAS, said AGREEMENT is subject to 49 Code of Federal Regulations 12 (hereinafter referred to as "49 CFR"), Part 26 Participation by Disadvantaged Business 13 Enterprises in Department of Transportation Financial Assistance Programs, 14 Disadvantaged Business Enterprise programs established by other federal agencies and/or 15 the COUNTY'S Disadvantaged Business Enterprise Program (all of which hereinafter are 16 referred to as "DBE PROGRAM(S)"), 17 NOW, THEREFORE, in consideration of the promises and covenants set forth 18 herein, the above-named parties agree as follows: 19 I. GENERAL PROVISIONS 20 A. The COUNTY hereby contracts with the CONSULTANT as an independent 21 contractor to provide all environmental consultant services required for the PROJECT(S). 22 Said services are described generally in Article II and more specifically enumerated in 23 Article Ill herein. 24 B. The CONSULTANT'S services shall be performed as in a manner consistent 25 with professional skill and the orderly progress of the work, based on schedules for each 26 specific PROJECT as mutually agreed upon in advance by the COUNTY'S CONTRACT 27 ADMINISTRATOR and the CONSUL TANT. 28 COUNTY OF FRESNO Fresno, California 12129/20 C. The CONSULTANT'S PROJECT team staff shall be as listed in Exhibit A, 2
1 attached hereto and incorporated herein. Any substitutions of personnel must be approved 2 in advance by the COUNTY'S CONTRACT ADMINISTRATOR, which approval shall not be 3 unreasonably withheld. The CONSULTANT shall notify the COUNTY'S CONTRACT 4 ADMINISTRATOR of the names and classifications of employees assigned to each specific 5 PROJECT and shall not reassign such employees to other PROJECTS of the 6 CONSUL TANT without notification to and prior approval by the COUNTY'S CONTRACT 7 ADMINISTRATOR. 8 D. The CONSUL TANT may retain, as subconsultants, specialists as the 9 CONSUL TANT requires to assist in completing the work. All subconsultants used by the 10 CONSULTANT shall be approved in writing by the COUNTY'S CONTRACT 11 ADMINISTRATOR before they are retained by the CONSULTANT, which approval shall no 12 be unreasonably withheld. The subconsultants listed in Exhibit B, attached hereto and 13 incorporated herein, shall be considered as approved by the COUNTY'S CONTRACT 14 ADMINISTRATOR. Should the CONSULTANT retain any subconsultants, the maximum 15 amount of compensation to be paid to the CONSUL TANT under Article VI below shall not 16 be increased. Any additional compensation to be paid to the CONSUL TANT for such 17 subconsultants' work shall be limited to administrative time as defined in the fee proposal. 18 Additional fees other than those defined in the fee proposal shall not be reimbursed. 19 E. The CONSULTANT and affiliated subconsultants shall not submit bids, or 20 sub-bids, for the contract construction phase of the PROJECT assigned to the 21 CONSUL TANT. The CONSUL TANT and its subconsultants, and all other service providers, 22 shall not provide any PROJECT..:related services for, or receive any PROJECT-related 23 compensation from any construction contractor (hereinafter referred to as the 24 "CONTRACTOR"), subcontractor or service provider awarded a construction contract for all 25 or any portion of the PROJECT(S) for which the CONSUL TANT provides services 26 hereunder. The CONSUL TANT and its subconsultants, and all other service providers, 27 may provide services for, and receive compensation from a CONTRACTOR who has been 28 awarded a construction contract for all or any portion of the PROJECT(S) provided that any COUNTY OF FRESNO Fresno, California 12/29/20 3
1 such services which are rendered, and any compensation which is received therefor, 2 relates to work outside the scope of the AGREEMENT and does not pose a conflict of 3 interest. 4 F. Any subcontract in excess of $25,000 entered into as a result of this 5 AGREEMENT, shall contain all the provisions stipulated in the AGREEMENT to be 6 applicable to subcontractors. 7 G. The CONSUL TANT is responsible for being fully informed regarding the 8 requirements of 49 CFR, Part 26 and the California Department of Transportation's g (CAL TRANS) Disadvantaged Business Enterprise program developed pursuant to the 10 regulations, as detailed in Exhibit C, attached hereto and incorporated herein. 11 II. DESCRIPTION OF THE WORK COVERED BY THE AGREEMENT 12 A. The work to be performed by the CONSULTANT under the AGREEMENT 13 includes on-call professional services under Article Ill for various PROJECTS, including but 14 not limited to, technical services related to biological, cultural, visual, farmland, water 15 quality, hazardous waste, noise, revegetation plans, focused plant or animal surveys, 16 habitat assessment, wetland delineation, and other studies. 17 B. The CONSUL TANT agrees to provide the professional services that are 18 necessary for each PROJECT when expressly authorized in writing by the COUNTY'S 19 CONTRACT ADMINISTRATOR. Such work by the CONSULTANT shall not begin until the 20 CONSUL TANT has received, from the COUNTY'S CONTRACT ADMINISTRATOR, a 21 written Notice to Proceed as to a specific Task Order, authorizing the necessary service, 22 agreed upon fee, and scope of work. 23 111. CONSULTANT'S SERVICES 24 The CONSUL TANT shall submit proposals in response to requests issued by the 25 COUNTY'S CONTRACT ADMINISTRATOR on a project-by-project basis. The 26 CONSULTANT'S proposal at a minimum shall include, but not be limited to, staff 27 qualifications, proposed method and schedule for completing the task(s), completed federal 28 forms and a sealed cost proposal. The CONSUL TANT agrees that each professional or COUNTY OF FRESNO Fresno, California 12/29/20 4
1 other individual performing work on any such PROJECT(S) shall be adequately trained to 2 perform the work and shall possess the proper license, certification or registration as 3 required by law or by accepted standards of the applicable profession. The CONSUL TANT 4 agrees to provide the professional services that are necessary to complete the following 5 tasks when expressly authorized in writing by the COUNTY'S CONTRACT 6 ADMINISTRATOR: 7 8 A. 1. Technical Reports: The CONSUL TANT shall ascertain the requirements for Technical Reports 9 through communications with the COUNTY'S CONTRACT ADMINISTRATOR and 10 CAL TRANS and a review of existing information on the PROJECT(S). 11 2. The CONSUL TANT shall prepare and submit technical reports to the 12 COUNTY'S CONTRACT ADMINISTRATOR for each assigned PROJECT. Technical 13 reports shall be prepared in accordance with the appropriate format required by local, state 14 and federal laws, regulations and guidelines. 15 3. The CONSUL TANT shall ascertain any requirements, unforeseen criteria, or 16 issues for the PROJECT(S) that may be unknown to the COUNTY'S CONTRACT 17 ADMINISTRATOR and communicate these requirements, criteria, or issues to the 18 COUNTY'S CONTRACT ADMINISTRATOR. 19 4. The CONSUL TANT shall prepare each environmental technical report for 20 federally funded PROJECT(S) in accordance with the latest provisions of the Standard 21 Environmental Reference published by CAL TRANS and/or all other applicable local, state 22 and federal regulations and guidance to the full extent that any provisions thereof related or 23 have applicability to such PROJECT(S). The required technical reports for the PROJECTS 24 will be determined by the Preliminary Environmental Study form for CAL TRANS Local 25 Assistance, the COUNTY'S California Environmental Quality Act (CEQA) process or 26 Federal cross cutter forms for State Revolving Fund projects. 27 5. The CONSUL TANT shall assist the COUNTY in determining all permits that 28 may be required for the PROJECT and shall prepare all necessary permits for the COUNTY OF FRESNO Fresno, California 12/29/20 5
1 COUNTY submittal to outside agencies. 2 6. When requested by the COUNTY'S CONTRACT ADMINISTRATOR, the 3 CONSUL TANT shall attend meetings with the COUNTY, federal, state and/or local 4 representatives to discuss and review the technical report. The CONSULTANT shall 5 prepare brief minutes of meetings attended and promptly submit the minutes to the 6 COUNTY'S CONTRACT ADMINISTRATOR within seven (7) days. 7 7. The CONSUL TANT shall submit each technical report to the COUNTY'S 8 CONTRACT ADMINISTRATOR for transmittal to other appropriate agencies for their g review and approval. The CONSUL TANT shall revise and resubmit each technical report 10 as necessary until approved by all appropriate agencies. Standard submittal shall be two 11 (2) reproducible copies and one (1) electronic copy of each technical report. The 12 CONSUL TANT shall verify compatible format and quantity prior to final delivery. 13 8. The CONSUL TANT shall prepare technical studies and estimates on 8 ½" by 14 11" pages, provide hard copy and electronic format as standard submittal; and prepare 15 documents in Microsoft Word 2010 version or later, Microsoft Excel 2010 version or later, 16 or Adobe 9.0 or later, ARC GIS or other mutually agreed upon format. Such submittals 17 shall be sent via email and furnished on compact disc (CD). The CONSUL TANT shall verify 18 compatible format and quantity prior to final delivery. 19 20 8. 1. CEQA Documents: The CONSUL TANT shall prepare CEQA documents, including but not limited 21 to an Initial Study, Mitigated Negative Declaration, Negative Declaration and Environmental 22 Impact Report, to complete CEQA review in accordance with CEQA Guidelines. The CEQA 23 phase includes, but is not limited to, data compilation and review, impact assessment and 24 determination, documentation preparation, development of mitigation measures, response 25 to comments, as well as project management and public meeting attendance. 26 2. The CONSUL TANT shall ascertain any requirements, unforeseen criteria, or 27 issues for the PROJECT(S) that may be unknown to the COUNTY'S CONTRACT 28 ADMINISTRATOR and communicate these requirements, criteria, or issues to the COUNTY OF FRESNO Fresno, California 12/29/20 6
1 COUNTY'S CONTRACT ADMINISTRATOR. 2 3. The CONSUL TANT shall assist the COUNTY in determining all permits that 3 may be required for the PROJECT and shall prepare all necessary permits for the 4 COUNTY submittal to outside agencies. 5 C. Design Plans, Technical Specifications and Construction Estimate for 6 Revegetation and Landscaping Projects: 7 1. The CONSUL TANT shall ascertain the requirements the PROJECT(S) 8 through meetings with COUNTY'S CONTRACT ADMINISTRATOR and a review of an 9 existing schematic layout of PROJECT(S). 10 2. The CONSUL TANT shall ascertain any requirements, unforeseen criteria, or 11 issues for the PROJECT(S) that may be unknown to the COUNTY'S CONTRACT 12 ADMINISTRATOR and communicate these requirements, criteria, or issues to the 13 COUNTY'S CONTRACT ADMINISTRATOR. 14 15 3. 4. The CONSUL TANT shall provide surveying, if needed, for the PROJECT(S). The CONSUL TANT shall design the PROJECT(S) to conform to 16 requirements of the reviewing agencies having jurisdiction over the PROJECT(S). 17 5. The CONSUL TANT shall design the PROJECT(S) to include mitigation 18 measures included in the environmental document. 19 6. The CONSULTANT shall monitor and keep the COUNTY'S CONTRACT 20 ADMINISTRATOR informed regarding the impact of design issues on the PROJECT 21 budget. Upon the written request of the COUNTY'S CONTRACT ADMINISTRATOR, the 22 CONSUL TANT shall incorporate into the design, such reasonable design and operational 23 changes as the COUNTY'S CONTRACT ADMINISTRATOR deems appropriate as a result 24 of the COUNTY'S review processes and impact on each PROJECT budget or estimate. 25 7. The CONSUL TANT shall assist the COUNTY in determining all permits that 26 may be required for the PROJECT and shall prepare all necessary permits for the 21 COUNTY submittal to outside agencies. 28 IV. OBLIGATIONS OF COUNTY COUNTY OF FRESNO Fresno, California 12/29/20 7
1 2 The COUNTY will: A. Issue Task Orders on a project-by-project basis. Task Orders will, at a 3 minimum, include a scope of work, location, and schedule for the PROJECT. 4 5 B. C. Compensate the CONSUL TANT as provided in the AGREEMENT. Provide a COUNTY'S CONTRACT ADMINISTRATOR to serve as a 6 representative of the COUNTY who will coordinate and communicate with the 7 CONSUL TANT, to the extent appropriate, to facilitate the CONSULTANT'S performance of 8 its obligations in accordance with the provisions of the AGREEMENT. 9 10 D. E. Provide basic plan sheet layouts as required. Examine documents submitted to the COUNTY by the CONSULTANT and 11 timely render decisions pertaining thereto. 12 13 F. G. Provide aerial photographs as required. Provide copies of any available existing as-built plans and right-of-way 14 drawings from the COUNTY'S files. 15 H. Provide mailing lists and labels for notification of property owners upon the 16 CONSULTANT'S request. 17 I. Provide preliminary engineering survey data on existing structures and 18 topographic mapping in AutoCAD Civil 3D, version 2013 or later, format to the 19 CONSUL TANT, if available. 20 J. Prepare all legal descriptions and drawings required for right-of-way 21 acquisition and/or temporary construction permits. 22 K. Provide limited assistance to CONSUL TANT as may be appropriate in 23 connection with CONSULTANT'S processing of required permits. 24 L. Give reasonably prompt consideration to all matters submitted for approval by 25 the CONSULTANT to the end that there will be no substantial delays in the 26 CONSULTANT'S program of work. An approval, authorization or request to the 27 CONSUL TANT given by the COUNTY will be binding upon the COUNTY under the terms 28 of the AGREEMENT only if it is made in writing and signed on behalf of the COUNTY by COUNTY OF FRESNO Fresno, California 12/29/20 8
1 the COUNTY'S CONTRACT ADMINISTRATOR. 2 V. TERM OF AGREEMENT/ PERFORMANCE PERIOD 3 A. The term of this AGREEMENT shall be for a period of three (3) years, 4 commencing upon execution by the COUNTY, through and including the third anniversary 5 of the execution date. This AGREEMENT may be extended for two additional one-year 6 periods, upon written approval of the DIRECTOR and the CONSUL TANT prior to the 7 expiration of the AGREEMENT. The DIRECTOR or his designee is authorized to execute 8 such written approval on behalf of COUNTY based on CONSULTANT'S satisfactory 9 performance. The CONSUL TANT shall commence work promptly after receipt of a notice 10 to proceed issued by the COUNTY'S CONTRACT ADMINISTRATOR. 11 B. The CONSUL TANT is advised and hereby acknowledges its understanding 12 that any recommendation for award is not binding on the COUNTY until the AGREEMENT 13 is fully executed following its approval by the COUNTY'S Board of Supervisors. 14 VI. ALLOWABLE COSTS AND PAYMENTS UNDER THIS AND OTHER RELATED ON-15 CALL ENVIRONMENTAL SERVICES CONSUL TANT AGREEMENTS 16 A. Maximum Cumulative Amount Available for Payment Under This 17 AGREEMENT and the Other Related Environmental Services Consultant Agreements: 18 1. COUNTY has or will enter into eight (8) separate agreements, including this 19 AGREEMENT, for performance of the Scope of Services identified in Article Ill 20 hereinabove. The other Agreements are to be entered into by COUNTY with the other 21 seven (7) consultant firms listed, together with CONSUL TANT, on the list of environmental 22 consultant firms attached hereto as Attachment 1. The total amount payable by COUNTY 23 for all the Agreements combined shall not exceed a cumulative maximum total value of 24 Two Million Dollars ($2,000,000) ("NTE Sum"). 25 2. It is understood and agreed that there is no guarantee, either expressed or 26 implied, that this cumulative maximum total dollar amount of Two Million Dollars 27 ($2,000,000) will be authorized under the Environmental Services Consultant Agreements 28 through Task Orders. It is further understood and agreed that there is no guarantee, either COUNTY OF FRESNO Fresno, California 12/29/20 9
1 expressed or implied, that any Task Order will be assigned to CONSUL TANT or that 2 CONSUL TANT will receive any payment whatsoever, under the terms of this 3 AGREEMENT. Each time a Task Order is awarded under any of the Agreements, the 4 COUNTY shall send written notification to CONSUL TANT and each of the other 5 consultants that entered into the Agreements. Each such notice shall identify the 6 cumulative total of funds allocated under all Task Orders issued hereunder as of that date, 7 and the remaining unencumbered amount of the NTE Sum. CONSULTANT acknowledges 8 and agrees that COUNTY shall not pay any amount under this AGREEMENT that would 9 exceed the NTE Sum, and CONSUL TANT shall not enter into a Task Order that exceeds 1 o the NTE Sum. 11 12 B. 1. Total Fee: Subject to and consistent with the provisions of the immediately preceding 13 Article VI, Section A, the Total Fee for the services required under this AGREEMENT, shall 14 not exceed the total sum of Two Million Dollars ($2,000,000) over the entire term of this 15 AGREEMENT. Compensation for the services rendered shall be computed at the hourly 16 and cost rates shown in Exhibit D, subject to any adjustments that may be approved in 17 accordance with Article VI, Section B, Paragraph 3. 18 2. The hourly and cost rates listed herein for services rendered by the 19 CONSUL TANT and subconsultants shall remain in effect for the entire duration of the 20 AGREEMENT unless adjusted in accordance with the provisions of Article VI, Section B, 21 Paragraphs 3, 5, or 6. 22 3. The hourly rates paid for services performed by the CONSUL TANT and by 23 subconsultants of the CONSULT ANT and the rates for expenses incidental to the 24 CONSULTANT'S and subconsultant's performance of services may be adjusted no more 25 than once annually for inflation, in accordance with the following provisions: the 26 CONSUL TANT may request new labor rates and new rates for expenses incidental to the 27 CONSULTANT'S and subconsultant's performance of services subject to written approval 28 of the COUNTY'S CONTRACT ADMINISTRATOR in accordance with the provisions of this COUNTY OF FRESNO Fresno, California 12/29/20 10
1 Article VI, Section B, Paragraph 3. The CONSUL TANT shall initiate the rate adjustment 2 process by submitting to the COUNTY'S CONTRACT ADMINISTRATOR a proposed 3 adjusted fee schedule. The proposed adjusted fee schedule shall include proposed hourly 4 rates for all categories of the CONSUL TANT and subconsultants wage classifications and 5 proposed rates for incidental expenses listed in Exhibit D. The proposed adjusted fee 6 schedule shall not take effect unless approved in writing by the COUNTY'S CONTRACT 7 ADMINISTRATOR. The CONSULTANT hereby acknowledges its understanding that 8 approval by the COUNTY'S CONTRACT ADMINISTRATOR of any upward adjustment in g the hourly and cost rates shall not provide a basis for any increase in the total fee of 10 $2,000,000, as set forth in Article VI, Section B, Paragraph 1. 11 4. Expenses incidental to the CONSULTANT'S and subconsultant's 12 performance of services under Article Ill of the AGREEMENT shall be charged at the rates 13 listed in Exhibit D, subject to any adjustments that may be approved in accordance with 14 Article VI, Section B, Paragraphs 3, 5, or 6. Unless incorporated in an adjusted fee 15 schedule approved by the COUNTY'S CONTRACT ADMINISTRATOR in accordance with 16 Article VI, Section B, Paragraphs 3, 5, or 6, all other expenses incidental to the 17 CONSULTANT'S and subconsultant's performance of the services under Article Ill of the 18 AGREEMEN..T that are not listed in Exhibit D shall be borne by the CONSUL TANT. 19 5. In the event that, in accordance with Article I, Section D, the COUNTY'S 20 CONTRACT ADMINISTRATOR approves the CONSULTANT to retain additional 21 subconsultants not listed in Exhibit B, hourly rates paid for services performed by such 22 additional subconsultants of the CONSUL TANT and the rates for expenses incidental to 23 subconsultants performance of services may be adjusted no more than once annually for 24 inflation, in accordance with Article VI, Section B, Paragraph 3. The first annual adjustment 25 of hourly and incidental expense rates for such additional subconsultants shall not be 26 approved prior to one year after the COUNTY'S CONTRACT ADMINISTRATOR approval 27 of the retention of such additional subconsultant(s) by the CONSUL TANT. 28 COUNTY OF FRESNO Fresno, California 12/29/20 6. Notwithstanding any other provisions in the AGREEMENT, the COUNTY'S 11
1 CONTRACT ADMINISTRATOR may, at any time, authorize in writing the revision of the 2 CONSULTANT'S or subconsultant's charge rates for incidental expenses to include 3 additional categories of such expenses if, in the opinion of the COUNTY'S CONTRACT 4 ADMINISTRATOR, such revision is necessary to facilitate the CONSULTANT'S 5 performance of the PROJECT(S). 6 7 C. 1. Payments: Progress payments will be made by the COUNTY upon receipt of the 8 CONSULTANT'S monthly invoices and approval by the COUNTY'S CONTRACT g ADMINISTRATOR thereof based on the COUNTY'S CONTRACT ADMINISTRATOR'S 10 evaluation of the completion of the respective components of the assigned PROJECT. 11 Invoices shall clearly identify the Phase and Task of the work, the date work performed, 12 and shall be submitted with the documentation identified in Article VI, Section C, Paragraph 13 5. Invoices shall be forwarded electronically to: PWPBusinessOffice@fresnocountyca.gov. 14 2. Upon receipt of a proper invoice, the COUNTY'S CONTRACT 15 ADMINISTRATOR will take a maximum of ten (10) working days to review, approve, and 16 submit it to the COUNTY Auditor Controller/Treasurer Tax Collector. Unsatisfactory or 17 inaccurate invoices will be returned to the CONSUL TANT for correction and resubmittal. 18 Payment, less retention, if applicable, will be issued to the CONSUL TANT within forty (40) 19 calendar days of the date the Auditor Controller/Treasurer Tax Collector receives the 20 approved invoice. 21 3. The COUNTY is entitled to withhold a five percent (5%) retention from the 22 CONSULTANT'S earned compensation in accordance with the provisions of Article VII of 23 the AGREEMENT. 24 4. An unresolved dispute over a possible error or omission may cause payment 25 of the CONSULTANT fees in the disputed amount to be withheld by the COUNTY. 26 5. Concurrently with the invoices, the CONSUL TANT shall certify (through 27 copies of issued checks, receipts, or other COUNTY pre-approved documentation) that 28 complete payment, less a five percent (5%) retention, except as otherwise specified in COUNTY OF FRESNO Fresno, California 12/29/20 12
1 Article VII, has been made to all subconsultants as provided herein for all previous invoices 2 paid by the COUNTY. However, the parties do not intend that the foregoing create in any 3 subconsultants or sub-contractor a third-party beneficiary status or any third-party 4 beneficiary rights, and expressly disclaim any such status or rights. 5 6. Final invoices, and separate invoices for retentions, shall be submitted to the 6 COUNTY'S CONTRACT ADMINISTRATOR no later than thirty (30) days after the 7 PROJECT is completed. Payment for retentions, if any, shall not be made until all services 8 for the PROJECT are completed. 9 7. In the event the DIRECTOR reduces the scope of CONSULTANT'S work 10 under the AGREEMENT for a specific PROJECT (or discontinues a specific PROJECT), 11 whether due to a deficiency in the appropriation of anticipated funding or otherwise, the 12 CONSUL TANT will be compensated on a pro rata basis for actual work completed and 13 accepted by the DIRECTOR in accordance with the terms of the AGREEMENT. 14 VII. RETENTION FROM EARNED COMPENSATION 15 In addition to any amounts withheld under Article 111, the CONSUL TANT agrees that 16 the COUNTY, at the discretion of the COUNTY'S CONTRACT ADMINISTRATOR, may 17 withhold a five percent (5%) retention from the earned compensation of the CONSUL TANT. 18 If the COUNTY'S CONTRACT ADMINISTRATOR determines that retention will be withheld 19 for a PROJECT, the COUNTY'S CONTRACT ADMINISTRATOR will so state in writing 20 prior to commencement of the PROJECT by the CONSUL TANT and will identify the 21 PROJECT-specific prerequisites (such as successful completion of a PROJECT phase, as 22 an example) for the release of retentions. 23 VIII. TERMINATION 24 A. The AGREEMENT may be terminated without cause at any time by the 25 COUNTY upon thirty (30) calendar days' written notice. If the COUNTY terminates this 26 AGREEMENT, the CONSUL TANT shall be compensated for services satisfactorily 27 completed to the date of termination based upon the compensation rates and subject to the 28 maximum amounts payable agreed to in Article VI, together with such additional services COUNTY OF FRESNO Fresno, California 12/29/20 13
1 satisfactorily performed after termination which are expressly authorized by the COUNTY to 2 conclude the work performed to date of termination. 3 B. If the CONSUL TANT purports to terminate the AGREEMENT, or otherwise 4 refuses to perform pursuant to the AGREEMENT, for reasons other than material breach 5 by the COUNTY, the CONSUL TANT shall reimburse the COUNTY, up to a maximum of 6 $10,000 for the actual expense of issuing a Request For Proposal (RFP), engaging a new 7 consultant, and the new consultant's cost in becoming familiar with the previous 8 CONSULTANT'S work. The COUNTY'S entitlement to such reimbursement shall in no wa 9 be construed as a limitation on other damages that may be recoverable by the COUNTY as 10 a result of the CONSULTANT'S termination, in breach of its obligations hereunder. 11 C. The COUNTY may immediately suspend or terminate the AGREEMENT in 12 whole or in part, where in the determination of the COUNTY there is: 13 14 15 16 17 1. 2. 3. 4. D. An illegal or improper use of funds; A failure to comply with any term of the AGREEMENT; A substantially incorrect or incomplete report submitted to the COUNTY; Improperly performed service. In no event shall any payment by the COUNTY constitute a waiver by the 18 COUNTY of any breach of the AGREEMENT or any default which may then exist on the 19 part of the CONSUL TANT, nor shall such payment impair or prejudice any remedy 20 available to the COUNTY with respect to the breach or default. The DIRECTOR shall have 21 the right to demand of the CONSUL TANT the repayment to the COUNTY of any funds 22 disbursed to the CONSUL TANT under the AGREEMENT, which, in the judgment of the 23 DIRECTOR and as determined in accordance with the procedures of Article XVI, were not 24 expended in accordance with the terms of the AGREEMENT. The CONSULTANT shall 25 promptly refund any such funds upon demand. 26 E. The terms of the AGREEMENT, and the services to be provided thereunder, 27 are contingent on the approval of funds by the appropriating government agency. Should 28 sufficient funds not be allocated, the services provided may be modified, or the COUNTY OF FRESNO Fresno, California 12129/20 14
1 AGREEMENT terminated at any time by giving the CONSUL TANT thirty (30) days advance 2 written notice. In the event of termination on the basis of this Paragraph, the 3 CONSULTANT'S entitlement to payment, in accordance with the payment provisions set 4 forth hereinabove, shall apply only to work performed by the CONSUL TANT prior to receipt 5 of written notification of such non-allocation of sufficient funding. 6 F. In the event of termination, CONSUL TANT shall be compensated as provided 7 for in this AGREEMENT, except as provided in Article XII, Section C. Upon termination, the 8 COUNTY shall be entitled to all work, including but not limited to, reports, investigations, g appraisals, inventories, studies, analyses, drawings and data estimates performed to that 10 date, whether completed or not. 11 IX. FUNDING REQUIREMENTS 12 A. It is mutually understood between the parties that the AGREEMENT may 13 have been written before ascertaining the availability of funds or appropriation of funds, for 14 the mutual benefit of both parties, in order to avoid program and fiscal delays that would 15 occur if the AGREEMENT were executed after that determination was made. 16 B. The AGREEMENT is subject to any additional restrictions, limitations, 17 conditions, or any legislation enacted by the Congress, State Legislature or COUNTY'S 18 Board of Supervisors that may affect the provisions, terms, or funding of the AGREEMENT 19 in any manner. 20 C. It is mutually agreed that if sufficient funds are not appropriated, the 21 AGREEMENT may be amended to reflect any reduction in funds. 22 D. The COUNTY has the option to void the AGREEMENT under the 30-day 23 cancellation clause in Article VIII, Section A, or to amend the AGREEMENT in accordance 24 with Article X, Section A by mutually acceptable modification of its provisions to reflect any 25 reduction of funds. 26 X. CHANGE IN TERMS 27 A. The AGREEMENT may be amended or modified only by mutual written 28 agreement of both parties. Except as provided in Article V, Section A, any such written COUNTY OF FRESNO Fresno, California 12/29/20 15
1 amendment to this AGREEMENT may be approved on the COUNTY'S behalf only by its 2 Board of Supervisors. 3 B. The CONSULTANT shall only commence work covered by an amendment 4 after the amendment has been fully executed and written notification to proceed has been 5 issued by the COUNTY'S CONTRACT ADMINISTRATOR. 6 XI. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION 7 A. The CONSUL TANT must give consideration to Disadvantaged Business 8 Enterprise (hereinafter referred to as "DBE") firms as specified in 23 Code of Federal g Regulations (hereinafter referred to as "CFR") Section 172.5(b ), and in 49 CFR, Part 26. 10 The CONSUL TANT must meet the DBE goal established for PROJECT(S) by using DBEs 11 as subconsultants or document a good faith effort to have met the goal. If a DBE 12 subconsultant is unable to perform, the CONSUL TANT must make a good faith effort to 13 replace him/her with another DBE subconsultant if the goal is not otherwise met. 14 B. The CONSUL TANT is responsible for being fully informed regarding the 15 requirements of 49 CFR, Part 26 and CAL TRANS' Disadvantaged Business Enterprise 16 program developed pursuant to the regulations, as detailed in Exhibit C, Notice to 17 Proposers DBE Information, attached hereto and incorporated herein. 18 C. A DBE subconsultant may be terminated only with written approval by the 19 COUNTY'S CONTRACT ADMINISTRATOR and only for reasons specified in 49 CFR 20 Section 26.53(f). Prior to requesting the CONTRACT ADMINISTRATOR'S consent for the 21 proposed termination, the CONSUL TANT must meet the procedural requirements specified 22 in 49 CFR Section 26.53(f). If a DBE subconsultant is unable to perform, CONSUL TANT 23 must make a good faith effort to replace him/her with another DBE subconsultant, if the 24 goal is not otherwise met. 25 XII. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS 26 A. The CONSUL TANT agrees that 48 CFR Part 31, Contract Cost Principles 27 and Procedures, shall be used to determine the allowability of individual terms of cost. The 28 CONSUL TANT shall sign the Certification of Contract Costs and Financial Management COUNTY OF FRESNO Fresno, California 12/29/20 16
1 System, attached hereto and incorporated herein as Exhibit E. 2 B. The CONSUL TANT also agrees to comply with Federal procedures in 3 accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, 4 and Audit Requirements for Federal Awards. 5 C. Any costs for which payment has been made to the CONSUL TANT that are 6 determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 7 200 are subject to repayment by the CONSUL TANT to the COUNTY. 8 D. When a CONSUL TANT or Subconsultant is a Non-Profit Organization or an g Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform 10 Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards 11 shall apply. 12 XIII. COVENANT AGAINST CONTINGENT FEES 13 The CONSUL TANT warrants, by execution of the AGREEMENT, that the 14 CONSUL TANT has not employed or retained any company or person, other than a bona 15 fide employee working for the CONSUL TANT, to solicit or secure the AGREEMENT; and 16 that CONSUL TANT has not paid or agreed to pay any company or person other than a 17 bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other 18 consideration, contingent upon or resulting from the award or formation of the 19 AGREEMENT. For breach or violation of this warranty, the COUNTY shall have the right 20 to annul the AGREEMENT without liability, and to pay only for the value of the work 21 actually performed by the CONSULTANT, or alternatively in the COUNTY'S discretion, to 22 deduct from the contract price or consideration, or otherwise recover the full amount of 23 such any such commission, percentage, brokerage fee, gift, contingent fee or similar form 24 of consideration previously paid by the CONSUL TANT. 25 XIV. RETENTION OF RECORDS/AUDIT 26 For the purpose of determining compliance with Gov. Code§ 8546.7, the 27 CONSUL TANT, Subconsultants, and the COUNTY shall maintain all books, documents, 28 papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and COUNTY OF FRESNO Fresno, California 12/29/20 17
1 other evidence pertaining to the performance of the AGREEMENT including, but not limited 2 to, the costs of administering the AGREEMENT. All parties, including the CONSUL TANT's 3 Independent CPA, shall make such workpapers and materials available at their respective 4 offices at all reasonable times during the AGREEMENT period and for three (3) years from 5 the date of final payment under the AGREEMENT. The COUNTY, Caltrans Auditor, 6 FHWA, or any duly authorized representative of the Federal government having jurisdiction 7 under Federal laws or regulations (including the basis of Federal funding in whole or in 8 part) shall have access to any books, records, and documents of the CONSULTANT, 9 Subconsultants, and the CONSULTANT's Independent CPA, that are pertinent to the 10 AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and 11 copies thereof shall be furnished if requested without limitation. 12 XV. AUDIT REVIEW PROCEDURES 13 A. Any dispute concerning a question of fact arising under an interim or post 14 audit of this AGREEMENT that is not disposed of by agreement between the parties, shall 15 be reviewed by the COUNTY'S Auditor/Controller/Treasurer/Tax-Collector. 16 B. Not later than thirty (30) calendar days after issuance of the final audit report, 17 the CONSUL TANT may request a review by the COUNTY'S 18 Auditor/Controller/Treasurer/Tax-Collector of unresolved audit issues. The request for 19 review will be submitted in writing. 20 C. Neither the pendency of a dispute nor its consideration by the COUNTY will 21 excuse the CONSUL TANT from full and timely performance, in accordance with the terms 22 of the AGREEMENT. 23 D. The CONSUL TANT and subconsultant agreements, including cost proposals 24 and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, an 25 AGREEMENT Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant 26 (CPA) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENT, cost 27 proposal and ICR and related workpapers, if applicable, will be reviewed to verify 28 compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances COUNTY OF FRESNO Fresno, California 12/29/20 18
1 of a CPA ICR Audit Workpaper Review, it is the CONSUL TANT's responsibility to ensure 2 federal, state, COUNTY, or local government officials are allowed full access to the CPA's 3 workpapers, including making copies as necessary. The AGREEMENT, cost proposal, and 4 ICR shall be adjusted by CONSULTANT and approved by the COUNTY'S CONTRACT 5 ADMINISTRATOR to conform to the audit or review recommendations. The CONSULTANT 6 agrees that individual terms of costs identified in the audit report shall be incorporated into 7 the AGREEMENT by this reference, if directed by the COUNTY in its sole discretion. 8 Refusal by the CONSUL TANT to incorporate audit or review recommendations, or to 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY OF FRESNO Fresno, California 12/29/20 ensure that the federal, state, COUNTY, or local governments have access to CPA workpapers, will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. CONSULTANT's Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve"'the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSUL TANT and approved by the COUNTY'S CONTRACT ADMINISTRATOR to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of this AGREEMENT and disallowance of prior reimbursed costs. 1. During IOAl's review of the ICR audit work papers created by the CONSULTANT's independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, the COUNTY will reimburse the CONSUL TANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with 19
2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY OF FRESNO Fresno, California 12/29/20 procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO} Audit Guide; and other applicable procedures and guidelines} is received and approved by IOAI. Accepted rates will be as follows: a. If the proposed rate is less than one hundred fifty percent ( 150%) -the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) -the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) -the accepted rate will be seventy-five percent (75%) of the proposed rate. 2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSUL TANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSUL TANT's and/or the independent CPA's revisions. 3. If the CONSUL TANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final l~R for reimbursement purposes under this AGREEMENT. 4. CONSUL TANT may submit to the COUNTY its final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of the COUNTY; and, (3) IOAI has issued its final ICR review letter. The CONSUL TANT MUST SUBMIT ITS FINAL INVOICE TO THE COUNTY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between the COUNTY and the CONSUL TANT, either as a prime or subconsultant, with the same fiscal period ICR. 20
1 XVI. ERRORS OR OMISSIONS CLAIMS AND DISPUTES 2 3 A. Definitions: 1. A "Consultant" is a duly licensed Architect or Engineer, or other 4 provider of professional services, acting as a business entity (owner, partnership, 5 corporation, joint venture or other business association) in accordance with the terms of an 6 agreement with the COUNTY. 7 2. A "Claim" is a demand or assertion by one of the parties seeking, as a 8 matter of right, adjustment or interpretation of contract terms, payment of money, extension g of time, change orders, or other relief with respect to the terms of the AGREEMENT. The 10 term "Claim" also includes other disputes and matters in question between the COUNTY 11 and the CONSULTANT arising out of or relating to the AGREEMENT. Claims must be 12 made by written notice. The provisions of Government Code section 901, et seq., shall 13 apply to every claim made to the COUNTY. The responsibility to substantiate claims shall 14 rest with the party making the claim. The term "Claim" also includes any allegation of an 15 error or omission by the CONSUL TANT. 16 B. In the spirit of cooperation between the COUNTY and the CONSUL TANT, the 17 following procedures are established in the event of any claim or dispute alleging a 18 negligent error, act, or omission, of the CONSUL TANT. 19 1. Claims, disputes or other matters in question between the parties, 20 arising out of or relating to the AGREEMENT, shall not be subject to arbitration, but shall be 21 subject to the following procedures. 22 2. The COUNTY and the CONSULTANT shall meet and confer and 23 attempt to reach agreement on any dispute, including what damages have occurred, the 24 measure of damages and what proportion of damages, if any, shall be paid by either party. 25 The parties agree to consult and consider the use of mediation or other form of dispute 26 resolution prior to resorting to litigation. 27 3. If the COUNTY and the CONSUL TANT cannot reach agreement under 28 Section B, Paragraph 2 of this Article XVI, the disputed issues may, upon concurrence by COUNTY OF FRESNO Fresno, California 12/29/20 21
1 all parties, be submitted to a panel of three (3) for a recommended resolution. The 2 CONSUL TANT and the COUNTY shall each select one (1) member of the panel, and the 3 third member shall be selected by the other two panel members. The discovery rights 4 provided by California Code of Civil Procedure for civil proceedings shall be available and 5 enforceable to resolve the disputed issues. Either party requesting this dispute resolution 6 process shall, when invoking the rights to this panel, give to the other party a notice 7 describing the claims, disputes and other matters in question. Prior to twenty (20) working 8 days before the initial meeting of the panel, both parties shall submit all documents such 9 party intends to rely upon to resolve such dispute. If it is determined by the panel that any 10 party has relied on such documentation but has failed to previously submit such 11 documentation on a timely basis to the other party, the other party shall be entitled to a 20-12 working-day continuance of such initial meeting of the panel. The decision by the panel is 13 not a condition precedent to arbitration, mediation or litigation. 14 4. Upon receipt of the panel's recommended resolution of the disputed 15 issue(s), the COUNTY and the CONSULTANT shall again meet and confer and attempt to 16 reach agreement. If the parties still are unable to reach agreement, each party shall have 17 recourse to all appropriate legal and equitable remedies. 18 C. The procedures to be followed in the resolution of claims and disputes may 19 be modified any time by mutual agreement of the parties hereto. 20 D. The CONSUL TANT shall continue to perform its obligations under the 21 AGREEMENT pending resolution of any dispute, and the COUNTY shall continue to make 22 payments of all undisputed amounts due under the AGREEMENT. 23 E. When a claim by either party has been made alleging the CONSULTANT'S 24 negligent error, act, or omission, the COUNTY and the CONSUL TANT shall meet and 25 confer within twenty-one (21) working days after the written notice of the claim has been 26 provided. 27 XVII. SUBCONTRACTING 28 COUNTY OF FRESNO Fresno, California 12/29/20 A. The CONSUL TANT shall perform the work contemplated with resources 22
1 available within its own organization and no portion of the work encompassed by this 2 AGREEMENT shall be subcontracted without written authorization by the COUNTY'S 3 CONTRACT ADMINISTRATOR, excepting only those portions of the work and the 4 responsible subconsultants that are expressly identified in Exhibit B hereto. 5 B. Nothing contained in this AGREEMENT or otherwise, shall create any 6 contractual relationship between the COUNTY and any Subconsultants, and no 7 subcontract between the CONSUL TANT and any Subconsultant shall relieve the 8 CONSUL TANT of any of its responsibilities and obligations hereunder. The CONSUL TANT g agrees to be as fully responsible to the COUNTY for the acts and omissions of its 10 Subconsultants and of persons either directly or indirectly employed by any of its 11 Subconsultants, as it is for the acts and omissions of persons directly employed by the 12 CONSUL TANT. The CONSUL TANT's obligation to pay its Subconsultants is an 13 independent obligation from the COUNTY's obligation to make payments to the 14 CONSUL TANT. 15 C. Any subcontract in excess of $25,000 entered into by CONSUL TANT, 16 pertaining to work to be performed under the AGREEMENT, shall contain all the provisions 17 stipulated in this AGREEMENT to be applicable to subconsultants. 18 D. Any substitution of subconsultants must be approved in writing by the 19 COUNTY'S CONTRACT ADMINISTRATOR in advance of assigning work to a substitute 20 subconsultant. 21 XVIII. EQUIPMENT PURCHASE 22 A. Prior authorization in writing by the COUNTY'S CONTRACT 23 ADMINISTRATOR shall be required before the CONSUL TANT enters into any unbudgeted 24 purchase order, or subcontract exceeding $5,000 for supplies, equipment, or services. The 25 CONSUL TANT shall provide an evaluation of the necessity or desirability of incurring such 26 costs. 27 B. Prior authorization by the COUNTY'S CONTRACT ADMINISTRATOR shall 28 be required for purchase of any item, service or consulting work in excess of $5,000 that is COUNTY OF FRESNO Fresno, California 12/29/20 23
1 not covered in the CONSULTANT'S Cost Proposal; and the CONSULTANT'S request must 2 be accompanied by at least three competitive quotations, unless the absence of bidding is 3 adequately justified, to the satisfaction of the COUNTY'S CONTRACT ADMINISTRATOR 4 in his or her discretion, by written explanation provided by the CONSUL TANT with its 5 submittal. 6 C. Any authorized purchase of equipment as a result of the AGREEMENT is 7 subject to the following: 8 1. The CONSUL TANT shall maintain an inventory of all nonexpendable 9 property. Nonexpendable property is defined as having a useful life of at least two years 10 and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement 11 and is sold or traded in, the COUNTY shall receive a proper refund or credit at the 12 conclusion of the contract, or if the contract is terminated, the CONSUL TANT may either 13 keep the equipment and credit the COUNTY in an amount equal to its fair market value, or 14 sell such equipment at the best price obtainable at a public or private sale, in accordance 15 with established COUNTY procedures; and credit the COUNTY in an amount equal to the 16 sales price. If the CONSUL TANT elects to keep the equipment, fair market value shall be 17 determined at the CONSULTANT'S expense, based on a competent independent appraisal 18 of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to 19 by the COUNTY and the CONSUL TANT, if it is determined to sell the equipment, the terms 20 and conditions of such sale must be approved in advance by the COUNTY. 21 2. Federal regulations (2 CFR Part 200) require a credit to Federal funds 22 when participating equipment with a fair market value greater than $5,000 is credited to the 23 PROJECT. 24 XIX. INSPECTION OF WORK 25 The CONSUL TANT and any Subconsultant shall permit the COUNTY, the state, 26 and/or the FHWA to review and inspect the PROJECT activities and files at all reasonable 27 times during the performance period of the AGREEMENT including review and inspection 28 on a daily basis. COUNTY OF FRESNO Fresno, California 12/29/20 24
1 XX.SAFETY 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY OF FRESNO Fresno, California 12/29/20 A. The CONSUL TANT shall comply with Occupational Safety and Health Administration (OSHA) regulations applicable to CONSUL TANT regarding necessary safety equipment or procedures. CONSUL TANT shall comply with safety instructions issued by COUNTY Safety Officer and other COUNTY representatives. The CONSUL TANT personnel shall wear hard hats and safety vests at all times while working on the construction project site. B. Pursuant to the authority contained in Vehicle Code 591, the COUNTY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14 and 15 of the Vehicle Code. The CONSUL TANT 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. XXI. INSURANCE A. Without limiting the COUNTY'S right to obtain indemnification from the CONSUL TANT or any third parties, the CONSUL TANT, at its sole expense, shall maintain in full force and effect, the following insurance policies prior to commencement of any work for the COUNTY and, thereafter, throughout the entire term of the AGREEMENT (with the exception of Professional Liability Insurance, which the CONSUL TANT shall maintain in full force and effect for the additional period of time required by Paragraph 4 of this Article XXI, Section A). 1. Commercial General Liability Insurance with limits not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of not less than Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. The COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the AGREEMENT. 2. Comprehensive Automobile Liability Insurance with limits for bodily 25
1 injury of Two Hundred Fifty Thousand Dollars ($250,000) per person, Five Hundred 2 Thousand Dollars ($500,000) per accident and for property damages of Fifty Thousand 3 Dollars ($50,000), or such coverage with a combined single limit of Five Hundred Thousand 4 Dollars ($500,000). Coverage should include owned and non-owned vehicles used in 5 connection with the AGREEMENT. 6 3. Worker's Compensation insurance policy as required by the California 7 Labor Code. 8 4. Professional Liability Insurance: 9 a. If the CONSUL TANT employs licensed professional staff in 10 providing services, Professional Liability Insurance with limits of One Million Dollars 11 ($1,000,000) per claim, Three Million Dollars ($3,000,000) annual aggregate. 12 b. The Professional Liability Insurance shall be kept in full force 13 and effect for a period of three (3) years from the date of substantial completion of the 14 CONSULTANT'S work as determined by the COUNTY. 15 C. The CONSUL TANT shall obtain endorsements to the 16 Commercial General Liability insurance naming the COUNTY, its officers, agents, and 17 employees, individually and collectively, as additional insured, but only insofar as the 18 operations under the AGREEMENT are concerned. Such coverage for additional insured 19 shall apply as primary insurance and any other insurance, or self-insurance, maintained by 20 the COUNTY, its officers, agents and employees shall be excess only and not contributing 21 with insurance provided under the CONSULTANT'S policies herein. The CONSUL TANT 22 shall give the COUNTY at least thirty (30) days advance written notice of any cancellation, 23 expiration, reduction or other material change in coverage with respect to any of the 24 aforesaid policies. 25 d. Prior to commencing any such work under the AGREEMENT, 26 the CONSULTANT shall provide to the COUNTY certificates of insurance and 27 endorsements for all of the required policies as specified above, stating that all such 28 insurance coverage has been obtained and is in full force; that the COUNTY, its officers, COUNTY OF FRESNO Fresno, California 12129/20 26
1 agents and employees will not be responsible for any premiums on the policies; that such 2 Commercial General Liability insurance names the COUNTY, its officers, agents and 3 employees, individually and collectively, as additional insured, but only insofar as the 4 operations under the AGREEMENT are concerned; that such coverage for additional 5 insured shall apply as primary insurance and any other insurance, or self-insurance, 6 maintained by the COUNTY, its officers, agents and employees, shall be excess only and 7 not contributing with insurance provided under the CONSULTANT'S policies herein; and 8 that this insurance shall not be cancelled or changed without a minimum of thirty (30) days g advance, written notice given to the COUNTY. All certificates shall clearly indicate the 10 COUNTY'S identifying Contract Number for this AGREEMENT, and the certificates shall be 11 sent to the attention of the GOU NTY'S CONTRACT ADMINISTRATOR. 12 e. In the event the CONSUL TANT fails to keep in effect at all times 13 insurance coverage as herein provided, the COUNTY may, in addition to other remedies it 14 may have, suspend or terminate this AGREEMENT upon the occurrence of such event. 15 f. All policies shall be issued by admitted insurers licensed to do 16 business in the State of California, and all such insurance shall be purchased from 17 companies possessing a current A.M. Best, Inc. rating of A and FSC VII or better. 18 XXII. HOLD HARMLESS 19 A. The CONSUL TANT shall defend, hold harmless and indemnify the COUNTY, its 20 officers, agents, and employees, against the payment of any and all costs and expenses 21 (including reasonable attorney fees and court costs), damages, claims, suits, losses, and 22 liability for bodily and personal injury to or death of any person or for loss of any property to 23 the extent resulting from or arising out of any negligent or wrongful acts, errors or 24 omissions of the CONSUL TANT, its officers, agents, and employees, in performing or 25 failing to perform any work, services, or functions under the AGREEMENT. 26 B. The COUNTY and the CONSUL TANT hereby declare their mutual intent to 27 cooperate in the defense of any claim, suit, or other action alleging liability, arising from the 28 negligent performance or failure to perform of any construction contractor or subcontractor COUNTY OF FRESNO Fresno, California 12/29/20 27
1 involved in the construction of the COUNTY'S PROJECT(S). Such cooperation may 2 include an agreement to prepare and present a cooperative defense after consultation with 3 the CONSULTANT'S professional liability insurance carrier. 4 XXIII. OWNERSHIP OF DATA 5 A. All documents, including preliminary documents, calculations, and survey 6 data, required in performing services under the AGREEMENT shall be submitted to, and 7 shall remain at all times the property of the COUNTY regardless of whether they are in the 8 possession of the CONSULTANT or any other person, firm, corporation or agency. 9 B. The CONSUL TANT understands and agrees the COUNTY shall retain full 10 ownership rights of the drawings and work product of the CONSUL TANT for the PROJECT, 11 to the fullest extent permitted by law. In this regard, the CONSUL TANT acknowledges and 12 agrees the CONSULTANT'S services are on behalf of the COUNTY and are "works made 13 for hire," as that term is defined in copyright law, by the COUNTY; that the drawings and 14 work product to be prepared by the CONSUL TANT are for the sole and exclusive use of 15 the COUNTY, and that the COUNTY shall be the sole owner of all patents, copyrights, 16 trademarks, trade secrets and other rights and contractual interests in connection therewith 17 which are developed and compensated solely under the AGREEMENT; that all the rights, 18 title and interest in and to the drawings and work product will be transferred to the 19 COUNTY by the CONSULTANT to the extent the CONSULTANT has an interest in and 20 authority to convey such rights; and the CONSUL TANT will assist the COUNTY to obtain 21 and enforce patents, copyrights, trademarks, trade secrets, and other rights and contractual 22 interests relating to said drawings and work product, free and clear of any claim by the 23 CONSULTANT or anyone claiming any right through the CONSULTANT. The 24 CONSUL TANT further acknowledges and agrees the COUNTY'S ownership rights in such 25 drawings or work product, shall apply regardless of whether such drawings or work product, 26 or any copies thereof, are in possession of the CONSUL TANT, or any other person, firm, 27 corporation, or entity. For purposes of this AGREEMENT the terms "drawings and work 28 product" shall mean all reports and study findings commissioned to develop the PROJECT COUNTY OF FRESNO Fresno, California 12/29/20 28
1 design, drawings and schematic or preliminary design documents, certified reproducibles o 2 the original final construction contract drawings, specifications, the approved estimate, 3 record drawings, as-built plans, and discoveries, developments, designs, improvement, 4 inventions, formulas, processes, techniques, or specific know-how and data generated or 5 conceived or reduced to practice or learning by the CONSUL TANT, either alone or jointly 6 with others, that result from the tasks assigned to the CONSUL TANT by the COUNTY 7 under the AGREEMENT. 8 C. If the AGREEMENT is terminated during or at the completion of any phase of 9 the PROJECT under Article Ill, a reproducible copy of report(s) or preliminary documents 10 shall be submitted by the CONSUL TANT to the COUNTY, which may use them to 11 complete the PROJECT(S) at a future time. 12 D. If the PROJECT is terminated at the completion of a construction document 13 phase of the PROJECT, certified reproducibles on 4 mil thick double matte film of the 14 original final construction contract drawings, specifications, and approved engineer's 15 estimate shall be submitted by the CONSUL TANT to the COUNTY. 16 E. Documents, including drawings and specifications, prepared by the 17 CONSUL TANT pursuant to the AGREEMENT are intended to be suitable for reuse by the 18 COUNTY or others on extensions of the services provided for the PROJECT. Any use of 19 completed documents for projects other than the PROJECT(S) and/or any use of 20 uncompleted documents will be at the COUNTY'S sole risk and without liability or legal 21 exposure to the CONSUL TANT. 22 The electronic files provided by the CONSUL TANT to the COUNTY are submitted 23 for an acceptance period lasting until the expiration of the AGREEMENT (i.e., throughout 24 the duration of the contract term, including any extensions). Any defects the COUNTY 25 discovers during such acceptance period will be reported to the CONSUL TANT and will be 26 corrected as part of the CONSULTANT'S "Basic Scope of Work." 27 F. The CONSUL TANT shall not be liable for claims, liabilities or losses arising 28 out of, or connected with (1) the modification or misuse by the COUNTY or anyone COUNTY OF FRESNO Fresno, California 12/29/20 29
1 authorized by the COUNTY, of such CAD data, or (2) decline of accuracy or readability of 2 CAD data due to inappropriate storage conditions or duration; or (3) any use by the 3 COUNTY, or anyone authorized by the COUNTY, of such CAD data or other PROJECT 4 documentation for additions to the PROJECT for the completion of the PROJECT by 5 others, or for other projects; except to the extent that said use may be expressly 6 authorized, in writing, by the CONSUL TANT. 7 G. The COUNTY, in the discretion of its Board of Supervisors, may permit the 8 copyrighting of reports or other products of the AGREEMENT; and provided further, that if g copyrights are permitted; the CONSUL TANT hereby agrees and this AGREEMENT shall 10 be deemed to provide that the Federal Highway Administration shall have the royalty-free 11 nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize 12 others to use, the work for government purposes. 13 XXIV. CLAIMS FILED BY COUNTY'S CONSTRUCTION CONTRACTOR 14 A. If claims are filed by the COUNTY'S CONTRACTOR relating to work 15 performed by the CONSULTANT'S personnel, and additional information or assistance 16 from the CONSULTANT'S personnel is required in order to evaluate or defend against such 17 claims, then the CONSUL TANT hereby agrees in such event to make its personnel 18 available for consultation with the COUNTY'S construction contract administration and legal 19 staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 20 B. The CONSULTANT'S personnel that the COUNTY considers essential to 21 assist in defending against the CONTRACTOR claims will be made available on 22 reasonable notice from the DIRECTOR. Services of the CONSULTANT'S personnel in 23 connection with consultation or testimony for this purpose will be performed pursuant to a 24 written contract amendment, if determined by the parties to be necessary or appropriate. 25 XXV. CONFIDENTIALITY OF DATA 26 A. All financial, statistical, personal, technical, or other data and information 27 relative to the COUNTY'S operations, which are designated confidential by the COUNTY 28 and made available to the CONSULTANT in order to carry out the AGREEMENT, shall be COUNTY OF FRESNO Fresno, California 12/29/20 30
1 protected by the CONSUL TANT from unauthorized use and disclosure. 2 B. Permission to disclose information on one occasion, or public hearing held by 3 the COUNTY relating to the AGREEMENT, shall not authorize the CONSULTANT to 4 further disclose such information, or disseminate the same on any other occasion. 5 C. The CONSUL TANT shall not comment publicly to the press or any other 6 media regarding the AGREEMENT or the COUNTY'S actions on the same, except to the 7 COUNTY'S staff, the CONSULTANT'S own personnel involved in the performance of the 8 AGREEMENT, at public hearings or in response to questions from a Legislative committee. 9 D. The CONSUL TANT shall not issue any news release or public relations item 10 of any nature, whatsoever, regarding work performed or to be performed under the 11 AGREEMENT without prior review of the contents thereof by the COUNTY, and receipt of 12 the COUNTY'S written permission. 13 E. All information related to the construction estimate is confidential and shall no 14 be disclosed by the CONSUL TANT to any entity other than the COUNTY. 15 XXVI. NATIONAL LABOR RELATIONS BOARD CERTIFICATION 16 In accordance with Public Contract Code Section 10296, the CONSULTANT hereby 17 states under penalty of perjury that no more than one final unappealable finding of 18 contempt of court by a federal court has been issued against the CONSUL TANT within the 19 immediately preceding two-year period, because of the CONSULTANT'S failure to comply 20 with an order of a federal court that orders the CONSUL TANT to comply with an order of 21 the National Labor Relations Board. 22 XXVII. EVALUATION OF CONSULTANT 23 The CONSULTANT'S performance will be evaluated by the COUNTY using the form 24 attached as Exhibit F. A copy of the evaluation will be sent to the CONSUL TANT for 25 comments. The evaluation together with the comments shall be retained as part of the 26 AGREEMENT record. 27 XXVIII. STATEMENT OF COMPLIANCE: NON-DISCRIMINATION 28 COUNTY OF FRESNO Fresno, California 12/29/20 A. The CONSULTANT'S signature affixed herein, and dated, shall constitute a 31
1 certification under penalty of perjury under the laws of the State of California that the 2 CONSUL TANT has, unless exempt, complied with the nondiscrimination program 3 requirements of Government Code Section 12990 and Title 2, California 4 Administrative Code, Section 8103. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY OF FRESNO Fresno, California 12/29/20 B. During the performance of this AGREEMENT, CONSUL TANT and its subconsultants shall not deny the AGREEMENT's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSUL TANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. C. CONSUL TANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (California Government Code Section12990 et seq.), the applicable regulations promulgated there under (2 CCR Section11000 et seq.), the provisions of California Government Code Sections 11135-11139.5, and the regulations or standards adopted by the COUNTY to implement such article. The applicable regulations o the Fair Employment and Housing Commission implementing California Government Code Section 12990 (a-f), set forth 2 CCR Sections 8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as though fully set forth herein. D. CONSUL TANT shall permit access by representatives of the Department of Fair Employment and Housing and the COUNTY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said 32
1 Department or the COUNTY shall require to ascertain compliance with this clause. 2 E. CONSULTANT and its Subconsultants shall give written notice of their 3 obligations under this clause to labor organizations with which they have a collective 4 bargaining or other Agreement. 5 F. CONSUL TANT shall include the nondiscrimination and compliance provisions 6 of this clause in all subcontracts to perform work under this AGREEMENT. 7 G. The CONSUL TANT, with regard to the work performed under this 8 AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 g U.S.C. Section 2000d et seq.). Title VI provides that the recipients of federal assistance will 10 implement and maintain a policy of nondiscrimination in which no person in the United 11 States shall, on the basis of race, color, national origin, religion, sex, age, disability, be 12 excluded from participation in, denied the benefits of or subject to discrimination under any 13 program or activity by the recipients of federal assistance or their assignees and 14 successors in interest. 15 H. The CONSUL TANT shall comply with regulations relative to non-16 discrimination in federally assisted programs of the U.S. Department of Transportation (49 17 CFR Part 21 -Effectuation of Title VI of the Civil Rights Act of 1964 ). Specifically, the 18 CONSUL TANT shall not participate either directly or indirectly in the discrimination 19 prohibited by 49 CFR Section 21.5, including employment practices and the selection and 20 retention of Subconsultants. 21 I. The CONSUL TANT and subconsultants shall include the nondiscrimination 22 and compliance provisions of this clause in all subcontracts to perform work under the 23 AGREEMENT. 24 J. The CONSULTANT, subconsultant or subrecipient will never exclude any 25 person from participation in, deny any person the benefits of, or otherwise discriminate 26 against anyone in connection with the award and performance of any contract covered by 27 49 CFR 26 on the bases of race, color, sex, or national origin. In administering the 28 COUNTY components of the DBE Program Plan, CONSUL TANT, subconsultant or COUNTY OF FRESNO Fresno, California 12/29/20 33
1 subrecipient will not, directly, or through contractual or other arrangements, use criteria or 2 methods of administration that have the effect of defeating or substantially impairing 3 accomplishment of the objectives of the DBE Program Plan with respect to individuals of a 4 particular race, color, sex or national origin. 5 XXIX. DEBARMENT AND SUSPENSION CERTIFICATION 6 A. The CONSULTANT'S signature affixed herein, shall constitute a certification 7 under penalty of perjury under the laws of the State of California, that the CONSUL TANT 8 has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and g Suspension Certificate, which certifies that he/she or any person associated therewith in 10 the capacity of owner, partner, director, officer, or manager, is not currently under 11 suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal 12 agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible 13 by any federal agency within the past three (3) years; does not have a proposed debarment 14 pending; and has not been indicted, convicted, or had a civil judgment rendered against it 15 by a court of competent jurisdiction in any matter involving fraud or official misconduct 16 within the past three (3) years. Any exceptions to this certification must be disclosed to the 17 COUNTY on Exhibit G. 18 B. Exceptions will not necessarily result in denial of recommendation for award 19 but will be considered in determining CONSUL TANT responsibility. Disclosures must 20 indicate to whom exceptions apply, initiating agency, and dates of action. 21 C. Exceptions to the Federal Government Excluded Parties Listing System 22 maintained by the General Services Administration are to be determined by the Federal 23 Highway Administration. 24 XXX. COMPLIANCE WITH LAWS AND STATE PREVAILING WAGE RATES 25 A. The CONSUL TANT shall comply with the State of California's General 26 Prevailing Wage Rate requirements in accordance with California Labor Code, Section 27 1770, and all Federal, State, and local laws and ordinances applicable to the work. 28 COUNTY OF FRESNO Fresno, California 12/29/20 B. Any subcontract entered into as a result of this contract if for more than 34
1 $25,000 for public works construction or more than $15,000 for the alteration, demolition, 2 repair, or maintenance of public works, shall contain all of the provisions of this Article. 3 XXXI. CONFLICT OF INTEREST 4 A. The CONSUL TANT shall comply with the provisions of the COUNTY 5 Department of Public Works and Planning Conflict of Interest Code, attached hereto as 6 Exhibit H and incorporated herein. Such compliance shall include the filing of annual 7 statements pursuant to the regulations of the State Fair Political Practices Commission 8 including, but not limited to, portions of Form 700. 9 B. The CONSUL TANT shall disclose any financial, business, or other 10 relationship with the COUNTY that may have an impact upon the outcome of this 11 AGREEMENT, or any ensuing COUNTY construction project. The CONSULTANT shall 12 also list current clients who may have a financial interest in the outcome of this 13 AGREEMENT, or any ensuing COUNTY construction project, which will follow. 14 C. The CONSUL TANT hereby certifies that it does not now have, nor shall it 15 acquire any financial or business interest that would conflict with the performance of 16 services under this AGREEMENT. 17 D. The CONSUL TANT hereby certifies that neither the CONSUL TANT, nor any 18 firm affiliated with the CONSUL TANT will bid on any construction contract, or on any 19 contract to provide construction inspection for any construction the PROJECT resulting 20 from the AGREEMENT; provided, however, that this shall not be construed as disallowing 21 the CONSUL TANT or affiliated firm from performing, pursuant to the AGREEMENT or othe 22 agreement with the COUNTY, construction inspection services on behalf of the COUNTY 23 for the PROJECT. An affiliated firm is one, which is subject to the control of the same 24 persons through joint ownership, or otherwise. 25 E. Except for subconsultants or subcontractors whose services are limited to 26 providing surveying or materials testing information, no subcontractor who has provided 27 design services in connection with this AGREEMENT shall be eligible to bid on any 28 construction contract, or on any contract to provide construction inspection for any COUNTY OF FRESNO Fresno, California 12/29/20 35
1 construction project resulting from this AGREEMENT; provided, however, that this shall not 2 be construed as disallowing subcontractors who have provided design services for the 3 PROJECT from performing, pursuant to this AGREEMENT or other agreement with the 4 COUNTY, construction inspection services on behalf of the COUNTY for the PROJECT. 5 XXXII. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION 6 The CONSUL TANT warrants that this AGREEMENT was not obtained or secured 7 through rebates, kickbacks or other unlawful consideration, either promised or paid to any 8 COUNTY employee. For breach or violation of this warranty, the COUNTY shall have the g right, in its discretion, to do any of the following: terminate the AGREEMENT without 10 liability; or to pay only for the value of the work actually performed; or to deduct from the 11 AGREEMENT price, or otherwise recover the full amount of such rebate, kickback or other 12 unlawful consideration. 13 XXXIII. PROHIBITION OF EXPENDING COUNTY, STATE OR FEDERAL FUNDS FOR 14 LOBBYING 15 A. The CONSUL TANT shall sign the lobbying forms, attached hereto and 16 incorporated herein as Exhibit I, as required by the instructions found on each form. 17 18 that: 19 B. The CONSUL TANT certifies to the best of his or her knowledge and belief 1. No state, federal or COUNTY appropriated funds have been paid, or 20 will be paid by or on behalf of the CONSUL TANT to any person for influencing or 21 attempting to influence an officer or employee of any state or federal agency; a Member of 22 the State Legislature or United States Congress; an officer or employee of the Legislature 23 or Congress; or any employee of a Member of the Legislature or Congress, in connection 24 with any of the following: 25 26 27 28 COUNTY OF FRESNO Fresno, California 12/29/20 a. b. C. d. the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, or 36
1 e. the extension, continuation, renewal, amendment, or 2 modification of any state or federal contract, grant, loan, or cooperative agreement. 3 2. If any funds other than federally appropriated funds have been paid, or 4 will be paid to any person for influencing or attempting to influence an officer or employee 5 of any federal agency; a Member of Congress; an officer or employee of Congress, or an 6 employee of a Member of Congress; in connection with this federal contract, grant, loan, or 7 cooperative agreement, then the CONSUL TANT shall complete and submit Standard 8 Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 9 C. The certification required by the provisions of this Article is a material 10 representation of fact upon which reliance was placed when this transaction was made or 11 entered into. Submission of this certification is a prerequisite for making or entering into this 12 transaction imposed by Title 31, U.S. Code Section 1352. Any person who fails to file the 13 required certification shall be subject to a civil penalty of not less than $10,000 and not 14 more than $100,000 for each such failure. 15 D. The CONSUL TANT also agrees by signing this document that he or she shall 16 require that the language of this certification be included in all lower-tier subcontracts, 17 which exceed $100,000, and that all such sub-recipients shall certify and disclose 18 accordingly. 19 XXXIV. INDEPENDENT CONTRACTOR 20 A. In performance of the work, duties and obligations assumed by the 21 CONSULTANT under the AGREEMENT, it is mutually understood and agreed that the 22 CONSUL TANT, including any and all of the CONSULTANT'S officers, agents, and employees 23 will at all times be acting and performing as an independent contractor, and shall act in an 24 independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, 25 or associate of the COUNTY. Furthermore, the COUNTY shall have no right to control or 26 supervise or direct the manner or method by which the CONSUL TANT shall perform its work 27 and function. However, the COUNTY shall retain the right to administer the AGREEMENT so 28 as to verify that the CONSUL TANT is performing its obligations in accordance with the terms COUNTY OF FRESNO Fresno, California 12/29/20 37
1 and conditions thereof. 2 B. The CONSULTANT and the COUNTY shall comply with all applicable 3 provisions of law and the rules and regulations, if any, of governmental authorities having 4 jurisdiction over matters the subject thereof. 5 C. Because of its status as an independent contractor, the CONSULTANT shall 6 have absolutely no right to employment rights and benefits available to COUNTY employees. 7 The CONSUL TANT shall be solely liable and responsible for providing to, or on behalf of, its 8 employees all legally-required employee benefits. In addition, the CONSUL TANT shall be g solely responsible and save the COUNTY harmless from all matters relating to payment of the 10 CONSULTANT'S employees, including compliance with Social Security withholding and all 11 other regulations governing such matters. It is acknowledged that during the term of this 12 AGREEMENT, the CONSUL TANT may be providing services to others unrelated to the 13 COUNTY or to this AGREEMENT. 14 XXXV. DISCLOSURE OF SELF-DEALING TRANSACTIONS 15 This provision is only applicable if the CONSULTANT is operating as a corporation 16 (a for-profit or non-profit corporation) or if during the term of the AGREEMENT, the 17 CONSULANT changes its status to operate as a corporation. Members of the 18 CONSULTANT'S Board of Directors shall disclose any self-dealing transactions that they 19 are a party to while the CONSUL TANT is providing goods or performing services under the 20 AGREEMENT. A self-dealing transaction shall mean a transaction to which the 21 CONSUL TANT is a party and in which one or more of its directors has a material financial 22 interest. Members of the Board of Directors shall disclose any self-dealing transactions to 23 which they are a party, by completing and signing a Self-Dealing Transaction Disclosure 24 Form, attached hereto and incorporated as Exhibit J and submitting it to the COUNTY prior 25 to commencing with the self-dealing transaction or immediately thereafter. 26 XX.XVI. NOTIFICATION 27 All notices hereunder and communications regarding interpretation of the terms of 28 the AGREEMENT and changes thereto, shall be effected by the mailing thereof by COUNTY OF FRESNO Fresno, California 12/29/20 38
1 registered or certified mail, return receipt requested, postage prepaid, and addressed to the 2 COUNTY'S CONTRACT ADMINISTRATOR and the CONSULTANT'S Project Manager 3 identified on Pages 1 and 2 of this AGREEMENT. 4 XXXVII. NON-ASSIGNMENT 5 Neither party shall assign, transfer or sub-contract the AGREEMENT or any of its 6 respective rights or duties hereunder, without the prior written consent of the other party. 7 XXXVIII. CONSULTANT'S LEGAL AUTHORITY 8 Each individual executing or attesting the AGREEMENT on behalf of the 9 CONSUL TANT hereby covenants, warrants, and represents: (i) that he or she is duly 10 authorized by or in accordance with the CONSULTANT'S corporate by-laws to execute or 11 attest and deliver the AGREEMENT on behalf of the CONSUL TANT; and (ii) that the 12 AGREEMENT, once he or she has executed it, is and shall be binding upon such 13 corporation. 14 XXXIX. BINDING UPON SUCCESSORS 15 The AGREEMENT shall be binding upon and inure to the benefit of the parties and 16 their respective successors in interest, assigns, legal representatives, and heirs. 17 XL. INCONSISTENCIES 18 In the event of any inconsistency in interpreting the documents which constitute the 19 AGREEMENT, the inconsistency shall be resolved by giving precedence in the following 20 order of priority: (1) the text of the AGREEMENT (excluding Appendices); (2) Appendices 21 to the AGREEMENT. 22 XU. SEVERABILITY 23 Should any part of the AGREEMENT be determined to be invalid or unenforceable, 24 then the AGREEMENT shall be construed as not containing such provision, and all other 25 provisions which are otherwise lawful shall remain in full force and effect, and to this end 26 the provisions of the AGREEMENT are hereby declared to be severable. 27 XLII. TITLE VI, APPENDIX E 28 The CONSUL TANT shall abide by Appendix E of Title IX Assurances, attached as COUNTY OF FRESNO Fresno, California 12/29/20 39
1 Exhibit K to this AGREEMENT. 2 XLIII. FINAL AGREEMENT 3 Both of the above-named parties to the AGREEMENT hereby expressly agree that 4 the AGREEMENT constitutes the entire agreement which is made and concluded in 5 duplicate between the two parties with respect to the subject matter hereof and supersedes 6 all previous negotiations, proposals, commitments, writing, advertisements, publications, 7 and understandings of any nature whatsoever unless expressly included in this 8 AGREEMENT. In consideration of promises, covenants and conditions contained in the g AGREEMENT, the CONSULTANT and the COUNTY, and each of them, do hereby agree 10 to diligently perform in accordance with the terms and conditions of the AGREEMENT, as 11 evidenced by the signatures below. 12 \\\ 13 \\\ 14 \\\ 15 \\\ 16 \\\ 17 \\\ 18 \\\ 19 \\\ 20 \\\ 21 \\\ 22 \\\ 23 \\\ 24 \\\ 25 \\\ 26 \\\ 27 \\\ 28 COUNTY OF FRESNO Fresno, California 12129/20 40
cXHll:::SII A STATEMENT OF QUALIFICATIONS-Applied EarthWorks, Inc. Proposed Staff Years of Education/ Name Position Areas of Expertise Experience Certification Diana Dyste Prime Contact/ Contract and project management, 20 M.A. Principal Investigator state and federal regulatory RPA 39362477 compliance, agency consultation, data acquisition and analysis, ethnography, ground stone analysis, California prehistory, Native American outreach, technical reporting Prehistoric Archaeology/Tribal Outreach D. Gail Bellenger Senior Archaeologist Project management, California 15 M.A. prehistory, state and federal RPA 41587764 regulatory compliance Anna Hoover Senior Archaeologist Project management, data 23 M.S. acquisition and analysis, RPA 28576661 ethnography, Native American outreach, technical reporting Jessica Jones Crew Chief/ Archaeological survey and site 8 B.A. Staff Archaeologist documentation, testing and data recovery excavation, construction monitoring, preparation of ASR, GIS support Ward Stanley Field Supervisor/ Archaeological survey and site 10 B.A. Staff Archaeologist documentation, laboratory processing, construction monitoring, preparation of ASR Christina Navarro Laboratory Supervisor/ Laboratory processing and 8 B.A. Lead Field Technician cataloging, archaeological survey and site documentation, testing and data recovery excavation, construction monitoring Historical Archaeology/Architectural History/History M. Colleen Hamilton Principal Architectural California prehistory and history, 31 M.A. Historian/Historical historical archaeology and built RPA 10535 ArchaeologisUHistorian environment site evaluations and senior peer review of HRER and other technical documents Sam Gordenstein Senior Historical Archaeologist Archival and historical research, 14 Ph.D. historical archaeological site RPA 18104 evaluation, preparation of ASR and HRER Lisa Demarais Associate Architectural Archival and historical research, 3 MHP Historian/ Historian historical architectural site evaluation, preparation of HRER and other technical reporting County of Fresno On-Call Environmental Consultant Services for Various Public Works Projects
t::.XHll:::111 A STATEMENT OF QUALIFICATIONS-Applied EarthWorks, Inc. Years of Education! Name Position Areas of Expertise Experience Certification Amber Long Senior Architectural Historian/ Archival and historical research, 7 M.A. Historian historical architectural site evaluation, preparation of HRER and other technical reporting GIS Mapping, Cartography, and Spatial Modelling Michele Wienhold* GIS SpecialisUSpatial Modeler Buried site sensitivity modeling and 17 Ph.D. testing, GIS applications in RPA 33421061 archaeology, archaeological survey, testing and data recovery Paleontology Amy Ollendorf Principal Paleontologist CEQA and NEPA compliance 37 Ph.D. RPA -Management of paleontological 12588 inventory and evaluation studies; geoarchaeology Melissa Macias Senior Paleontologist Paleontology inventory and 5 M.S. resource impact assessments, technical reporting Chris Shi Associate Paleontologist Literature review, records search, 10 M.S. field survey, preparation of paleontological inventory reports and mitigation plans Report Production Susan Rapp Documents Production Senior copyeditor responsible for 34 B.S. Manager editing, design, and QA/QC of technical documents to meet federal, state, and local requirements Jennifer VanderSmith Documents Production Edits and produces technical 20 Assistant reports and other required documentation for cultural resource management projects County of Fresno On-Call Environmental Consultant Services for Various Public Works Projects
Sub Consultants Paleo Analytics, LLC Subconsultant, Lithic and Faunal Analysis EXHIBIT B Paleo Analytics, LLC, a certified Disadvantaged Business Enterprise, is an archaeological materials analysis firm specializing in the interpretation of lithic and fauna! assemblages for private cultural resource management consulting firms, government agencies, and university contracting arms. Principals Rebecca McKim and Douglas Harro each have more than 30 years experience in these fields. They spent many years working in California as technical specialists for Applied Earth Works and have analyzed site collections from across the state, including the Sierra Nevada, Central Valley, Coast Ranges, Southern California deserts, and the Modoc Plateau. Paleo Analytics qualifies as both a WOSB (Woman Owned Small Business) and an EDWOSB (Economically Disadvantaged Woman Owned Small Business). Richard Hughes, Ph.D. Subconsultant, Obsidian Analyst Richard Hughes (Ph.D.) will be contracted to perform obsidian studies, as necessary, for Applied Earth Works. Dr. Hughes is a specialist in archaeological method and theory, archaeometry, spectrometry, quantitative methods, and western North American prehistory. Over the past 40 years, he has conducted X-ray fluorescence for academic institutions and private contracting firms. X-ray fluorescence is the technical means to determine the source of obsidian materials found at archaeological sites. Dr. Hughes has completed numerous studies for Applied Earth Works in the past decades. Thomas Origer, M.A. Subconsultant, Obsidian Analyst Thomas Origer will be contracted to perform obsidian studies, as necessary, for Applied Earth Works. As the Director of the Obsidian Hydration Laboratory for the Anthropological Studies Center at Sonoma State University, Mr. Origer has supervised the hydration measurement and analysis of obsidian specimens from archaeological sites throughout the western United States. Hydration analysis is a relative dating technique applied to modified or hand-worked obsidian artifacts. As with Dr. Hughes, Applied Earth Works has successfully worked with Mr. Origer on numerous projects over the past 25 years.
Local Assistance Procedures Manual EXHIBIT C Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: County of Fresno 2. Contract DBE Goal: 4.0% 3. Project Description: On-Call Environmental Consultant Services 4. Project Location: 5. Consultant's Name: Applied Earthworks, Inc. 6. Prime Certified DBE: • 7. Description of Work, Service, or Materials 8.DBE Certification 9. DBE Contact Information 10. DBE% Supplied Number Lithic and Vertebrae Faunal Analysis 45319 Paleo Analytics, LLC Local Agency to Complete this Section 17. Local Agency Contract Number: 11. TOTAL CLAIMED DBE PARTICIPATION 4 % 18. Federal-Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and information on regardless of tier. Written confirmation of each listed DBE is this form is complete and accurate. required. ~/ D-/_:___, 05/15/2020 12. Preparer's Signature 13. Date Mary Baloian 559-229-1856 xl 11 14. Preparer's Name 15.Phone President 16. Preparer's Title DISTRIBUTION: Original -Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate fomiats. For infomiation call (916) 654-6410 or TDD (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 Page 1 of2 January 2019
Local Assistance Procedures Manual EXHIBIT D
Note: Mark-ups are Not Allowed
EXHIBIT 10-H2 COST PROPOSAL Page 1 of3
SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS)
(CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
Consultant Applied EarthWorks , Inc . 0 Prime Consultant D Subconsultant D 2nd Tier Subconsultant
Project No. County of Fresno -On-Call Contract No . Participation Amount $ TBD Date ------
Exhibit 10-H2
Cost Proposal
11 /30/2020
Fringe Benefit % General & Admninistrative % Combined Indirect Cost Rate (ICR) %
For Combined Rate 61.35 % I +
For Home Office Rate 0 .00% +
For Field Office Rate 0 .00% +
BILLING INFORMATION
Hourly Billing Rates2
Name/Job Title/Classification1
Straight3 OT(l.5x) OT(2x)
$ 127.40 NIA NIA
$ 133.77 NIA NIA Diana Dyste, Principal/Program $ 140.46 NIA NIA
M g r/Lab Dir, Exempt $ 147.48 NIA NIA
$ 154.86 NIA NIA
$ 181.95 NIA NIA
$ 191.04 NIA NIA Amy Ollendorf, Principal $ 200.59 NIA NIA
Pal e ontologist, Exempt $ 210 .62 NIA NIA
$ 221.16 NIA NIA
$ 159 .18 NIA NIA M . Colleen Hamilton, Principal . $ 167.14 NIA NIA
Architectural $ 175.50 NIA NIA
H istorian/Historian/Hi storical $ 184.27 NIA NIA
Archaeologist, Exempt $ 193.49 NIA NIA
$ 111.48 NIA NIA
$ 117.06 NIA NIA Gail Bellenger, Proj M g r $ 122.91 NIA NIA Archaeology/Field Superv ., Exempt $ 129.06 NIA NIA
$ 135.51 NIA NIA
LPP 15-01
OR
69 .08%
0.00%
0 .00%
Fee
CALCULATION INFORMATION
Effective Date of Hourly Rate Actual or Avg. %or$
From To Hourly Rate4 Increase
5/1/2020 4/30/2021 $ 48 .08
5/1/2021 4/30/2022 $ 50.48 5 .00%
5/1/2022 4/30/2023 $ 53 .00 5 .00%
5/1/2023 4/30/2024 $ 55.66 5.00%
5/1/2024 4/30/2025 $ 58.44 5 .00%
5/1/2020 4/30/2021 $ 68 .66 .
5/1/2021 4/30/2022 $ 72 .09 5.00%
5/1/2022 4/30/2023 $ 75 .70 5.00%
5/1/2023 4/30/2024 $ 79.48 5 .00%
5/1/2024 4/30/2025 $ 83.46 5.00%
5/1/2020 4/30/2021 $ 60 .07
5/1/2021 4/30/2022 $ 63 .07 5.00%
5/1/2022 4/30/2023 $ 66.23 5.00%
5/1/2023 4/30/2024 $ 69 .54 5 .00%
5/1/2024 4/30/2025 $ 73 .02 5.00%
5/1/2020 4/30/2021 $ 4 2 .07
5/112021 413012022 $ 44.17 5 .00%
5/1/2022 4/30/2023 $ 46 .38 5.00%
5/1/2023 4/30/2024 $ 48.70 5.00%
5/1/2024 4/30/2025 $ 51.14 5.00%
130.43%
0 .00%
0 .00%
15%
Hourly Range -
for Classifications Only
Not Applicable
Not Applicable
Not Applicable
Not Applicable
January 2020
Local Assistance Procedures Manual EXHIBIT D Exhibit 10-H2
$ 74.20 NIA NIA 5/1/2020 4/30/2021 $ 28 .00 Not Applicable Lisa Demarais, Project Mgr -$ 77 .91 NIA NIA 5/1/2021 4/30/2022 $ 29.40 5.00% Architectural $ 81.80 NIA NIA 5/1/2022 4/30/2023 $ 30 .87 5.00%
Hist/Historian/ Architectural $ 85 .89 NIA NIA 5/1/2023 4/30/2024 $ 32.41 5.00%
Historian, Exempt $ 90 .19 NIA NIA 5/1/2024 4/30/2025 $ 34.03 5.00%
$ 90.10 NIA NIA 5/1/2020 4/30/2021 $ 34.00 Not Applicable
-
Amber Long, Senior Architectural $ 94 .60 NIA NIA 5/1/2021 4/30/2022 $ 35.70 5.00%
Hist/Historian/ Architectural $ 99.33 NIA NIA 5/1/2022 4/30/2023 $ 37.49 5.00%
Historian, Exempt $ 104.30 NIA NIA 5/1/2023 4/30/2024 $ 39 .36 5.00%
$ 109.51 NIA NIA 5/1/2024 4/30/2025 $ 41.33 5.00%
$ 92.75 NIA NIA 5/1/2020 4/30/2021 $ 35.00 Not Applicable
$ 97.39 NIA NIA 5/1/2021 4/30/2022 $ 36 .75 5.00% Melissa Macias, Senior $ 102 .25 NIA NIA 5/1/2022 4/30/2023 $ 38 .59 5.00%
Paleontologist, Exempt $ 107.37 NIA NIA 5/1/2023 4/30/2024 $ 40.52 5.00%
$ 112 .74 NIA NIA 5/1/2024 4/30/2025 $ 42.54 5.00%
$ 109 .79 NIA NIA 5/1/2020 4/30/2021 $ 41.43 Not Applicable
$ 115 .28 NIA NIA 5/1/2021 4/30/2022 $ 43.50 5.00% Brian Kellogg, Project Controller, $ 121.04 NIA NIA 5/1/2022 4/30/2023 $ 45.68 5.00%
Exempt $ 127 .09 NIA NIA 5/1/2023 4/30/2024 $ 47.96 5.00%
$ 133.45 NIA NIA 5/1/2024 4/30/2025 $ 50.36 5.00%
$ 102 .76 NIA NIA 5/1/2020 4/30/2021 $ 38.78 Not Applicable
$ 107 .90 NIA NIA 5/1/2021 4/30/2022 $ 40.72 5.00% Susan Rapp, Production Manager, $ 113.30 NIA NIA 5/1/2022 4/30/2023 $ 42.75 5.00% Exempt $ 118 .96 NIA NIA 5/1/2023 4/30/2024 $ 44.89 5.00%
$ 124.91 NIA NIA 5/1/2024 4/30/2025 $ 47 .14 5.00%
$ 102.23 NIA NIA 5/1/2020 4/30/2021 $ 38 .58 Not Applicable
$ 107.35 NIA NIA 5/1/2021 4/30/2022 $ 40.51 5.00% Michelle Wienhold, Sen ior $ 112 .71 NIA NIA 5/1/2022 4/30/2023 $ 42.53 5.00% Archaeologist/GIS Manager, Exempt $ 118.35 NIA NIA 5/1/2023 4/30/2024 $ 44.66 5.00%
$ 124.27 NIA NIA 5/1/2024 4/30/2025 $ 46.89 5.00%
$ 79.50 NIA NIA 5/1/2020 4/30/2021 $ 30.00 Not Applicable -$ 83.47 NIA NIA 5/1/2021 4/30/2022 $ 31.50 5.00% Chris Shi, Senior Paleontologist, $ 87 .65 NIA NIA 5/1/2022 4/30/2023 $ 33.08 5.00% Exempt $ 92 .03 NIA NIA 5/1/2023 4/30/2024 $ 34.73 5.00%
$ 96 .63 NIA NIA 5/1/2024 4/30/2025 $ 36.47 5.00%
$ 97.49 $ 146.24 $ 194 .98 5/1/2020 4/30/2021 $ 36 .79 Not Applicable
$ 102.37 $ 153 .55 $ 204 .73 5/1/2021 4/30/2022 $ 38 .63 5.00% Kim Denny, Accounting Manager, $ 107.48 $ 161.23 $ 214.97 5/1/2022 4/30/2023 $ 40.56 5.00% Non-Exempt $ 112 .86 $ 169 .29 $ 225.72 5/1 /2023 4/30/2024 $ 42 .59 5.00%
$ 118.50 $ 177 .75 $ 237 .00 5/1/2024 4/30/2025 $ 44.72 5.00%
$ 72.00 $ 108 .00 $ 144.00 5/1/2020 4/30/2021 $ 27.17 Not Applicable
$ 75 .60 $ 113.40 $ 151.20 5/1/2021 4/30/2022 $ 28.53 5.00% Ward Stanley, Field Supervisor, Non-$ 79.38 $ 119.07 $ 158.76 5/1/2022 4/30/2023 $ 29.95 5.00% Exempt $ 83 .35 $ 125 .02 $ 166 .70 5/1/2023 4/30/2024 $ 31.45 5.00%
LPP 15-01 January 2020
Local Assistance Procedures Manual
Christina Navarro, Laboratory
Supervisor, Non-Exempt
Jessica Jones, Crew Chief, Non-
Exempt
TBA, Field Technician II , Non
Exempt
TBA, Field Technician I,
Non-Exempt
Jennifer Vandersmith, Production
Assistant, Non-Exempt
(Add pages as necessary)
NOTES:
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
87.52 $ 131.27 $
68.90 $ 103.35 $
72.34 $ 108.52 $
75.96 $ 113.94 $
79.76 $ 119.64 $
83 .75 $ 125.62 $
70.25 $ 105.38 $
73.76 $ 110.64 $
77.45 $ 116 .18 $
81.32 $ 121.98 $
85.39 $ 128.08 $
74.20 $ 111.30 $
77.91 $ 116.86 $
81.80 $ 122.71 $
85.89 $ 128.84 $
90.19 $ 135.28 $
63.60 $ 95.40 $
66.78 $ 100.17 $
70.12 $ 105.18 $
73.62 $ 110.44 $
77.30 $ 115.96 $
59.54 $ 89 .32 $
62.52 $ 93.78 $
65.65 $ 98.47 $
68.93 $ 103.39 $
72.38 $ 108.56 $
EXHIBIT D Exhibit 10-H2
175.03 5/1/2024 4/30/2025 $ 33.03 5.00%
137 .80 5/1/2020 4/30/2021 $ 26.00 Not Applicable
144.69 5/1/2021 4/30/2022 $ 27.30 5.00%
151.92 5/1/2022 4/30/2023 $ 28.67 5.00%
159.52 5/1/2023 4/30/2024 $ 30.10 5.00%
167.49 5/1/2024 4/30/2025 $ 31.60 5 .00%
140.50 5/1/2020 4/30/2021 $ 26.51 Not Applicable
147.53 5/1/2021 4/30/2022 $ 27.84 5.00%
154.90 5/1/2022 4/30/2023 $ 29.23 5.00%
162.65 5/1/2023 4/30/2024 $ 30.69 5.00%
170.78 5/1/2024 4/30/2025 $ 32.22 5.00%
148.40 5/1/2020 4/30/2021 $ 28.00 $ 26 .00 -$ 30.00
155 .82 5/1/2021 4/30/2022 $ 29.40 5.00% $ 27.30 -_$ 31.50
163.61 5/1/2022 4/30/2023 $ 30.87 5 .00% $ 28.67 -$ 33.08
171.79 5/1/2023 4/30/2024 $ 32.41 5.00% $ 30.10 -$ 34.73
180.38 5/1/2024 4/30/2025 $ 34.03 5.00% $ 31.60 -$ 36.47
127.20 5/1/2020 4/30/2021 $ 24.00 $ 22.00 -$ 26 .00
133.56 5/1/2021 4/30/2022 $ 25.20 5.00% $ 23.10 -$ 27.30
140.24 5/1/2022 4/30/2023 $ 26.46 5.00% $ 24.26 -$ 28.67
147.25 5/1/2023 4/30/2024 $ 27.78 5.00% $ 25.47 -$ 30.10
154.61 5/1/2024 4/30/2025 $ 29.17 5.00% $ 26.74 -$ 31.60
119.09 5/1/2020 4/30/2021 $ 22.47 Not Applicable
125.04 5/1/2021 4/30/2022 $ 23.59 5.00%
131.30 5/1/2022 4/30/2023 $ 24.77 5.00%
137.86 5/1/2023 4/30/2024 $ 26.01 5.00%
144.75 5/1/2024 4/30/2025 $ 27.31 5.00%
I. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**).All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.
2. The cost proposal format shall not be amended.
3. Billing rate= actual hourly rate• (I+ ICR) • (l+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. All
costs must comply with the Federal cost principles for reimbursement.
4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification.
LPP 15-01 January 2020
Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-K CONSULT ANT ANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required.) Consultant's Full Legal Name: Applied Earthworks, Inc. Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Indirect Cost Rate: Combined Rate 130 .43 % OR -----------Home Office Rate __________ % and Field Office Rate (if applicable) ________ % Facilities Capital Cost of Money _____ % (if applicable) Fiscal period * 01/01/2019-12/31/2019 * Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31; • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally-funded A&E Consultant Contracts. • All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization, and indirect cost rates have been disclosed as of the date of this certification. I am providing the required and applicable documents as instructed on Exhibit 10-A. Financial Management System: Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d); 23 CFR, Chapter 1, Part l 72.l l(a)(2); and all applicable state and federal rules and regulations. Our financial management system has the following attributes: • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost Page 1 of2 March 2018
Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification oflndirect Costs and Financial Management System accounts; • Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (F AHP) contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties-23 CFR Part 172. l l(c){4) • False Claims Act -Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally -Title 18 U.S.C. Section 1001 • Major Fraud Act -Title 18 U.S.C. Section 1031 All A&E Contract Information; • Total participation amount$ 2,000,000 on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is 5 ---• Years of consultant's experience with 48 CFR Part 31 is_2_5 __ _ • Audit history of the consultant's current and prior years (if applicable) • Cognizant ICR Audit • Local Gov't ICR Audit 0 Caltrans ICR Audit 0 CPA ICR Audit • Federal Gov't ICR Audit I, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section l 12(b)(2), 48 CFR Part 31, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name**: Jennifer L Barbee Title**: CAO/CFO Signature: _____________ _ Email**: jbarbee@appliedearthworks.com --------------------Date of Certification (mm/dd/yyyy): 03/30/2020 Phone Number**: 559-229-1856 x112 ** An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President, a Chief Financial Officer, or equivalent, who has authority to represent the financial information used to establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-Kforms. Ca/trans will not process local agency's invoices until a complete Exhibit I 0-Kform is accepted and approved by Ca/trans Audits and Investigations. Distribution: I) Original -Local Agency Project File 2) Copy -Consultant 3) Copy -Cal trans Audits and Investigations Page 2 of2 March 2018
Local Assistance Procedures Manual EXHIBIT F Exhibit 10-S Consultant Performance Evaluation Exhibit 10-S Consultant Performance Evaluation 1. PROJECT DAT A 2. CONSULTANT DATA la. Project (include title, location, and Activity/CIP No.) 2a. Consultant Name and Address lb. Brief Description of Project (design, study, etc.) 2b. Consultant's Manager le. Budget Cost for Project: $ 2c. Phone: -3. AGENCY DEPARTMENT/SECTION RESPONSIBLE 3a. Department (include section and division) 3b. Agency Project Manager (name & phone) 4. CONTRACT DATA (Engineering Services) 4a. Contract No.: Termination date: Base Fee: $ Agreement date: Date terminated: Contingency: $ 4b. Amendment $ I # $ I # (Total Value) (Initiated by Agency) (Total Value) (Initiated by Agency) 4c. Change Order $ I # $ I # (Total Value) (Initiated by Agency) (Total Value) (Initiated by Agency) 4d. Total Fee per Agreement (4a. + 4b. + 4c.) $ Total Fee Paid $ (Do not include Contingency Listed in 4a.) 4e. Type of 4f. Historical Record of Key Submittal Dates (enter date or n/a if not applicable) Services Preliminary 30% 70% 90% 100% (Design, study, Per Agreement etc.) Delivery Date Acceptance Date 4j. Reasons for Change Orders: (Indicate total for each reason) 4g. Notice To Proceed (date) Errors/Omissions $ % of Base Fee Unforeseen Conditions $ % of Base Fee 4h. Number of Days (number) Changed Scope $ % of Base Fee Changed Quantities $ % of Base Fee 4i. Actual Number of Days (number) Program Task Options $ % of Base Fee 5.OVERALL RATING (Complete Section II on reverse, include comments as appropriate.) Outstanding Above Average Below Poor Average Average 5a. Plans/Specifications accuracy 5b. Consistency with budget 5c. Responsiveness to Agency Staff 5d. Overall Rating 6. AUTHORIZING SIGNATURES 6a. Agency Design Team Leader Date: 6b. Agency Project Manager Date: 6c. Agency Public Works Manager Date: 6d. Consultant Representative Date: See Reverse Side LPP 13-01 Final 0.00% 0.00% 0.00% 0.00% 0.00% NIA Page 1 of2 May 8, 2013
Local Assistance Procedures Manual PLANS/SPECIFICATIONS Outstanding Above ACCURACY Avg. Plans Specifications clear and concise Plans/Specs Coordination Plans/Specs properly formatted Code Requirements covered Adhered to Agency Standard Drawings/Specs Drawings reflect existing conditions As-Built Drawings Quality Design Change Orders due to design deficiencies arc minimized Section Ill Item ____ _ Item ____ _ Item ____ _ Item ____ _ Item ____ _ Item ____ _ *Indicates supporting documentation attached. LPP 13-01 EXHIBIT F Avg. Below Poor NIA Responsiveness Outstanding Avg. To Staff Timely Responses Attitude toward Client and review bodies Follows directions and Chain of responsibility Work product delivered on time Timeliness in notifying Agency of major problems Resolution offield Problems Consistency with budget Reasonable Agreement negotiation Adherence to fee schedule Adherence to project Budget EXPLANATIONS AND SUPPLEMENTAL INFORMATION (Attach additional documentation as needed) Exhibit 10-S Consultant Performance Evaluation Above Avg. Avg. On-Call Environm Appl ed E, Below Avg. ntal Co rthw Poor NIA sultant ervices Drks, Inc. Page 2 of2 May 8, 2013
EXHIBIT G Fiscal Year 2020/2021 California Department of Transportation Debarment and Suspension Certification As required by U.S. DOT regulations on governmentwide Debarment and Suspension (Nonprocurement), 49 CFR 29.100: 1) The Applicant certifies, to the best of its knowledge and belief, that it and its contractors, subcontractors and subrecipients: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b) Have not, within the three (3) year period preceding this certification, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) transaction or contract under a public transaction, violation of Federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, state, or local) with commission of any of the offenses listed in subparagraph (l)(b) of this certification; and d) Have not, within the three (3) year period preceding this certification, had one or more public transactions (Federal, state, and local) terminated for cause or default. 2) The Applicant also certifies that, if Applicant later becomes aware of any information contradicting the statements of paragraph ( 1) above, it will promptly provide that information to the State. 3) If the Applicant is unable to certify to all statements in paragraphs (1) and (2) of this · certification, through those means available to Applicant, including the General Services Administration's Excluded Parties List System (EPLS), Applicant shall indicate so in its applications, or in the transmittal letter or message accompanying its annual certifications and assurances, and will provide a written explanation to the State. January 2020
EXHIBIT G DEPARTMENT OF TRANSPORTATION DEBARMENT AND SUSPENSION CERTIFICATION FISCAL YEAR 2020/2021 SIGNATURE PAGE In signing this document, I declare under penalties of perjury that the foregoing certifications and assurances, and any other statements made by me on behalf of the Applicant are true and correct. Signature ______________ _ Date --------Printed Name _____________ _ As the undersigned Attorney for the above named Applicant, I hereby affirm to the Applicant that it has the authority under state and local law to make and comply with the certifications and assurances as indicated on the foregoing pages. I further affirm that, in my opinion, these certifications and assurances have been legally made and constitute legal and binding obligations of the Applicant. I further affirm to the Applicant that, to the best of my knowledge, there is no legislation or litigation pending or imminent that might adversely affect the validity of these certifications and assurances or of the performance of the described project. AFFIRMATION OF APPLICANT'S ATTORNEY For _________________ (Name of Applicant) Signature Date _______ _ Printed Name of Applicant's Attorney _______________ _ January 2020
1 2 3 4 5 In the matter of EXHIBIT H File ffl5123 February 231 1999 Resolution U99-086 BEFORE THE BOARD OF SUPERVISORS OF THE COUNTY OF FRESNO STATE OF CALlFORNIA r :·. ) Adaption of Standard Conflict of Interest 6 Code far All County Departments. Resolution #99-086 7 8 Whereas, the Political Reform Act, Government Code section B1000 et seq .• 9 requires state and local government agencies to adopt and promulgate conflict of Interest 1 O codes; and 11 Whereas, the Fair Political Practices Commission has_ adopted a regulation, 2 12 California Code of Regulations section 18730, which contains the terms -of a standard 13 conflict of interest code, and which may be amended by the Fair Political Practices 14 Commission after public notices and hearings to conform to amendments to the Politlcal 15 Reform Act; and 16 17 18 19 20 21 22 Whereas, any local agency may incorporate th[s standard conflict of interest code, and -thereafter need not amend -the text of its code to conform to future amendments to the Politlcal Reform Act or its regulations; and Whereas. the Board of Supervisors Is the code reviewing body for all County departments except courts; and Whereas1 the Board of Supervisors may adopt the standard conflict of interest code on behalf of all County departments. Now therefore ~e it resolved, that the terms of 2 California Code of Regulations 23 section 18730, and any amendments to it duly adopted by the Fair Political Practices 24 Commission, are hereby incorporated by reference and. along with the Exhibits A and B 25 approved previously, today, or in the future, by this Board for each County department, in 26 which officers and employees are designated and disclosure categories are set forth, 27 28 1
1 2 3 EXHIBIT H constitute the conflict of interest codes of each County department except courts. Conflict of Interest forms shall be filed as follows: 1. As required by Government Code Section 87500, subdivision (e}, the 4 County Administrative Officer, District Attorney, County Counsel, and Auditor-5 Controllerlfreasurer-Tax Collector shall file one original of their statements with the County 6 Clerk, who shall make and retain copies and forward the origina1s to the Fair Political 7 Practices Commission, which shall be the filing officer. The County Administrative Officer, 8 Disbict Attorney, County Counsel, and Auditor-Controllerffreasurer-Tax Collector shall also 9 file one copy of their statements with the Clerk to the Board of Supervisors. 10 2. As requlred by Government Code section 87500, subdivision 0). all other 11 department heads shall file one original of their statements with their departments. The filing 12 officer of each department shall make and retain a copy of the department head's statement 13 and shall forward the orlglnal to the Clerk to the Board of Supervisors. 14 3. All other designated employees shall file one original of their statements with their departments. 15 1-6 17 All statements shall be public records and sha\l be made available for public inspection and reproduction. (Gov. Code, § 81008.) 18 19 20 21 22 23 Adopted at a regular meeting of the Board of Supervisors, held on the 23rd day of February • 19..12._, by the following vote, to wit: Ayes: Supervisors Koligian, Case, Arambula, olcen, Levy 24 ATTEST: Noes: None Absent: None SHARI GREENWOOD, CL'ERK 25 BOARD OF SUPERVISORS 26 )r '""'' 21•,,u~~ eputy · 28 File fl 15123 Agenda -il28 Resolution f/99-086 2
EXHIBIT H EXHIBIT II N' PUBLIC WORKS AND PLANNING Classification Accountant I / II /Senior/ Supervising Architect BuHding Inspector I/ JJ Building Plans Engineer Capital Projects Division Manager Chief Accountant Chief Building Inspector Chief of Field Surveys Community Development Manager Consultant Deputy Director of Planning Deputy Director of Public Works Development Services Manager Director of Public Works and Planning Disposal Site Supervisor Engineer I / II / Ill Reid Survey Supervisor Geologist I / II / Ill Housing Rehabilitation Specialist I / IJ / Ill Parks and Grounds Superintendent Planner I / II / Ill / Senior/ Principal' Principal Accountant Principal Engineer Principal Housing Rehabilitation Specialist Category 2,3 1 1 1 1 1 1 1 1 • 1 1 1 1 2,3 1 1 1 1 2,3 1 1 1 1
EXHIBIT H Classification Public Works Division Engineer Real Property Agent-Assistant/ Associate/ Senior Real Property Manager Resources Manager Road Maintenance Supervisor R~ad Superintendent Senior Architect Senior Economic Development Analyst Senior Engineer Senior Engineering Technician Senior Geologist Senior Information Technology Analyst Staff Analyst I / II / Ill /Senior/ Prlncipal Staff Analyst 1-A I II-A / I II-A Supervising Building Inspector SupeIVlslng Engineer Supervising Land Surveyor Supervising Water/Sewer Specialist Systems and Procedures Analyst I / II / Ill / Senior Systems and Procedures Manager Traffic Maintenance Supervisor Category 1 1 1 1 2,3 2,3 1 1 1 1 1 1 1 1 1 1 1 2,3 1 1 2,3 * Consultants shall be Included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in the code subject to the following limitation: The Director of Public Works and Planning may determine in writing that a particular consultant, although a "designated position," Is hired to perform a rang~ of duties that is limited in scope and thus is not required lo fully comply with the disclosure requirements in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Director of Public Works and Planning's determination is a public record and shall be retained for public inspection fn the same manner and location as this conflict of interest code.
EXHIBIT H EXHIBIT "B" PUBLIC WORKS AND PLANNING 1. Persons in this category must disclose all investments, interests in real property and income, and business positions. Financial interests are reportable only if located within or subject to the jurisdiction of Fresno· Oountyi or ·if the business entity· is-· doing business or planning to do business in the jurisdiction, or has done business within the jurisdictioh at any-tiin'e during the two years prio'ftd ··the filing of the stafeiiieinl Real · property shall be deemed to be within the "jurisdiction" of the County if it is located within or not more than two miles outside the boundaries of the County (including its incorporated cities), or within two miles of any land owned or used by the County. 2. Persons in this category shall disclose all investments in, income from, and business positions with any business entity which. within the last two years, has contracted or in the future may forseeably contract with Fresno County through its Publiq Works and Planning Department,.Solid Waste Commissions within the jurisdictlon1 or to any other joint powers agency which Fresno County Is a member to provide service~. supplies1 materia]s, machinery, or equipment to the County. 3. Persons in the category shall disclose all interests in real property within the jurisdiction. Real Property shall be deemed to be within the jurisdiction if the property or any part of it Is located within or not more than two miles outside the boundaries of Fresno County {including its incorporated cities) or within two mile of any land owned or operated by the County. Applied Earthworks, Inc. acknowledges receipt of Resolution #99-086 Conflict of Interest Code /7(1 i5.J~ Mc:iry Baloian, Ph.D., RP_A 15189 Applied EarthWorks, Inc. May 15, 2020
Local Assistance Procedures Manual EXHIBIT I EXHBIT 10-Q Disclosure of Lobbying Activities EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: [;I 4. 6. 8. IO. a. contract • a. bid/offer/application D a. initial b. grant b. initial award c. cooperative agreement c. post-award d. loan e. loan guarantee f. loan insurance Name and Address of Reporting Entity D Prime D Subawardee Tier ___ , ifknown Congressional District, if known Federal Department/ Agency: Federal Action Number, if known: Name and Address of Lobby Entity (If individual, last name, first name, MI) b. material change For Material Change Only: year__ quarter ___ _ date of last report ___ _ 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Congressional District, if known 7. Federal Program Name/Description: CFDA Number, if applicable ________ _ 9. Award Amount, if known: 11. Individuals Performing Services (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) $ On-Call Envirc D actual D planned 13. Form of Payment (check all that apply): B a. cash b. in-kind; specify: nature ______ _ Value ------14. Type of Payment (check all that apply) a. retainer b. one-time fee c. commission d. contingent fee e deferred f. other, specify __________ _ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: 16. Continuation Sheet(s) attached: (attach Continuation Sheet(s) if necessary) Yes D No D Signature: __ Iii __ ~-----------Print Name: Jennifer L. Barbee ---------------17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure oflobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Telephone No.: 559-229-1856 xl 12 Date: 5/22/2020 Federal Use Only: Distribution: Orig-Local Agency Project Files LPP 13-01 Standard Fonn LLL Rev. 04-28-06 Authorized for Local Reproduction Standard Form -LLL Page 1 May 8, 2013
Local Assistance Procedures Manual EXHIBIT I EXHBIT 10-Q Disclosure of Lobbying Activities INSTRUCTIONS FOR COMPLETING EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTMTJES This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient at the initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered federal action for which lobbying activity is or has been secured to influence, the outcome of a covered federal action. 2. Identify the status of the covered federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered federal action. 4. Enter the full name, address, city, state, and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates ifit is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to: subcontracts, subgrants, and contract awards under grants. 5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state, and zip code of the prime federal recipient. Include Congressional District, if known. 6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the federal program name or description for the covered federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments. 8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number, the application/proposal control number assigned by the federal agency). Include prefixes, e.g., "RFP-DE-90-001 ." 9. For a covered federal action where there has been an award or loan commitment by the Federal agency, enter the federal amount of the award/loan commitments for the prime entity identified in item 4 or 5. 10. Enter the full name, address, city, state, and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered federal action. 11. Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (Ml). 12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 13. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 14. Check all boxes that apply. If other, specify nature. 15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal officials. Identify the federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted. 16. Check whether or not a continuation sheet(s) is attached. 17. The certifying official shall sign and date the form, and print his/her name title and telephone number. Public reporting burden for this collection of information is estimated to average 30-minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF-LLL-Instructions Rev. 06-04 LPP 13-01 Page2 May 8,2013
EXHIBIT J SELF-DEALING TRANSACTION DISCLOSURE FORM (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to) (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a) (5) Authorized Signature Signature: Date:
EXHIBIT J SELF-DEALING TRANSACTION DISCLOSURE FORM INSTRUCTIONS In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor''), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing the disclosure form. (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. ( 4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Codes. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).
EXHIBIT K Appendix E of the Title VI Assurances (US DOT Order 1050.2A) During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: ' Pertinent Nondiscrimination Authorities: • litle VI of the Civil Rights Act of 1964 (42 U .S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U .S.C. § 4601 ), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U .S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U .S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U .S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U .S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of litle VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of -1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not); • litles 11 and 111 of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
EXHIBIT K • The Federal Aviation Administration's Nondiscrimination statute {49 U.S.C. § 47123) {prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency {LEP). To ensure compliance with litle VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs {70 Fed. Reg. at 74087 to 74100); • litle IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities {20 U .S.C. 1681 et seq).