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HomeMy WebLinkAboutAgreement_Rincon.pdfC 1 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 FRESN Fresno, California 11/19/20 CONSUL TANT AGREEMENT THIS AGREEMENT for specialized professional Environmental Consultant Services, ~reinafler referred lo as the "AGREEMENT,'' is made and entered into this t}:2.day of \ v~ 2021, by and between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter referred to as the "COUNTY"; and Rincon Consultants, Inc., a California Corporation, whose address is 7080 N. Whitney Avenue, Suite 101, Fresno CA 93720, hereinafter referred to as the "CONSUL TANT". WITNESS ETH WHEREAS, the COUNTY desires to retain the CONSULTANT to provide on-call specialized professional environmental consulting services to assist COUNTY in complying with federal and state environmental laws, regulations and guidelines as necessary for road, bridge, landfill and capital improvement projects (hereinafter referred to as "PROJECT(S)" proposed by the COUNTY; and WHEREAS, said CONSULTANT has been selected in accordance with the COUNTY'S Ordinance Code Chapter 4.10 governing the selection of architects, engineers, and other professionals, and in accordance with Chapter 10 of the Local Assistance Procedures Manual (LAPM) issued by the California Department of Transportation (CAL TRANS), to provide the environmental consulting services necessary for the PROJECTS; and WHEREAS, the individual listed below Erin Haagenson, Senior Staff Analyst 2220 Tulare Street, 6th Floor, Fresno, CA 93721 559-600-9908 ehaagenson@fresnocountyca.gov is designated as the CONTRACT ADMINISTRATOR for the AGREEMENT on behalf of the COUNTY, and shall remain so unless the CONSULTANT is otherwise notified in writing by the COUNTY'S Director of Public Works and Planning or his/her designee (hereinafter referred to as ·"the DIRECTOR"); and 1 1 WHEREAS, the individual listed below 2 Richard Daulton, Vice President 3 7080 N. Whitney Ave, Suite 101 4 Fresno, CA 93720 5 (559) 228-9925 6 rdaulton@rinconconsultants.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 1 o not be unreasonably withheld; and 11 WHEREAS, said AGREEMENT is subject to49 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 CONSUL TANT as an independent 21 contractor to provide all environmental consultant services required for the PROJ ECT(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 CONSULTANT. 28 COUNTY OF FRESN Fresno, California 11/19/20 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 CONSUL TANT 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 CONSULTANT without notification to and prior approval by the COUNTY'S CONTRACT 7 ADMINISTRATOR. 8 D. The CONSULTANT may retain, as subconsultants, specialists as the g CONSULTANT 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 8, 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 CONSULTANT 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 CONSULTANT. The CONSULTANT 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)forwhich the CONSULTANT provides services 26 hereunder. The CONSULTANT 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT agrees to provide the professional services that are 18 necessary for each PROJECTwhen expressly authorized in writing by the COUNTY'S 19 CONTRACT ADMINISTRATOR. Such work by the CONSULTANT shall not begin until the 20 CONSULTANT 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 Ill. CONSULTANT'S SERVICES 24 The CONSULTANT 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 CONSULTANT agrees that each professional or COUNTY OF FRESN Fresno, California 11/19120 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 CONSULTANT 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 CONSULTANT shall ascertain the requirements for Technical Reports g 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 forthe 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 FRESN Fresno, California 11/19120 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT shall verif 18 compatible format and quantity prior to final delivery. 19 20 B. 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 CEQ 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 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 g existing schematic layout of PROJECT(S). 10 2. The CONSULTANT 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 CONSULTANT shall provide surveying, if needed, for the PROJECT(S). The CONSULTANT 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 CONSUL TANT 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 forthe 27 COUNTY submittal to outside agencies. 28 IV. OBLIGATIONS OF COUNTY COUNTY OF FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSUL TANT 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 CONSULTANT given by the COUNTYwill 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 g performance. The CONSULTANT shall commence work promptly after receipt of a notice 10 to proceed issued by the COUNTY'S CONTRACT ADMINISTRATOR. 11 B. The CONSULTANT 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 CONSULTANT 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 CONSULTANT, 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 FRESN Fresno, California 11/19120 9 1 expressed or implied, that any Task Order will be assigned to CONSULTANT or that 2 CONSULTANT 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 CONSULTANT 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 g exceed the NTE Sum, and CONSULTANT shall not enter into a Task Order that exceeds 10 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 CONSULTANT 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 CONSULTANT and by 23 subconsultants of the CONSULTANT 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 FRESN Fresno, California 11/19/20 10 1 Article VI, Section B, Paragraph 3. The CONSULTANT 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 u_nless 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 AGREEMENTthat are not listed in Exhibit D shall be borne by the CONSULTANT. 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 CONSULTANT 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 FRESN Fresno, California 11119/20 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/rreasurer· 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 CONSULTANT 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 CONSUL TANT fees in the disputed amount to be withheld by the COUNTY. 26 5. Concurrently with the invoices, the CONSULTANT 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 FRESN Fresno, California 11/19/20 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 1 o under the AG REEM ENT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT and will identify the 21 PROJECT-specific prerequisites (such as successful completion of a PROJECT phase, as 22 an exam pie) 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT 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 g 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 CONSULTANT, 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 CONSULTANT the repayment to the COUNTY of any funds 22 disbursed to the CONSULTANT 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 CONSUL TANT 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 FRESN Fresno, California 11/19/20 14 1 AGREEMENT terminated at any time by giving the CONSULTANT 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 CONSULTANT prior to receipt 5 of written notification of such non-allocation of sufficient funding. 6 F. In the event of termination, CONSULTANT 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 AGREEMENTwere 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT must meet the procedural requirements specified 22 in 49 CFR Section 26.53(f). If a DBE subconsultant is unable to perform, CONSULTANT 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 CONSULTANT shall sign the Certification of Contract Costs and Financial Management COUNTY OF FRESN Fresno, California 11/19/20 16 1 System, attached hereto and incorporated herein as Exhibit E. 2 B. The CONSULTANT 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 CONSULTANT 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 CONSULTANT warrants, by execution of the AGREEMENT, that the 14 CONSULTANT 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 CONSULTANT 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 AGREEMENTwithout 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 CONSULTANT. 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 FRESN Fresno, California 11/19/20 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 CONSULTANT'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, g 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 CONSULTANT from full and timely performance, in accordance with the terms 22 of the AGREEMENT. 23 D. The CONSULTANT and subconsultant agreements, including cost proposals 24 and indirect cost rates (IC-R), 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 FRESN Fresno, California 11/19/20 18 1 of a CPA ICR Audit Workpaper Review, it is the CONSULTANT'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 CONSUL TANT 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 CONSULTANT to incorporate audit or review recommendations, or to 9 ensure that the federal, state, COUNTY, or local governments have access to CPA 10 workpapers, will be considered a breach of the AGREEMENT terms and cause for 11 termination of the AGREEMENT and disallowance of prior reimbursed costs. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY OF FRESN Fresno, California 11/19/20 E. CONSUL TANT'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 CONSULTANT 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 CONSUL TANT 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 CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); GAS (Cost Accounting Standards), if applicable; in accordance with 19 1 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT's and/or the independent CPA's revisions. 3. If the CONSULTANT 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 ICR for reimbursement purposes under this AGREEMENT. 4. CONSULTANT 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 CONSULTANT 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 CONSULTANT, 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 CONSULTANT. 16 B. In the spirit of cooperation between the COUNTY and the CONSULTANT, 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 matter~ 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 CONSUL TANT 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 FRESN Fresno, California 11/19120 21 1 1 all parties, be submitted to a panel of three (3) for a recommended resolution. The 2 CONSULTANT 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 g 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 CONSULTANT 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 A. The CONSULTANT 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 CONSULTANT and any Subconsultant shall relieve the 8 CONSULTANT of any of its responsibilities and obligations hereunder. The CONSULTANT 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 forthe 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 CONSULTANT, 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT shall maintain an inventory of all nonexpendable g 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 CONSULTANT 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 CONSULTANT, 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 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 FRESN Fresno, California 11/19/20 A. The CONSUL TANT shall comply with Occupational Safety and Health Administration (OSHA) regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT 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. CONSUL TANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 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 COUNTY'S CONTRACT ADMINISTRATOR. 12 e. In the event the CONSULTANTfails 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 CONSULTANT 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 CONSULTANT, 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 CONSULTANT 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 FRESN Fresno, California 11119/20 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 CONSULTANT for the PROJECT 11 to the fullest extent permitted by law. In this regard, the CONSULTANT 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 CONSULTANT 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 CONSUL TANT or anyone claiming any right through the CONSUL TANT. The 24 CONSULTANT 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 CONSULTANT, 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 FRESN Fresno, California 11/19/20 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 CONSULTANT, either alone or jointly 6 with others, that result from the tasks assigned to the CONSULTANT 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 111, 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 CONSULTANT to the COUNTY. 16 E. Documents, including drawings and specifications, prepared by the 17 CONSULTANT 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 CONSULTANT. 22 The electronic files provided by the CONSULTANT 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 CONSULTANT and will be 26 corrected as part of the CONSULTANT'S "Basic Scope of Work." 27 F. The CONSULTANT 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 FRESN Fresno, California 11/19/20 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 CONSULTANT. 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 CONSULTANT 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 30 1 protected by the CONSULTANT 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 CONSUL TANT to 4 further disclose such information, or disseminate the same on any other occasion. 5 C. The CONSULTANT 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 CONSULTANT shall not issue any news release or public relations item 1 o 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 CONSULTANT 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 CONSULTANT 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 CONSULTANTto 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 B. During the performance of this AGREEMENT,CONSULTANTand 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. CONSULTANT 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. CONSULTANT 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 CONSULTANT 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 CONSULTANT 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, CONSULTANT, subconsultant or COUNTY OF FRESN Fresno, California 11/19/20 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 CONSULTANT responsibility. Disclosures must 20 indicate to whom exceptions apply, initiating agency, and dates of action. 21 C. Exceptions to the Federal Government Excludeq 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 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 Hand 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT hereby certifies that neither the CONSULTANT, 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 CONSULTANT 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 FRESN Fresno, California 11/19/20 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 CONSULTANT warrants that this AGREEMENTwas 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 AGREEMENTwithout 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 CONSULTANT shall sign the lobbying forms, attached hereto and 16 incorporated herein as Exhibit I, as required by the instructions found on each form. 17 B. The CONSULTANT certifies to the best of his or her knowledge and belief 18 that: 19 1. No state, federal or COUNTY appropriated funds have been paid, or 20 will be paid by or on behalf of the CONSULT ANT 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT 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 employee 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 CONSULTANT 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 CONSULTANT is performing its obligations in accordance with the terms COUNTY OF FRESN Fresno, California 11/19/20 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 CONSUL TANT shall 6 have absolutely no right to employment rights and benefits available to COUNTY employees. 7 The CONSULTANT shall be solely liable and responsible for providing to, or on behalf of, its 8 employees all legally-required employee benefits. In addition, the CONSULTANT 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 CONSULTANT may be providing services to others unrelated to the 13 COUNTY orto 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 CONSULTANT is providing goods or performing services under the 20 AGREEMENT. A self-dealing transaction shall mean a transaction to which the 21 CONSULTANT 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 XXXVI. 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 FRESN Fresno, California 11/19/20 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 CONSULTANT 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 CONSULTANT shall abide by Appendix E of Title IX Assurances, attached as COUNTY OF FRESN Fresoo, California 11/19/20 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 CONSUL TANT 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 FRESN Fresno, California 11/19/20 40 EXHIBIT A Key Personnel 2 Key Personnel Rincon has assembled a team of highly qualified individuals with extensive experience preparing CEQA and NEPA documentation for public works projects. Key members of the project team, their _ responsibilities, and similar project experience are described below with their roles illustrated on the organization chart in section 2.4. Resumes for all team members are included as Appendix A. 2.1 Principal Contacts Richard Daulton, MURP I Vice President/Principal Education: MURP,_ Urban and Regional Planning, University of California, Irvine BA, Economics, University of California, San Diego Role: Contract Administrator Mr. Daulton oversees planning and environmental projects throughout California, with many projects in the San Joaquin Valley region, including Fresno County. He has 24 years of experience in the planning profession with an emphasis on environmental planning. His planning skills are supported by a strong background in technical environmental and economic analysis. He manages a range of CEQA and NEPA documentation projects for transportation projects and has successfully combined environmental analysis and planning techniques to guide agencies through complex studies and controversial programs, entitlement, and planning projects. He has served as the contract administrator for Rincon's current five-year on-call contract with the County. Colby Boggs I Principal/Senior Ecologist Education: MS, Botany, California State University, Chico BS, Ecology and Evolution, University of California, Santa Barbara Role: Principal-in-Charge Mr. Boggs has over 20 years of experience specialized in ecological systems. His thorough knowledge of the CEQA/NEPA process and environmental protection laws is instrumental on public works projects, in particular transportation infrastructure, because he can streamline the environmental review process and make sure public agencies maintain compliance with regulatory permits. He was the primary author of several natural environmental studies for road and bridge projects throughout California in accordance with Caltrans standards, including District 6. He has managed several compliance programs in the Central Coast region with the most cost effective and technically feasible approach available. He has professional experience as a botanist, ecologist, wetlands specialist, and biological sciences educator and researcher. His duties at Rincon include biological field surveys for special status species, habitat and plant community mapping, wetlands assessments, biological resources analyses, construction and mitigation monitoring, conservation planning, regulatory compliance, and the preparation of biological reports, environmental documents and permit applications in support of CEQA, NEPA, Porter-Cologne Water Quality Control Act, Fish and Game Code 1600 et seq., Clean Water Act, and state and federal Endangered Species Acts. He has successfully managed several On-Call contracts for Rincon, including our current On-Call contract with Fresno County and recently completed Caltrans D6 On-Call contract. Rincon Consultants, Inc. 5 EXHIBIT A Key Personnel Eric VonBerg, MRP I Senior Project Manager Education: MRP, University of Massachusetts, Amherst BA, Social Ecology, University of California, Irvine Role: Project Manager, CEQA/NEPA Lead Mr. Von Berg has 30 years of experience in environmental, infrastructure, land use, and transportation planning at the local, county, regional, and state level. His most recent responsibilities include managing Rincon's Fresno office and the firm's planning and environmental services in Fresno. Throughout his career he has successfully managed numerous on-call environmental and planning contracts, as well as managed large technical teams on master-, program-, and project-level Environmental Impact Reports. This includes several on-call contracts for Fresno County over the last two decades. Mr. Von Berg's current and completed projects include the City of Fresno Southwest Green Trail, Clovis Water Quality Report for Villa Avenue, FCOG's Circuit Planner and Engineer Program, On-Call Environmental and Planning Services for Reedley and the City of San Joaquin; Kerman General Plan Update, Background Report and EIR; and San Joaquin Council of Governments and Kings County Association of Governments Regional Transportation Plan/Sustainable Communities Strategy Program El Rs. His previous experience includes working for the County of Fresno as a Senior Planner for Current Planning. His broader experience includes working on numerous highway projects as a Senior Planner and Office Chief for Caltrans Central Region Environmental. His San Joaquin Valley planning experience started in the 1990s while at the County of Fresno managing its General Plan and the Williamson Act for the County along with CEQA and NEPA duties. He is also experienced in conducting Visual Impact Assessments {VIA), Community Impact Assessments (CIA), and farmland assessments including using LESA. Shannon Carmack I Principal/ Architectural Historian Education: BA, History, emphasis in American History, California State University, Long Beach AA, Anthropology, Orange Coast College, California Role: Principal Archtectural Historian Ms. Carmack has more than 20 years of professional experience providing cultural resources management and historic preservation planning for large-scale and high-profile projects. She has worked throughout California in numerous sectors including local planning, development/construction, public utilities, Department of Defense, transportation, recreation, and education. Ms. Carmack prepares documentation to satisfy CEQA/NEPA, Section 106, and Local Historic Preservation Ordinances. She also provides reports and studies that are in compliance with the Secretary of the Interior's Standards for the Treatment of Historic Properties and the California Historic Building Code. She has developed and implemented successful mitigation for countless projects that included Historic American Building Survey documentation, oral histories, and interpretive programs. Ms. Carmack meets and exceeds requirements in the Secretary of the Interior's Professional Qualification Standards in Architectural History and History. Christopher Duran, RPA I Principal/Archaeologist Education: MA, Anthropology, Northern Arizona University BS, Anthropology-Cultural Resources Management, California State Polytechnic University, Pomona Certification: Registered Professional Archaeologist (ID# 415730) Role: Principal Archeologist Mr. Duran has over 12 years of professional experience and has worked extensively in California, including Fresno County. Chris meets and exceeds the Secretary of the Interior's Professional Rincon Consultants, Inc. 6 C EXHIBIT A Key Personnel Qualification Standards and is listed on the Register of Professional Archaeologists. Mr. Duran has conducted numerous cultural resources investigations in support of CEQA and Section 106 of the National Historic Preservation Act, including for Caltrans local assistance projects and understands the nuance and intricacies of managing cultural resources tasks associated with these projects. Mr. Duran's experience includes Phase I, II, and Ill investigations, cultural resources monitoring studies, tribal consultation, AB 52 consultation assistance, SB 18 consultation assistance, and 3rd party reviews. Mr. Duran has also been involved in Native American consultation with tribes located in San Bernardino County and has assisted several local agencies and developers through the consultation processes related to Section 106 of the National Historic Preservation Act and Assembly Bill 52. Mr. Duran has authored a variety of cultural resources studies including archaeological survey, archaeological testing and eligibility evaluation, data recovery, mitigation monitoring plans and reports, and peer reviews. David Daitch, PhD I Principal/Senior Paleontologist Education: PhD, Ecology and Evolutionary Biology, University of Colorado, Boulder MS, Geology, University of Colorado, Boulder, Colorado BA, Biology, The Evergreen State College Role: Principal Paleontologist Dr. Daitch has worked for over 20 years in the paleontological and biological sciences as a field investigator, laboratory and museum technician, and teacher. Dr. Daitch has over 15 years of paleontological consulting experience. His paleontological experience has focused on the collection and identification of primarily Cenozoic terrestrial fossils of western North America, with moderate experience in Mesozoic terrestrial fossils and Paleocene and Mesozoic marine fossils of the western United States. Dr. Daitch has extensive experience in the field and in project management, conducting and coordinating both small and large projects. He has conducted fieldwork, supervised field staff, and managed the technical and administrative side of more than 100 paleontological studies in the western United States. These projects have included preliminary evaluations, field surveys, field collections and excavations, field-based research, field-based and desktop paleontological resources assessments, paleontological mitigation and monitoring plan development, and construction compliance monitoring. Individual projects have range in size from small telecommunications project to large-scale linear (transmission and transportation) projects over 1,000 miles in length. Dr. Daitch has coordinated compliance monitoring on a range of projects include traditional and renewable energy projects, transmission projects, housing and commercial developments, and large-scale seismic surveys. He has written or supervised the preparation of numerous technical documents including Paleontological Resources Assessments and Technical Reports (including Caltrans PIRs, PERs, and PMPs), Impact Analyses, Paleontological Mitigation and Monitoring Plans, paleontological sections of El Rs, IS-MNDs, EAs and EISs, and construction compliance monitoring reports. Torin Snyder, PG, CHG, TOR, QSD/P, CPSS I Principal/Senior Hydrogeologist Education: BS, Soil Science, California Polytechnic State University, San Luis Obispo Role: Stormwater Resources Mr. Snyder serves as a Principal in Rincon's Environmental Site Assessment and Remediation group. Ms. Snyder has over 20 years of experience working on a variety of complex CEQA and NEPA environmental compliance projects throughout California. His scientific knowledge of geology and experience in the earth science industry enables him to prepare useful hydrogeological research, accurate environmental assessments, and appropriate approaches for remediation and mitigation. He has conducted environmental site assessments, groundwater resource studies, surface water quality and resources studies, fault and landslide investigations, and geotechnical investigations. Rincon Consultants, Inc. 7 EXHIBIT A Key Personnel 2.2 2.2. l Technical Staff Biological Resources Michael Tom I Senior Biologist Education: MS, Biological Sciences, California Polytechnic State University, San Luis Obispo BS, Ecology and Systematic Biology, Concentration in Wildlife Biology, California Polytechnic State University, San Luis Obispo Role: Senior Biologist Mr. Tom has experience conducting general and focused surveys for a variety of plant and animal species, including four years of reptile and amphibian husbandry experience, which includes handling of snakes, frogs, turtles, salamanders and lizards. Mr. Tom has performed and led protocol-level surveys as well as pre-construction clearance and monitoring for California red-legged frog, as well as general wildlife and pre-construction surveys. In addition, he has been authorized under project Biological Opinions to assist or independently handle and relocate the species during project implementation. He has also performed pre-construction surveys for nesting birds. He is proficient in maintaining herpetology collections and providing assistance with a number of vertebrate and invertebrate species. Mr. Tom has working knowledge and training with the fauna and flora of the central coast, San Joaquin Valley, and desert regions of California. He has also received specific training in survey protocols, habitat requirements and natural histories of the California red-legged frog and desert tortoise. He has performed protocol-level surveys as well as pre-construction clearance and monitoring for San Joaquin Kit fox. He has also performed protocol level surveys for desert tortoise, blunt nosed leopard lizard, and California red-legged frog, and has performed pre-construction surveys for giant garter snake, western pond turtles, coast horned lizards, western spade foot toads, and nesting birds. He has been authorized by the U.S. Fish and Wildlife Service under Biological Opinions for projects fo handle California red-legged frog and has handled the species on those projects where they were encountered. Kyle Weichert I Biologist/Certified Arborist Education: MS, Biological Sciences, California Polytechnic State University, San Luis Obispo BS, Biological Sciences, California Polytechnic State University, San Luis Obispo Certification: International Society of Arboriculture Certified Arborist (WE-12113A) CDFW Plant Voucher Collecting Permit (No. 2081(a)-14-061-V) Role: Biologist/ Arborist Kyle Weichert is an Associate Biologist and International Society of Arboriculture Certified Arborist with Rincon's biological resources group. Mr. Weichert has experience conducting a variety of arboricultural surveys throughout much of California, including tree inventories, tree health assessments, tree pruning documentation, and tree valuations. In addition, Mr. Weichert has prepared a variety of arboriculture-related report and plans including arborist reports, tree health monitoring reports, tree mitigation plans, tree protection and preservations plans, tree fencing plans, and tree relocation plans. He also has experience conducting general and focused surveys for a variety of plant and animal species. Mr. Weichert has over 2000 hours of experience monitoring project-related construction activities for environmental permit compliance and conducting pre-construction clearance and monitoring for special status animals San Joaquin kit fox, American badger, burrowing owl, giant kangaroo rat, spadefoot toad, and blunt-nosed leopard lizard for Topaz Solar Farms in Carrizo Plain. He also has experience in preconstruction clearance and on-site monitoring for California red-legged frog. He has performed protocol level surveys for California red-legged frog, burrowing owl, blunt-nosed leopard lizard. Mr. Rincon Consultants, Inc. 8 EXHIBIT A Key Personnel Weichert has also performed pre-construction surveys for coast horned lizards, western spadefoot toads, and nesting birds. Kirsten Bates I Project Manager/Biologist Education: BS, Environmental Systems, emphasis on Ecology, Behavior and Evolution, specialization in Environmental Policy, University of California, San Diego Role: Biologist Ms. Bates has six years of experience performing special-status wildlife surveys and nesting bird surveys in a variety of habitats within the Central Valley and California Central Coast regions. She has prepared technical biological reports including pre-construction survey reports, biological assessments, biological resource assessment, and annual mitigation monitoring reports. Due to her experience with California tiger salamander, San Joaquin kit fox, and Swainson's hawk, she has been approved as a Designated Biologist by the California Department of Fish and Wildlife and U.S. Fish and Wildlife Service. Ms. Bates has conducted construction compliance monitoring for numerous transportation and utility projects to ensure compliance with CEQA and agency permits. Ms. Bates manages projects for utility and public work projects and coordinates with clients and agencies to ensure compliance with environmental regulations. She is located in our Fresno office. Sophia Murrell I Biologist Education: BS, Biology with an emphasis in Ecology, California Polytechnic State University, San Luis Obispo Role: Biologist Ms. Murrell has eight years of professional experience. She has extensive experience in pre-construction surveys for special-status San Joaquin Valley plant and wildlife species, including Swainson's hawk, San Joaquin kit fox, burrowing owl, kangaroo rats, blunt-nosed leopard lizards, and San Joaquin antelope squirrel. She led and assisted in vegetative health and vitality surveying and reporting to satisfy California Department of Fish and Wildlife 1600 Stream Alteration Agreement requirements. She also performed aquatic macro invertebrate Surface Water Ambient Monitoring Protocol methods in San Joaquin River as part of the San Joaquin River Restoration Program. She has experience with regulatory agencies and is familiar with CEQA, the Federal and State Endangered Species Act, the Clean Water Act Section 401 and 404 and with California Department of Fish and Wildlife 1600 Stream Alteration Agreements. Ms. Murrell has been involved with several permitting projects including the California Department of Fish and Wildlife-Lake and Streambed Alteration Agreement-Section 1602 permits, U.S. Fish and Wildlife Service-Section 7(a) consultations, and California Department of Fish and Wildlife-Section 2081 permits. Ms. Murrell has also assisted in the preparation of technical reports for CEQA and NEPA. She is located in our Fresno office. Alana Garza I Biologist Education: Role: BS, Biology, Minor in Chemistry, California State University, Fresno Biologist Ms. Garza has over three years of professional experience complying with agency protocols and performing field assessments for state-and federal-listed wildlife including, California tiger salamander, blunt-nosed leopard lizard, desert tortoise, and Mohave ground squirrel, as well as California species of special concern including burrowing owl and nesting birds. Ms. Garza provides construction monitoring for biological resources and experience completing biological surveys. She is located in our Fresno office. Rincon Consultants, Inc. 9 EXHIBIT A Key Personnel Carolynn Daman I Biologist/Regulatory Specialist Education: Role: BS, Zoology, Colorado State University Biologist/Regulatory Specialist Ms. Daman has professional experience as a zoologist, ecologist, wetlands specialist, and researcher. Ms. Daman has years of experience working with a variety of special status species within the San Joaquin Valley, Sacramento Valley and the Mojave Desert. Additionally, she holds a U.S. Fish and Wildlife Service 10 (a){l){A) Federal Recovery Permit for giant kangaroo rats and a California Department of Fish and Wildlife Memorandum of Understanding for giant kangaroo rats and Mohave ground squirrels. She has experience conducting biological field surveys for special status species, trapping surveys for special status small mammals, wetland assessments, biological resources analyses, regulatory compliance, and the preparation of biological reports, environmental documents and permit applications in support of CEQA, NEPA, Porter-Cologne Water Quality Control Act, Fish and Game Code 1600 et seq., Clean Water Act, and state and federal Endangered Species Acts. 2.2.2 Cultural Resources Hannah Haas, RPA I Senior Archaeologist Education: MA, Anthropology, San Diego State University BA, Anthropology, University of California, Santa Barbara Certification: Registered Professional Archaeologist (ID# 49570646) Role: Senior Archaeologist Ms. Haas has over nine years of experience working in cultural resources management conducting projects in compliance with CEQA, Section 106 of the National Historic Preservation Act, and NEPA. She has worked on more than 130 projects and served as lead author of more than 90 cultural resources technical reports. Her responsibilities include performing archaeological and cultural resources survey, archaeological testing and monitoring, and the preparation of technical reports. Ms. Haas uses her academic training and professional experience to ensure that all cultural resources components of projects are satisfactorily conducted. Robert Ramirez, RPA I Senior Archaeologist Education: MA, Anthropology, San Diego State University BA, Anthropology and Native American Studies, University of California, Davis Certification: Registered Professional Archaeologist (ID# 15913) Role: Senior Archaeologist Mr. Ramirez is a cultural resources specialist and Registered Professional Archaeologist with more than 18 years of experience located in Fresno. He meets the Secretary of the Interior's Professional Qualifications Standards for archaeology. He has worked as a principal investigator, project manager, archaeologist, and field director, as well as lithic, marine shell, and historic artifact analyst on projects throughout California, Nevada, Utah, Arizona, Washington, North Dakota, and Ohio. He has specific expertise in the cultural resources requirements of the California Environmental Quality Act, National Historic Preservation Act, and National Environmental Policy Act. His responsibilities include quality assurance and quality control for cultural resources documents, preparing cultural resources studies, and managing multidisciplinary projects. Mr. Ramirez complements his prehistoric and historic archaeological expertise with an understanding of the historic built environment and Native American ethnographic resources, as well as the regulatory environments for the evaluation and treatment of these resources. Rincon Consultants, Inc. 10 EXHIBIT A Key Personnel Courtney Montgomery I Archaeologist Education: BA, Anthropology, California State University, Fresno Role: Archaeologist Ms. Montgomery has over three years of professional experience as an archaeologist within the state of California, including Fresno County. Ms. Montgomery has worked on various monitoring projects and has conducted archaeological surveys for development projects, including for the intersection improvements at Palm and Ashlan avenues. She has experience coordinating with clients, lead agencies, and Native American tribal representatives to ensure project compliance with local, state, and federal regulations and successful project completion. She is located in our Fresno office. Dustin Merrick I Archaeologist Education: BS, Physical Anthropology, University of California, Santa Barbara Role: Archaeologist Mr. Merrick has extensive experience with pedestrian survey, archaeological excavations, monitoring, site mapping, and site recordation. Mr. Merrick has worked with both prehistoric and historic archaeology throughout Central California as well as the Mojave Desert, Channel Islands, and Cedros Island. He is experienced in protecting and managing cultural resources. Mr. Merrick has worked with a variety of local, state, and federal agencies, as well as numerous private entities. He specializes in osteological, fauna!, and paleoethnobotanical analyses, specializing in prehistoric coastal and near-shore island environments. Steven Treffers, MHP I Senior Architectural Historian Education: MHP, Historic Preservation, University of Southern California, Los Angeles Graduate Certificate Program, Architecture & Urbanism, University of Southern California, Los Angeles BA, European History, University of California, Santa Cruz Role: Senior Architectural Historian Mr. Treffers is a senior architectural historian with Rincon's Cultural Resources Group with 10 years of experience. A native of the San Francisco Bay Area, he received his Bachelor of Arts in History at the University of California, Santa Cruz prior to pursuing a Master's in historic preservation from the University of Southern California, School of Architecture. He meets and exceeds the Secretary of the Interior's Professional Qualification Standards for History and Architectural History and has a wide range of experience with projects requiring historic resources compliance with Section 106 ofthe National Historic Preservation Act, California Environmental Quality Act, and local ordinances. Mr. Treffers has been involved in numerous projects in the San Joaquin and larger Central Valley region. As a result, he understands the unique history and resources that characterize this area and is able to ensure efficient and reliable cultural resources compliance. C 2.2.3 Land Use/Planning Susan Schilder-Thomas I Senior Environmental Planner Education: BA, Geography with Emphasis in Urban Studies, California State University, Fresno Role: Caltrans Coordination, CEQA/NEPA Ms. Schilder-Thomas is responsible for managing and preparing CEQA and NEPA documentation and is a part-time contract employee for the California High Speed Rail Authority, serving as the Project Construction Manager performing CEQA/NEPA compliance and preparation of CEQA/NEPA re-examinations for Construction Package 1 in Madera and Fresno counties. Ms. Thomas has prepared Rincon Consultants, Inc. 11 EXHIBIT A Key Personnel Environmental Impact Reports and Programmatic Environmental Impact Reports for local agency projects including general plan amendments, specific plans, and Regional Transportation Plan and Sustainable Communities Strategies. Ms·. Thomas was formerly a Senior Environmental Planner, Branch Chief with Caltrans in Fresno where she directed staff, performed senior-level quality assessment/control reviews of CEQA and NEPA documents, and managed contract preparation and task order execution. She is located in our Fresno office. Shauna Callery, MCRP I Senior Project Manager Education: MCRP, California Polytechnic State University, San Luis Obispo MS, Transportation Engineering, California Polytechnic State University, San Luis Obispo BA, International Relations, University of Southern California BA, Social Sciences, Psychology, University of Southern California Role: Transportation Analysis Ms. Callery is responsible for overseeing and directing the day-to-day work program of planning and environmental documents and technical studies, including CEQA and NEPA compliance documentation, environmental assessments, feasibility studies, general plans and elements, bicycle and pedestrian master plans, and sustainability documents. Ms. Callery has education and experience in transportation engineering and planning, environmental studies, public policy, sustainability, and city and regional planning. She possesses a multidisciplinary background that encompasses transportation engineering, planning, public policy, and environmental science, and has considerable experience managing the preparation of transportation plans and environmental compliance documents. William Maddux I Technical Services Manager Education: Role: BS, Urban and Regional Planning, California State Polytechnic University, Pomona Technical Lead, AQ/GHG/Noise studies Mr. Maddux has a diverse background in preparing environmental and technical studies throughout southern California. He specializes in acoustics, air quality assessments, and climate change. He also has extensive knowledge of community planning regulations and numerous other environmental laws and regulations. Mr. Maddux has 18 years of professional experience and is proficient with various air emissions models (e.g., CALINE series, EMFAC series, ISC/AERMOD, HARP, and CalEEMod) and various noise prediction models (e.g., CadnaA, BNOISE, SARNAM, SoundPlan, and FHWA TNM). Mr. Maddux has managed and prepared environmental impact studies and technical studies on a wide variety of projects. He has prepared noise and air quality technical studies and related sections of CEQA and NEPA documents for public works projects as well as commercial, industrial, residential, and recreational land uses. End users include U.S. Navy and Marine Corps, California Department of Transportation, water districts, utilities, cities and counties, and private developers. Chris Bersbach, MESM I Program Manager Education: MESM, Conservation Planning; Bren School of Environmental Science & Management, University of California, Santa Barbara BA, Psychology, Brandeis University Role: Air Quality/Greenhouse Gas/Noise Mr. Bersbach manages and prepares CEQA and NEPA documentation in the California central coast region and technical air quality, greenhouse gas emissions, and noise analyses for public agencies and private sector clients throughout California. He has 14 years of planning experience with an emphasis on environmental planning and technical environmental analysis. His experience includes a wide range of technical environmental and planning studies, including land and infrastructure development projects, urban redevelopment projects, solar power facilities, oil extraction and refining facilities, waste and Rincon Consultants, Inc. 12 EXHIBIT A Key Personnel wastewater management facilities, general plans and specific plans, climate action plans, and other long-range planning projects. He also has experience developing Visual Impact Assessments. Victoria Chung, MURP I Environmental Planner Education: MURP, University of California, Irvine BA, Political Science, California State University, Long Beach Role: CEQA/NEPA, Air Quality/Greenhouse Gas/Noise Ms. Chung has over a year of experience preparing environmental documents and technical studies in accordance with CEQA for various types of land use projects throughout California. She has worked on General Plan updates, specific plans, multi-family and single-family residential, urban in-fill, bridge shelters, logistics warehouses, and school projects. Her local project experience includes preparing documents for the City of Kerman General Plan Update EIR, a Specific Plan EIR for Madera County as well as several Initial Studies and EIR Addendums within Fresno County. She has completed various air quality and GHG analyses, noise measurements, and infrastructure analyses. Prior to becoming an Environmental Planner, she worked in state and local government in southern California specializing in public policy, community engagement, special events, public relations, and social justice advocacy. She is located in our Fresno office. 2.2.4 Hazards R. Scott English I Senior Pojrect Manager/Remediation Supervisor Education: BS, Soil Science with a concentration in Environmental Management, California Polytechnic State University, San Luis Obispo Role: Initial Site Assessments Mr. English is responsible for Phase I and II environmental site assessments {Phase I and II ESAs), design, construction and implementation of remediation programs, analysis for environmental documents and completing wetland delineations and soil surveys. Duties include fieldwork, data collection, analysis, client and agency contact, and report preparation. His experience includes Phase I and II ESAs and remediation of contaminated sites, all aspects of underground storage tank assessment and remediation, soil surveys and wetland delineations, reconnaissance and observations, and environmental impact reports (EIRs). He also has experience in environmental planning and environmental impact analysis. Mr. English has extensive experience planning, designing, and operating remediation projects, including site investigations and the sampling of air, groundwater, surface water, waste, soil vapor, and soil. This experience includes operating, designing, and constructing soil vapor extraction and groundwater remediation systems. r Rincon Consultants, Inc. 13 EXHIBIT B Key Personnel Willbanks Environmental Consulting, Inc. ~,, WILLBANKS ENVIRONMENTAL CONSULTING, 1NC Established in 2014, WEC is a woman-owned California certified DBE and Small Business Enterprise (SBE} professional services firm specializing in environmental project management, environmental engineering, permitting, and compliance. Their focus includes environmental consulting, project site assessments, remediation system design and construction, environmental compliance, and site closeouts. WEC Professionals have extensive knowledge and experience in the following areas, as well as many others: • Site Assessments • Water Quality/Supply • Permitting/Compliance • General Environmental Compliance Contact: Noelle A. Willbanks, PE, Project Manager 755 North Peach Avenue, Suite G9, Clovis, California 93611 559-797-4181 I noelle@willbanksenvco.com Sequoia Environmental Consulting, Inc. SEQUOIA Sequ?ia i~ a California-based DBE th~t perfo~ms a full range o~ biol~gical services in support of a transportation and infrastructure proJects in Ecological Consulting, Inc. Northern California. Sequoia provides integrated biological, permitting, stormwater inspection, and project management assistance, effectively supporting projects from the planning phase through mitigation monitoring. Sequoia staff hold 10(a}(1}(A} permits and Memorandums of Understanding, and bring specialized experience performing protocol level and focused surveys for a variety of species. Sequoia is very well qualified to support this project by preparing the Natural Environment Study; conducting biological assessments and wetland delineation; and performing survey, monitoring, and permitting services to protect natural resources during bridge replacement and demolition. The firm's staff are very familiar with the Caltrans Local Assistance process, and have applied this experience on numerous transportation projects throughout the region. Contact: Debie Montana, President 156 Diablo Road, Suite 320, Danville, California 94526 925-855-5500 I dmontana@sequoiaeco.com Moore-Twining Associates Established in 1898, Moore Twining Associates, Inc. (Moore __ ' _·, ,:199{~~\ ~{~f"J9 Tw1ifning} hfas been providing professiona! s_erv'.ces in1_f Ca i ornia or over 120 years. Moore Twining Is a Ca I ornia Corporation, with offices located in Fresno (headquarters}, Sacramento, Sand City, and Riverside, California. Our firm provides services in Geotechnical Engineering, Drilling, Analytical Chemistry, Materials Testing, Construction Inspection, and Environmental. Each facility is accredited by CCRL and AASHTO and are inspected as required by these agencies. All four laboratories are approved by the Division of State Architects LEA program (065, 200, 201 and 278}. Moore Twining is certified as an SBE and a Disabled Veterans Business Enterprise (DVBE} by the Department of General Services Office of Small Business & Disabled Veteran Business Enterprise Services. Contact: Macy Moore, Business Development 2527 Fresno Street, Fresno, California 93721 559-268-7021 I macym@mooretwining.com Rincon Consultants, Inc. 14 Local Assistance Procedures Manual EXHIBIT C Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT 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: Fresno County, California 5. Consultant's Name: Rincon Consultants, Inc. 6. Prime Certified DBE: • 7. Total Contract Award Amount: TBD -------8. Total Dollar Amount for ALL Subconsultants: TBD -----------9. Total Number of ALL Subconsultants: _3 _______ _ 10. Description of Work, Service, or Materials 11. DBE 13. DBE Certification 12. DBE Contact Information Dollar Supplied Number Amount Natural Environment Study (NES}/NES Minima! Impacts; Biological Assessment; Sequoia Environmental Consulting. Inc. Revegetation Plan; Focused Plant or Animal Survey; Habitat Assessment; Wetland 40492 156 Diablo Road. Suite 320. Danville. California 94526 TBD Delineation 925-855-5500 Initial Site Assessment; Caltrans Floodplain Forms; Water Willbanks Environmental Consulting. Inc. 42149 755 North Peach Avenue. Suite G9, Clovis, California 93611 TBD Quality Assessment Memorandum/Report 559-797-4181 -Local Agency to Complete this Section $TBD 20. Local Agency Contract l\i11mh0r· 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal-Aid Project Number: TBD¾ 22. Contract Execution n .. 1 .. -Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is required. 05/15/2020 23. Local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date Richard Daulton 559-228-9925 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone Vice PresidenUPrincipal 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original -Local Agency 2. Copy -Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de-obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of2 July 23, 2015 Local Assistance Procedures Manual EXHIBIT D EXHIBIT 10-H2 COST PROPOSAL PAGE 1 OF 3 Exhibit 10-H2 Cost Proposal SPECIFIC RA TE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note : Mark-ups are Not Allowed Consultant Rincon Consultants Project No. For Combined Rate For Home Office Rate For Field Office Rate Contract No. Fringe Benefit % 66.20% Fringe Benefit % Fringe Benefit % BILLING INFORMATION + + + Name/Job Title/Classification I Hourly Billing Rates2 Straight3 OT(l.5x) OT(2x) Richard Daulton $298 .96 Not Applicable Not Applicable Principal II $307.93 $317 .17 Colby Boggs $199.10 Not Applicable Not Applicable Principal I $205 .08 $211.23 Eric VonBerg $134 .92 Not Applicable Not Applicable Sr. Planner II $138 .96 $143.13 Michael Tom $126 .06 Not Applicable Not Applicable Sr. Biologist I $129 .84 $133.74 Kyle W eichert $113.17 Not Applicable Not Applicable Biologist IV $116.56 $120.06 Kirsten Bates $80.34 Not Applicable Not Applicable Biologist II $82 .75 $85 .23 (Add pages as necessary) 0 Prime Consultant D Subconsultant Participation Amount $ General Administration % 86 .95% OR General Administration % General Administration % Fee D 2nd Tier Subconsultant Date 5/22/2020 Combined ICR % 153.15% Combined ICR¾ Combined ICR¾ 10% CALCULATION INFORMATION Effective date of hourly rate Actual or Avg . % or$ Hourly Range -for From To Hourly Rate 4 Increase Classifications Only 1/1/2020 12/31/2020 $107 .36 Not Applicable 1/1/2021 12/31/2021 $110.58 3.00% 1/1/2022 12/31/2022 $113.90 3.00% 1/1/2020 12/31/2020 $71.50 Not Applicable 1/1/2021 12/31/2021 $73.65 3.00% 1/1/2022 12/31/2022 $75.85 3.00% 1/1/2020 12/31/2020 $48.45 Not Applicable 1/1/2021 12/31/2021 $49.90 3 .00% 1/1/2022 12/31/2022 $51.40 3.00% 1/1/2020 12/31/2020 $45.27 Not Applicable 1/1/2021 12/31/2021 $46.63 3 .00% 1/1/2022 12/31/2022 $48.03 3.00% 1/1/2020 12/31/2020 $40.64 Not Applicable 1/1/2021 12/31/2021 $41.86 3 .00% 1/1/2022 12/31/2022 $43 .11 3.00% 1/1/2020 12/31/2020 $28 .85 Not Applicable 1/1/2021 12/31/2021 $29.72 3.00% 1/1/2022 12/31/2022 $30.61 3.00% January 2018 Local Assistance Procedures Manual Note : Mark-ups are Not Allowed EXHIBIT D EXHIBIT 10-H2 COST PROPOSAL PAGE 2 OF 3 SPECIFIC RA TE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) 0 Prime Consultant D Subconsultant 0 2nd Tier Subconsultant Exhibit 10-H2 Cost Proposal Consultant Rincon Consultants Project No. Contract No . Participation Amount $ Date 5/22/2020 BILLING INFORMATION CALCULATION INFORMATION Name/Job Title/Classification 1 Hourly Billing Rates2 Effective date of hourly rate Actual or Avg. %or$ Hourly Range -for Straight3 OT(l.5x) OT(2x) From To Hourly Rate 4 Increase Classifications Only Sophia Murrell $107.10 Not Applicable Not Applicable 1/1/2020 12/31/2020 $38.46 Not Applicable Biologist IV $110.31 1/1/2021 12/31/2021 $39 .61 3 .00% $113 .62 1/1/2022 12/31/2022 $40 .80 3.00% Alana Garza $62 .65 $93 .98 $125 .31 1/1/2020 12/31/2020 $22 .50 Not Applicable Biologist I $64 .53 $96 .80 $129 .07 1/1/2021 12/31/2021 $23 .18 3 .00% $66.47 $99 .71 $132 .94 1/1/2022 12/31/2022 $23.87 3.00% Carolynn Daman $101.33 Not Applicable Not Applicable 1/1/2020 12/31/2020 $36 .39 Not Applicable Biologist III $104.37 1/1/2021 12/31/2021 $37.48 3 .00% $107.50 1/1/2022 12/31/2022 $38 .61 3.00% Christopher Duran $160 .81 Not Applicable Not Applicable 1/1/2020 12/31/2020 $57.75 Not Applicable Principal I $165 .64 1/1/2021 12/31/2021 $59.48 3.00% $170.61 1/1/2022 12/31/2022 $61.27 3.00% Hannah Haas $127.17 Not Applicable Not Applicable 1/1/2020 12/31/2020 $45.67 Not Applicable Sr. Archaeologist I $130.99 1/1/2021 12/31/2021 $47 .04 3.00% $134.92 1/1/2022 12/31/2022 $48.45 3.00% Robert Ramirez $135 .92 Not Applicable Not Applicable 1/1/2020 12/31/2020 $48 .81 Not Applicable Sr. Archaeologist II $140.00 1/1/2021 12/31/2021 $50.27 3.00% $144 .20 1/1/2022 12/31/2022 $51.78 3.00% Courtney Montgomery $75.19 $112 .78 $150 .37 1/1/2020 12/31/2020 $27 .00 Not Applicable Archaeologist I $77.44 $116.16 $154.88 1/1/2021 12/31/2021 $27 .81 3 .00% $79.76 $119.65 $159 .53 1/1/2022 12/31/2022 $28.64 3.00% David Daitch $171.26 Not Applicable Not Applicable 1/1/2020 12/31/2020 $61 .50 Not Applicable Sr. Supervisor Biologist II $176.39 1/1/2021 12/31/2021 $63 .35 3.00% $181.69 1/1/2022 12/31/2022 $65.25 3 .00% {Add pages as necessary) January 2018 Local Assistance Procedures Manual Note: Mark-ups are Not Allowed EXHIBIT D EXHIBIT 10-H2 COST PROPOSAL PAGE 2 OF 3 SPECIFIC RA TE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) 0 Prime Consultant D Subconsultant D 2nd Tier Subconsultant Exhibit 10-H2 Cost Proposal Consultant Rincon Consultants Project No . Contract No . Participation Amount $ Date 5/22/2020 BILLING INFORMATION CALCULATION INFORMATION I Hourly Billing Rates2 Effective date of hourly rate Actual or Avg. %or$ Hourly Range -for Name/Job Title/Classification Straight3 OT(l.5x) OT(2x) From To Hourly Rate 4 Increase Classifications Only Dustin Merrick $80.75 $121.13 $161.51 1/1/2020 12/31/2020 $29.00 Not Applicable Archaeologist II $83.18 $124 .77 $166.35 1/1/2021 12/31/2021 $29.87 3.00% $85 .67 $128.51 $171.35 1/1/2022 12/31/2022 $30.77 3.00% Shannon Carmack $172.51 Not Applicable Not Applicable 1/1/2020 12/31/2020 $61.95 Not Applicable Principal I $177 .68 1/1/2021 12/31/2021 $63.81 3.00% $183.01 1/1/2022 12/31/2022 $65 .72 3.00% Steven Treffers $128.51 Not Applicable Not Applicable 1/1/2020 12/31/2020 $46.15 Not Applicable Sr. Archaeologist I $132.37 1/1/2021 12/31/2021 $47.53 3.00% $136.34 1/1/2022 12/31/2022 $48.96 3.00% Shauna Callery $160.65 Not Applicable Not Applicable 1/1/2020 12/31/2020 $57 .69 Not Applicable Supervisor Planner I $165.47 1/1/2021 12/31/2021 $59.42 3 .00% $170.43 1/1/2022 12/31/2022 $61 .20 3.00% Susan Schilder-Thomas $125.14 Not Applicable Not Applicable 1/1/2020 12/31/2020 $44.94 Not Applicable Sr. Planner I $128.90 1/1/2021 12/31/2021 $46.29 3.00% $132.76 1/1/2022 12/31/2022 $47.68 3.00% William Maddux $158.59 Not Applicable Not Applicable 1/1/2020 12/31/2020 $56.95 Not Applicable Supervisor Planner I $163 .34 1/1/2021 12/31/2021 $58 .66 3.00% $168.24 1/1/2022 12/31/2022 $60.42 3.00% Christopher Bersbach $133.89 Not Applicable Not Applicable 1/1/2020 12/31/2020 $48.08 Not Applicable Sr. Planner II $137.90 1/1/2021 12/31/2021 $49.52 3.00% $142.04 1/1/2022 12/31/2022 $51.01 3 .00% Victoria Chung $73.63 Not Applicable Not Applicable 1/1/2020 12/31/2020 $26.44 Not Applicable Planner II $75.83 1/1/2021 12/31/2021 $27 .23 3.00% $78.11 1/1/2022 12/31/2022 $28.05 3.00% (Add pages as necessary) January 2018 Local Assistance Procedures Manual EXHIBIT D EXHIBIT 10-H2 COST PROPOSAL PAGE 2 OF 3 SPECIFIC RA TE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Exhibit 10-H2 Cost Proposal Note: Mark-ups are Not Allowed 0 Prime Consultant D Subconsultant D 2nd Tier Subconsultant Consultant Rincon Consultants Project No. Contract No. Participation Amount $ Date 5/22/2020 BILLING INFORMATION CALCULATION INFORMATION I Hourly Billing Rates2 Effective date of hourly rate Actual or Avg. %or$ Hourly Range -for Name/Job Title/Classification Straight3 OT(l.5x) OT(2x) From To Hourly Rate 4 Increase Classifications Only Torin Snyder $179.28 Not Applic able Not Appl icable 1/1/2020 12/31/2020 $64.38 Not Applicable Principal I $184.65 1/1/2021 12/31/2021 $66.31 3.00% $190.19 1/1/2022 12/31/2022 $68.30 3.00% Scott English $167.36 Not Applicable Not Applicable 1/1/2020 12/31/2020 $60 .10 Not Applicable Sr. Supervising Environmental $172.38 1/1/2021 12/31/2021 $61.90 3.00% Scientist II $177.55 1/1/2022 12/31/2022 $63 .76 3.00% Clerical/ Administrative Assistant I $75.19 $112 .78 $150.37 111/2020 12/31/2020 $27 .00 $24 .00-$30 .00 $77.44 $116.16 $154.88 1/1/2021 12/31/2021 $27 .81 3.00% $79.76 $119.65 $159.53 1/1/2022 12/31/2022 $28.64 3 .00% . NOTES: ,, 1. 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* (1 + ICR) * (1 + 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. January 2018 Local Assistance Procedures Manual EXHIBIT D EXHIBIT 10-H2 COST PROPOSAL PAGE 3 OF 3 SPECIFIC RA TE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed 0 Prime Consultant D Subconsultant D 2nd Tier Subconsultant Consultant: Rincon Consultants Project No. Contract No. Participation Amount $ Date 5/22/2020 SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessary) Description of Item Quantity Unit Unit Cost Total Exhibit 10-H2 Cost Proposal Mileage Costs Actual Cost at IRS mileage rate Vehicle Equipment Rental and Supplies Permit Fees Plan Sheets Test Subconsultant 1: Subconsultant 2: Subconsultant 3: Subconsultant 4: Subconsultant 5: Note : Add additional pages ifnecessary. NOTES: I . List direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentations. 2. Proposed ODC items should be consistently billed regardless of client and contract type . 3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate. 4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice). 5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost. 6. Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules . 7. If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles . In addition, the miles claimed should be supported by mileage logs. 8. Ifa consultant proposes rental costs for a vehicle, the company must demonstrate that this is their standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose. 9. The cost proposal format shall not be amended . All costs must comply with the Federal cost principles. I 0. Add additional pages ifnecessary. 11. Subconsultants must provide their own cost proposals. January 2018 Local Assistance Procedures Manual EXHIBIT D EXHIBIT 10-H2 COST PROPOSAL PAGE 3 OF 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements : 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 -Letting of Contracts 4. 48 Code of Federal Regulations Part 31 -Contract Cost Principles and Procedures 5 . 23 Code of Federal Regulations Part 172 -Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 -Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements . Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Name : Lacrissa Davis Title*: CFO ------------Signature: Date of Certification (mm/dd/yyyy): 5/22/2020 Email: lcook@rinconconsultants.com Phone Number: 805-644-4455 Address: 180 N Ashwood Ave, Ventura, CA 93003 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providillg un~r t_he proposed contract: On-call environmental services Exhibit 10-H2 January 2018 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-K CONSULTANT ANNuAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If a Safe Harbor Indirect Cost Rate is approved, tlzisform is not required.) Consultant's Full Legal Name: Rincon Consultants, 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 1 53 · 15 % OR -----------Home Office Rate __________ % and Field Office Rate (if applicable) ________ % Facilities Capital Cost ofMoney _____ % (if applicable) Fiscalperiod*1/1/2018 -12/31/2018 * 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 3 l.201-2(d); 23 CFR, Chapter 1, Part 172.1 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 of Indirect 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 CFRPart 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 172.1 I(c)(4) • False Claims Act -Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally-Title 18 U.S.C. Section 1001 0 Major Fraud Act -Title 18 U.S.C. Section 1031 AH A&E Contract Information; • Total paiticipation amount$ 6,270,000 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_3 __ _ • Years of consultant's experience with 48 CFR Part 31 is_6 ___ _ • Audit history of the consultant's current and prior years (if applicable) • Cognizant ICR Audit • Local Gov't ICR Audit • Caltrans ICR Audit • 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 I 12(b)(2). 48 CFRPait 31. 23 CFRPart 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**: Lacrissa Davis Title**: Vice President/CFO -------------------Signature: .:-~_,,.,:::_;::.~, ,,,,/.,~.,?-:?.,..... Date of Certification (mm/dd/yyyy): 05/28/2019 Email**: lcook@rinconconsultants.com Phone Number**: 805-644-4455 ---------------** An individual executive or financial officer of the consultant's or subconsultant's organiz.ation at a level no lower than a Vice President, a ChiefFinancial 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-K forms. Ca/trans will not process local agency's invoices until a complete Exhibit 10-Kform is accepted and approved by Ca/trans Audits and Investigations. Distribution: I) Original -Local Agency Project File 2) Copy-Consultant 3) Copy-Caltrans 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 are minimized Section III 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 ofresponsibility 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 EXP LANA TIO NS AND SUPPLEMENTAL INFORMATION (Attach additional documentation as needed) Exhibit 10-S Consultant Performance Evaluation Above Avg. Below Avg. Avg. Poor NIA Page 2 of2 May 8, 2013 EXHIBITG Fiscal Year 2020/2021 California Department of Transportation Debarment and Suspension Certification As required by US. 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 In the matter of EXHIBIT H JB File /J 15123 February 231 1999 Resolution #99-086 BEFORE THE BOARD OF SUPERVISORS OF THE COUNTY OF FRESNO STATE OF CALIFORNIA 5 Adoption of Standard Conflict of Interest 6 Cade far All County Departments. Resolution #99-0B6 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 Callfomla 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 1hereafter 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 Whereas, the Board of Supervisors may adopt the standard conflict of interest code on behalf of all County departments. Now therefore ~e it resolved, that th~ 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 J3 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 Controllerffreasurer-Tax Collector shall file one original of their statements with the County 6 Clerk, who shall make and retain copies and forward the originals to the Fair Political 7 Practices Commission, which shaU be the iiling officer. The County Administrative Officer, 8 District Attorney, County Counsel, and Auditor-Contmller/TreasurerMTax Collector shall also 9 file one copy of their statements with the Clerk to the Board of Supervisors. 1 o 2. As required by Government Code sectlon 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 original 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 All statements shall be public records and shaU be made available for public inspection and reproduction. (Gov. Code, § 81008.) 17 18 19 20 21 22 23 Adopted at a regular meeting of the Board of Supervisors, held on the 23rd day of Fe.bJ:Uary , 19~, by the following vote, to wtt: Ayes: Supervisors Koligian, Case, A1:ambula, olcen, Levy 24 ATTEST: Noes: None Absent: None SHARI GREENWOOD, CL"ERK 25 BOARD OF SUPERVISORS 26 ~ --...~, 27By ~~ 28 File 015123 Agenda U28 Resolution #99-086 2 EXHIBIT H EXHIBIT II N' PUBLIC WORKS AND PLANNING Classificatlon Accountant I / II / Senior I Supervising Architect Building Inspector I / II 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 Field Survey Supervisor Geologist I / II / Ill Housing Rehabilitation Specialist I / IJ / Ill Parks and Grounds Superintendent Planner I / II / Ill / Senior I 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 Classiflcatio n 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 / Prlncfpal Staff Analyst I-A/ II-A/ Ill-A Supervising Building Inspector Supervising Engineer Supervising Land Surveyor Supervising Water/Sewer Specialist Systems and Procedures Analyst I/ II/ Ill/ Senior Systems and Procedures Manager Traffic Maintenance Supervisor Categor~ 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 to 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 inspectron In the same manner and location as this conflict of interest code. 1·-I. EXHIBIT H EXHIBIT "B11 PUBLIC WORKS AND PLANNING 1. Persons in this category must disclose all investments. interests in real property and income, and busi_ness positions. Financial interests are reportable cinly 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-iiirfe during ths two years prioYtci .. the fl Ii rig of ihe statement 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 1he 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 jurisdicilon1 or to any other joint powers agency which Fresno County Is a member to provide servlce~. supplies, materials, 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. 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: • a. contract • a. bid/offer/application • a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan Not Applicable For Material Change Only: 4. 6. 8. 10. 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, Ml) 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. l 0) (last name, first name, Ml) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) $______ 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: (attach Continuation Sheet(s) ifnecessary) 16. Continuation Sheet(s) attached: Yes D 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 3 I 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 $ I 00,000 for each such failure. Federal Use Only: Title: Vice President/Principal Telephone No.: 559-228-9925 Date: 05/15/2020 Authorized for Local Reproduction Standard Form -LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig-Local Agency Project Files LPP 13-01 Page 1 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: • Title 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 Title 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); • Titles 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 regulqtions 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).