HomeMy WebLinkAboutAgreement A-17-488 with NV5 Inc..pdf1 CONSULTANT AGREEMENT
2 THIS AGREEMENT for Engineering Consultant Services, hereinafter referred to as
3 "the AGREEMENT," is made and entered into this ___ day of ______ 2017,
4 between the COUNTY OF FRESNO, a political subdivision of the State of California,
5 hereinafter referred to as "the COUNTY"; and NV5, Inc., a California Corporation, whose
6 address is 2109 W. Bullard Avenue. Suite 145. Fresno. CA 93711, hereinafter referred to
7 as "the CONSULTANT".
8 WITNESSETH
9 WHEREAS, the COUNTY desires to retain the CONSULTANT to provide on-call
10 engineering consulting services, encompassing structural, mechanical, transportation,
11 environmental, water resources, surveying, geotechnical and other engineering disciplines,
12 as necessary to assist the COUNTY in performing projects (hereinafter referred to as "the
13 PROJECT(S)") proposed by the COUNTY; and
14 WHEREAS, said the CONSULTANT has been selected in accordance with the
15 COUNTY's Ordinance Code Chapter 4.10 on the selection of architects, engineers, and
16 other professionals, and in accordance with Chapter 10 of the California Department of
17 Transportation's (CAL TRANS) Local Assistance Procedures Manual (LAPM), to provide
18 the engineering services necessary for the PROJECTS; and
19 WHEREAS, the individual listed below
20 Erin Haagenson, Senior Staff Analyst
21 2220 Tulare Street, 6th Floor, Fresno, CA 93721
22 559-600-4528
23 ehaagenson@co.fresno.ca.us
24 is designated as the CONTRACT ADMINISTRATOR for the AGREEMENT on behalf of the
25 COUNTY, and shall remain so unless the CONSULTANT is otherwise notified in writing by
26 the COUNTY's Director of Public Works and Planning or his/her designee (hereinafter
27 referred to as "the DIRECTOR"); and
28 WHEREAS, the individual listed below
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1 Ron Pisel, Project Manager
2 2109 W. Bullard Avenue, Suite 145
3 Fresno, CA 93711
4 (559) 661-5220
5 ron.pisel@nv5.com
6 is designated as the CONSULTANT'S PROJECT MANAGER for the AGREEMENT, and
7 shall remain so unless the CONSULTANT requests and the DIRECTOR approves, in
8 writing, a change of the CONSULTANT'S PROJECT MANAGER, which approval will not
9 be unreasonably withheld; and
10 WHEREAS, said AGREEMENT is subject to 49 Code of Federal Regulations
11 (hereinafter referred to as "49 CFR"), Part 26 Participation by Disadvantaged Business
12 Enterprises in Department of Transportation Financial Assistance Programs,
13 Disadvantaged Business Enterprise programs established by other federal agencies and/or
14 the COUNTY'S Disadvantaged Business Enterprise Program (all of which are hereinafter
15 referred to as "DBE PROGRAM(S)"),
16 NOW, THEREFORE, in consideration of the promises and covenants set forth
17 herein, the above named parties agree as follows:
18 I. GENERAL PROVISIONS
19 A. The COUNTY hereby contracts with the CONSULTANT as an independent
20 contractor to provide all consultant engineering services required for the PROJECT(S}.
21 Said services are described generally in Article II and more specifically enumerated in
22 Article Ill herein.
23 B. The CONSULTANT'S services shall be performed as expeditiously as is
24 consistent with professional skill and the orderly progress of the work, based on schedules
25 for each specific PROJECT mutually agreed upon in advance by the CONTRACT
26 ADMINISTRATOR, and the CONSULTANT, and consistent with schedules established
27 under Article V.
28 C. The CONSULTANT'S PROJECT team staff shall be as listed in Appendix A,
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1 attached hereto and incorporated herein. Any substitutions of personnel must be approved
2 in advance by the CONTRACT ADMINISTRATOR, which approval shall not be
3 unreasonably withheld. The CONSULTANT shall notify the CONTRACT ADMINISTRATOR
4 of the names and classifications of employees assigned to each specific PROJECT, and
5 shall not reassign such employees to other projects of the CONSULTANT without
6 notification to and prior approval by the CONTRACT ADMINISTRATOR.
7 D. The CONSULTANT may retain, as subconsultants, specialists in such
8 engineering disciplines (including, but not limited to, structural, mechanical, transportation,
9 environmental, water resources, electrical, surveying and geotechnical) as the
10 CONSULTANT requires to assist in completing the work. All subconsultants used by the
11 CONSULTANT shall be approved in writing by the CONTRACT ADMINISTRATOR before
12 they are retained by the CONSULTANT, which approval shall not be unreasonably
13 withheld. The subconsultants listed in Appendix B, attached hereto and incorporated
14 herein, shall be considered as approved by the CONTRACT ADMINISTRATOR. Should
15 the CONSULTANT retain any subconsultants, the maximum amount of compensation to
16 be paid to the CONSULTANT under Article VI below shall not be increased. Any additional
17 compensation to be paid to the CONSULTANT for such subconsultants' work shall be
18 limited to administrative time as defined in the fee proposal. Additional fees other than
19 those defined in the fee proposal shall not be reimbursed.
20 E. The CONSULTANT and affiliated subconsultants shall not submit bids, or sub-
21 bids, for the contract construction phase of the PROJECT(S) assigned to the
22 CONSULTANT. The CONSULTANT and its subconsultants, and all other service
23 providers, shall not provide any PROJECT-related services for, or receive any PROJECT-
24 related compensation from any construction contractor, subcontractor or service provider
25 awarded a construction contract (hereinafter referred to as "contractor") for all or any
26 portion of the PROJECT(S) for which the CONSULTANT provides services hereunder.
27 The CONSULTANT and its subconsultants, and all other service providers, may provide
28 services for, and receive compensation from a contractor who has been awarded a
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1 construction contract for all or any portion of the PROJECT(S), provided that any such
2 services which are rendered, and any compensation which is received therefor, relates to
3 work outside the scope of the AGREEMENT and does not pose a conflict of interest.
4 F. Any subcontract in excess of $25,000 entered into as a result of the
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 CAL TRANS Disadvantaged Business Enterprise
9 program developed pursuant to the regulations, as detailed in Appendix C, attached hereto
10 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 COUNTY Public Works
14 PROJECTS, including but not limited to, general civil and transportation engineering,
15 structural engineering, geotechnical engineering and materials testing, water resources
16 engineering, electrical and control systems engineering, and surveying. Work on roads
17 and bridges shall be done in accordance with American Association of State Highway and
18 Transportation Officials (AASHTO) requirements for applicable structures. All projects
19 funded wholly or in part by CAL TRANS must conform to all requirements by CAL TRANS
20 and Federal Highway Administration (FHWA) as contained in Section 11 of CAL TRANS
21 LAPM Volume 1.
22 B. The CONSULTANT agrees to provide the professional services that are
23 necessary for each PROJECT when expressly authorized in writing by the CONTRACT
24 ADMINISTRATOR. Such work by the CONSULTANT shall not begin until the
25 CONSULTANT has received a written Notice to Proceed from the CONTRACT
26 ADMINISTRATOR authorizing the necessary service, agreed upon fee, and scope of work.
27 Ill. CONSULTANT'S SERVICES
28 The CONSULTANT shall submit proposals in response to requests issued by the
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1 CONTRACT ADMINISTRATOR on a project-by-project basis. The CONSULTANT'S
2 proposal at a minimum shall include, but not be limited to, staff qualifications, proposed
3 method and schedule for completing the task(s), completed federal forms and a sealed
4 cost proposal. The CONSULTANT agrees that each professional or other individual
5 performing work on any such PROJECT(S) shall be adequately trained to perform the work
6 and shall possess the proper license, certification or registration as required by law or by
7 accepted standards of the applicable profession. The CONSULTANT agrees to provide
8 the professional services that are necessary to complete the following tasks when
9 expressly authorized in writing by the CONTRACT ADMINISTRATOR:
10 A. Technical Reports:
11 1. Ascertain the requirements for Technical Reports through meetings with
12 the CONTRACT ADMINISTRATOR and a review of existing information on the
13 PROJECT(S).
14 2. The CONSULTANT shall prepare and submit technical reports to the
15 CONTRACT ADMINISTRATOR for each assigned PROJECT. Technical reports shall be
16 prepared in accordance with the appropriate format required by local, state and federal
17 laws, regulations and guidelines.
18 3. When requested by the CONTRACT ADMINISTRATOR, the
19 CONSULTANT shall attend meetings with the COUNTY, federal, state and/or local
20 representatives to discuss and review the technical report. The CONSULTANT shall
21 prepare brief minutes of meetings attended and promptly submit the minutes to the
22 CONTRACT ADMINISTRATOR within seven (7) days.
23 4. The CONSULTANT shall submit each technical report to the CONTRACT
24 ADMINISTRATOR for transmittal to other appropriate agencies for their review and
25 approval. The CONSULTANT shall revise and resubmit each technical report as
26 necessary until approved by all appropriate agencies. Standard submittal shall be five (5)
27 reproducible copies and one (1) electronic copy of each technical report. The
28 CONSULTANT shall verify compatible format and quantity prior to final delivery.
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1 5. The CONSULTANT shall prepare technical studies and estimates on 8 %"
2 by 11" pages, provide hard copy and electronic format as standard submittal; and prepare
3 documents in Microsoft Word 2010 or later, Microsoft Excel 2010 or later, or Adobe 9.0 or
4 later, or other mutually agreed upon format. Such submittals shall be furnished on
5 compact disc (CD). The CONSULTANT shall verify compatible format and quantity prior to
6 final delivery.
7 6. The CONSULTANT shall submit five (5) hard copies of each drawing
8 prepared with AutoCAD Civil 3D, version 2013 or later and an electronic copy in the form o
9 .DXF or .DWG files. Such submittals shall be furnished on CD. The CONSULTANT shall
10 verify a compatible format prior to final file delivery.
11 B. Prepare Design Plans, Technical Specifications and Construction Estimate:
12 The CONSULTANT shall:
13 1. Ascertain the requirements for the assigned PROJECT(S) through
14 meetings with the CONTRACT ADMINISTRATOR and a review of an existing schematic
15 layout of the PROJECT(S).
16 2. Ascertain any requirements, unforeseen criteria, or issues for the
17 PROJECT(S) that may be unknown to the CONTRACT ADMINISTRATOR and
18 communicate these requirements, criteria, or issues to the CONTRACT ADMINISTRATOR.
19 3. Provide surveying, if needed, for the PROJECT(S).
20 4. Design the PROJECT(S) to conform to requirements of the reviewing
21 agencies having jurisdiction over the PROJECT(S).
22 5. Design the PROJECT{S) to include mitigation measures included in the
23 environmental document.
24 6. Monitor and keep the CONTRACT ADMINISTRATOR informed regarding
25 the impact of design issues on the PROJECT budget. Upon the written request of the
26 CONTRACT ADMINISTRATOR, the CONSULTANT shall incorporate into the design, such
27 reasonable design and operational changes as the CONTRACT ADMINISTRATOR deems
28 appropriate as a result of the COUNTY'S review processes and impact on each PROJECT
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1 budget or estimate.
2 7. Assist the COUNTY in determining all permits that may be required for the
3 PROJECT and prepare all necessary permits for the COUNTY'S submittal to outside
4 agencies.
5 8. Work with the CONTRACT ADMINISTRATOR to ensure that the plans,
6 specifications and estimate meet all requirements to be advertised for construction bids.
7 9. Prepare a detailed estimate, which shall identify the construction
8 components and requirements of the PROJECT.
9 10. If required by approval agencies, submit to the COUNTY in the
10 appropriate agency forms, the PROJECT background information and recommended
11 testing and inspection list for materials to be used, identifying type, quantity, frequency, and
12 schedule, for each PROJECT. Submit required numbers of sets of plans, specifications,
13 and other documents required by approval agencies to the CONTRACT
14 ADMINISTRATOR.
15 11. Prepare technical specifications and estimate setting forth in detail the
16 work to be done, the materials, workmanship, and equipment required for the other
17 components of construction necessary to provide the COUNTY complete and functional
18 the PROJECTS for its intended purpose within the requirements of the AGREEMENT.
19 12. Assist the CONTRACT ADMINISTRATOR in developing base bid and
20 additive bid item schedules.
21 13. Submit to the CONTRACT ADMINISTRATOR the projected and final
22 construction estimate. Verify the reasonableness of the estimated construction period for
23 construction contract bidding purposes as provided by the CONTRACT ADMINISTRATOR
24 and identify long delivery times of materials and equipment which will control length of
25 construction contract.
26 14. Respond to Requests for Clarification during the bidding process and
27 submit to the CONTRACT ADMINISTRATOR for review and approval any additional
28 specifications, clarifications, or additional plan sheets deemed necessary. Responses
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1 should be submitted within three {3) working days of receipt.
2 15. Assist the CONTRACT ADMINISTRATOR in evaluating the bids
3 received.
4 16. Delete or otherwise change portions of the construction work at the
5 request of the CONTRACT ADMINISTRATOR if the lowest bid proposal for the
6 construction contract exceeds the COUNTY approved engineer's estimate {which will
7 include the CONSULTANT'S design contingency amount approved by the COUNTY) by
8 10% or more; and if the COUNTY rejects all bids, modifications performed by the
9 CONSULTANT shall be completed on a time schedule commensurate with the scope of
10 the changes and as set forth by the COUNTY, and the CONSULTANT will be
11 compensated on a time and materials basis, as agreed to in writing, by the COUNTY and
12 the CONSULTANT.
13 17. Submit to the CONTRACT ADMINISTRATOR ten {10) copies of the
14 30%, 60% and 90% plans (22" X 34" format), specifications and estimates for review.
15 Submit progress prints and final originals of the plans, specifications, and estimates. Prior
16 to submission of plans, the CONSULTANT shall request from the CONTRACT
17 ADMINISTRATOR examples of acceptable drafting format and reproducible standards.
18 Verification of compatible format will be required prior to final file delivery. The CONTRACT
19 ADMINISTRATOR, at his/her discretion, may reject a submittal that is determined
20 insufficient.
21 a. 30% plans, specifications and estimates shall include copies of
22 utility locations, centerline stationing, proposed and existing right-of-way, typical sections
23 and structural sections.
24 b. 60% plans, specifications and estimates shall include 30% plan
25 information and in addition, preliminary cross sections and earthwork calculations at 25' or
26 50' intervals, adequate information to allow construction survey staking, permits,
27 preliminary profile grade, an updated engineer's estimate, and also shall address
28 comments and include necessary revisions as identified by the CONTRACT
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1 ADMINISTRATOR in the 30% review.
2 c. 90% plans, specifications and estimates shall include 60% plan
3 information and in addition, updated cross sections and earthwork, profile grade, technical
4 specifications, typical sections and the PROJECT details, and also shall address
5 comments and include necessary revisions as identified by the CONTRACT
6 ADMINISTRATOR in the 60% review.
7 d. Final original plans, specifications and estimates to be delivered to
8 the CONTRACT ADMINISTRATOR shall include:
9 i. One (1) original reproducible plan set on 22" by 34" sheets of
10 4 mil thick double matte film.
11 ii. One (1) reproducible copy of cross sections on 22" by 34"
12 sheets of 4 mil thick double matte film.
13 iii. One (1) CD or DVD with final plans, cross sections and
14 slope stake information, design calculations, quantity calculations, and other design
15 information as applicable to the PROJECT.
16 iv. One (1) stamped and wet signed paper copy and one (1) C
17 or DVD with final specifications and estimates.
18 18. Plan sheets, cross sections, earthwork calculations and slope stake
19 information shall be in AutoCAD Civil 3D, version 2013 or later. Slope stake information
20 shall include 50-foot intervals for tangent sections and 25-foot intervals for curved sections.
21 Specifications shall be in Microsoft Word, version 2010 or later and on 8 %" by 11" pages.
22 Final engineer's estimates shall be in Microsoft Excel, version 2010 or later and on 8 %"by
23 11" pages. Estimates shall specify specialty and/or final pay items as described in the
24 CAL TRANS State Standard Specifications. Verification of compatible format will be
25 required prior to final file delivery.
26 19. The COUNTY will package the CONSULTANT'S documents with those
21 other documents that together will comprise the COUNTY'S construction contract and bid
28 specifications.
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1 20. The CONSULTANT shall deliver to the CONTRACT ADMINISTRATOR
2 three (3) weeks prior to the advertising date (which will be determined by the CONTRACT
3 ADMINISTRATOR) the final completed original drawings and specifications for the
4 COUNTY'S printing and distribution of bid sets to interested prospective contractors. The
5 original drawings and specifications index sheet shall be stamped by a seal with the
6 CONSULTANT'S and subconsultant's license numbers and license renewal dates and/or
7 signed in accordance with the California Business and Professions Code.
8 C. Construction Observation Services:
9 The CONSULTANT shall:
10 1. Attend the preconstruction conference scheduled by the CONTRACT
11 ADMINISTRATOR.
12 2. When requested by the CONTRACT ADMINISTRATOR, attend meetings
13 with the COUNTY, and/or any federal, state and/or local representatives. The
14 CONSULTANT shall prepare brief minutes of all meetings attended and promptly submit
15 those minutes to the CONTRACT ADMINISTRATOR within seven (7) calendar days.
16 3. Make recommendations to the COUNTY on all claims of the COUNTY or
17 the construction contractor and all other matters relating to the execution and progress of
18 work, including interpretation of the contract documents for the PROJECT.
19 4. Within seven (7) calendar days of the COUNTY'S request, review and
20 make recommendations for samples, schedules, shop drawings, and other submissions for
21 general conformance with the design concept of the PROJECT{S) and for general
22 compliance with the plans and specifications and information provided by the contract
23 documents for the PROJECT.
24 5. Within two (2) working days, respond to requests from the CONTRACT
25 ADMINISTRATOR for information needed from the CONSULTANT in order to clarify
26 construction plans and specifications and to review the construction contractor's cost
27 estimates for all change orders.
28 6. Recommend and assist in the preparation of such change orders as
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1 deemed necessary with supporting documentation, calculations and estimate, for review
2 and issuance of change orders by the COUNTY Construction Engineer to obtain
3 appropriate agency acceptance and approval.
4 7. Assist the COUNTY, at the DIRECTOR's express, written authorization,
5 with any claim resolution process involving the construction contractor and the COUNTY as
6 specified hereunder, including serving as a witness in connection with any public hearings
7 or legal proceeding, and also including dispute resolutions required by law or hereunder.
8 The parties recognize that this clause is provided as a means of expediting resolution of
9 claims among the construction contractor, the COUNTY, and the CONSULTANT.
10 However, it is understood the construction contractor is not an intended third party
11 beneficiary of this clause. Compensation for these services shall be computed and
12 invoiced at hourly rates listed in Appendix D hereto. Any assistance provided by the
13 CONSULTANT as described in this Article Ill, Section C, Paragraph 7 shall be subject to
14 the provisions of Article VI, hereinafter, and shall also be subject to the following:
15 a. The DIRECTOR may believe the CONSULTANT'S work under the
16 AGREEMENT to have included negligent errors or omissions, or that the CONSULTANT
17 may otherwise have failed to comply with the provisions of the AGREEMENT, either
18 generally or in connection with its duties as associated with a particular PROJECT; and
19 that the cause(s) for a claim by the construction contractor may be attributable, in whole or
20 in part, to such conduct on the part of the CONSULTANT. Upon notice by the DIRECTOR,
21 the payments to the CONSULTANT for such arguably deficient services shall be held in
22 suspense by the COUNTY until a final determination has been made, of the proportion that
23 the CONSULTANT'S fault bears to the fault of all other parties concerned.
24 b. Such amounts held in suspense shall not be paid to the
25 CONSULTANT, pending the final determination as to the CONSULTANT'S proportional
26 fault. However, the appropriate percentage of such amount held in suspense shall be paid
27 to the CONSULTANT, once a final determination has been made, and the CONSULTANT
28 thereafter submits a proper invoice to the COUNTY. Payment shall be issued in
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1 accordance with the procedure outlined in Article VI, Section B, Paragraph 2.
2 8. At intervals appropriate to the stage of construction, or as otherwise
3 deemed necessary by the CONSULTANT, visit the site of the PROJECT(S) as necessary
4 to become familiar generally with the progress and quality of the work and to determine
5 whether the work is proceeding in general accordance with the contract documents. The
6 CONSULTANT shall not be required to make exhaustive or continuous onsite inspections
7 but shall give direction to the Construction Inspector as hereinafter more specifically
8 provided. The CONSULTANT shall not be responsible for the construction contractor's
9 failure to carry out the construction work in accordance with the contract documents.
10 However, the CONSULTANT shall immediately advise the CONTRACT ADMINISTRATOR
11 of any known or observed deviation from the contract documents.
12 9. Not have control over or charge of, and shall not be responsible for
13 construction means, methods, techniques, sequence, or procedure, or for the safety
14 precautions, programs, or equipment in use in connection with the work, since these are
15 solely the construction contractor's responsibility under the contract for construction.
16 10. Submit progress reports on each specific PROJECT in accordance with
17 the task order. These reports shall be submitted at least once a month. The report shall be
18 sufficiently detailed for CONTRACT ADMINISTRATOR to determine if the CONSULTANT
19 is performing to expectations or is on schedule, to provide communication of interim
20 findings, and so sufficiently address any difficulties or special problems encountered so
21 remedies can be developed.
22 11. Advise the CONTRACT ADMINISTRATOR of defects and deficiencies
23 observed in the work of the construction contractor, and may recommend that the
24 DIRECTOR reject work as failing to conform to the contract documents.
25 12. Conduct site visits and field observations to facilitate recommendations
26 by the CONSULTANT regarding:
27 a. dates of substantial completion.
28 b. dates of final completion.
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1 c. the DIRECTOR'S acceptance of the work.
2 d. the DIRECTOR'S filing of the Notice of Completion and Issuance of
3 Final Certificate for payment.
4 e. other issues which may require site visits.
5 D. Control of Construction Project Site
6 The COUNTY agrees that in accordance with generally accepted practices, the
7 COUNTY'S construction contractor will be required to assume sole and complete
8 responsibility for job site conditions during the course of construction projects; including
9 safety of all persons and property, and that this requirement shall be made to apply
10 continuously during projects and not be limited to normal working hours. The
11 CONSULTANT shall not have control over or charge of, and shall not be responsible for,
12 project means, methods, techniques, sequences or procedures, as these are solely the
13 responsibility of the construction contractor. The CONSULTANT shall not have the
14 authority to stop or reject the work of the construction contractor.
15 IV. OBLIGATIONS OF THE COUNTY
16 The COUNTY will:
17 A. Issue task orders on a project-by-project basis. Task orders will at a minimum
18 include scope of work, location, and schedule for the PROJECT.
19 B. Provide the CONSULTANT with a PROJECT Scope and Schedule, and
20 compensate the CONSULTANT as provided in the AGREEMENT.
21 C. Provide an individual CONTRACT ADMINISTRATOR to serve as a
22 representative of the COUNTY who will coordinate and communicate with the
23 CONSULTANT, to the extent appropriate, to facilitate the CONSULTANT'S performance of
24 its obligations in accordance with the provisions of the AGREEMENT.
25 D. Provide basic plan sheet layouts as required.
26 E. Examine documents submitted to the COUNTY by the CONSULTANT and timel
27 render decisions pertaining thereto.
28 F. Provide aerial photographs as required.
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1 G. Provide copies of any available existing as-built plans and right-of-way drawings
2 from the COUNTY'S files.
3 H. Provide mailing lists and labels for notification of property owners upon the
4 CONSULTANT'S request.
5 I. Provide preliminary engineering survey data on existing structures and
6 topographic mapping in AutoCAD Civil 3D, version 2013 or later, format to the
7 CONSULTANT, if available.
8 J. Prepare all legal descriptions and drawings required for right-of-way acquisition
9 and/or temporary construction permits.
10 K. Provide limited assistance to CONSULTANT, as may be appropriate under the
11 circumstances, in connection with CONSULTANT'S processing of required permits.
12 L. Give reasonably prompt consideration to all matters submitted for approval by
13 the CONSULTANT to the end that there will be no substantial delays in the
14 CONSULTANT'S program of work. An approval, authorization or request to the
15 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms
16 of the AGREEMENT only if it is made in writing and signed on behalf of the COUNTY by
17 CONTRACT ADMINISTRATOR.
18 V. TERM OF AGREEMENT I PERFORMANCE PERIOD
19 A. The term of this AGREEMENT shall be for a period of three (3) years,
20 commencing upon execution by the COUNTY, through and including the third anniversary
21 of the execution date. This AGREEMENT may be extended for two additional consecutive
22 twelve-month periods upon written approval of both parties no later than thirty (30) days
23 prior to the first day of the next twelve-month extension period. The DIRECTOR or his or
24 her designee is authorized to execute such written approval on behalf of COUNTY based
25 on CONSULTANT'S satisfactory performance. The CONSULTANT shall commence work
26 promptly after receipt of a notice to proceed issued by the CONTRACT ADMINISTRATOR.
27 B. The CONSULTANT is advised and hereby acknowledges its understanding that
28 any recommendation for award is not binding on the COUNTY until the AGREEMENT is
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1 fully executed following its approval by the COUNTY's Board of Supervisors.
2 VI. ALLOWABLE COSTS AND PAYMENTS
3 A. Total Fee:
4 1. Notwithstanding any other provisions in the AGREEMENT, the Total Fee
5 for the services required under the AGREEMENT, shall not exceed the total sum of Seven
6 Hundred Thousand and No/000 Dollars ($700,000.00) over the entire term of the
7 AGREEMENT. Compensation for the services
8 rendered shall be computed at the hourly and cost rates shown in Appendix D, subject to
9 any adjustments that may be approved in accordance with Article VI, Section A, Paragraph
10 3.
11 2. The hourly and cost rates listed herein for services rendered by the
12 CONSULTANT and subconsultants shall remain in effect for the entire duration of the
13 AGREEMENT unless adjusted in accordance with the provisions of Article VI, Section A,
14 Paragraphs 3, 5, or 6.
15 3. The hourly rates paid for services performed by the CONSULTANT and b
16 subconsultants of the CONSULTANT and the rates for expenses incidental to the
17 CONSULTANT'S and subconsultant's performance of services may be adjusted no more
18 than once annually for inflation, in accordance with the following provisions: the
19 CONSULTANT may request new labor rates and new rates for expenses incidental to the
20 CONSULTANT'S and subconsultant's performance of services subject to written approval
21 of the CONTRACT ADMINISTRATOR in accordance with the provisions of this Article VI,
22 Section A, Paragraph 3. The CONSULTANT shall initiate the rate adjustment process by
23 submitting to the CONTRACT ADMINISTRATOR a proposed adjusted fee schedule. The
24 proposed adjusted fee schedule shall include proposed hourly rates for all categories of th
25 CONSULTANT and subconsultants wage classifications and proposed rates for incidental
26 expenses listed in Appendix D. The proposed adjusted fee schedule shall not take effect
27 unless approved in writing by the CONTRACT ADMINISTRATOR. The CONSULTANT
28 hereby acknowledges its understanding that approval by the CONTRACT
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1 ADMINISTRATOR of any upward adjustment in the hourly and cost rates shall not provide
2 a basis for any increase in the total fee of $700,000.00, as set forth in Article VI, Section A,
3 Paragraph 1.
4 4. Expenses incidental to the CONSULTANT'S and subconsultant's
5 performance of services under Article Ill of the AGREEMENT shall be charged at the rates
6 listed in Appendix D, subject to any adjustments that may be approved in accordance with
7 Article VI, Section A, Paragraphs 3, 5, or 6. Unless incorporated in an adjusted fee
8 schedule approved by the CONTRACT ADMINISTRATOR in accordance with Article VI,
9 Section A, Paragraphs 3, 5, or 6, all other expenses incidental to the CONSULTANT'S and
10 any subconsultant's performance of the services under Article Ill of the AGREEMENT that
11 are not listed in Appendix D shall be borne by the CONSULTANT.
12 5. In the event that, in accordance with Article I, Section D, the CONTRACT
13 ADMINISTRATOR approves the CONSULTANT to retain additional subconsultants not
14 listed in Appendix B, hourly rates paid for services performed by such additional
15 subconsultants of the CONSULTANT and the rates for expenses incidental to
16 subconsultants performance of services may be adjusted no more than once annually for
17 inflation, in accordance with Article VI, Section A, Paragraph 3. The first annual
18 adjustment of hourly and incidental expense rates for such additional subconsultants shall
19 not be approved prior to one year after the CONTRACT ADMINISTRATOR'S approval of
20 the retention of such additional subconsultant(s) by the CONSULTANT.
21 6. Notwithstanding any other provisions in the AGREEMENT, the
22 CONTRACT ADMINISTRATOR may, at any time, authorize in writing the revision of the
23 CONSULTANT'S or subconsultant's list of rates for incidental expenses to include
24 additional categories of such expenses if, in the opinion of the CONTRACT
25 ADMINISTRATOR, such revision is necessary to facilitate the CONSULTANT'S
26 performance of the PROJECT(S).
27 B. Payments:
28 1. Progress payments will be made by the COUNTY upon receipt of the
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1 CONSULTANT'S monthly invoices and approval by the CONTRACT ADMINISTRATOR
2 thereof based on the CONTRACT ADMINISTRATOR'S evaluation of the completion of the
3 respective components of the assigned PROJECT. Invoices shall clearly identify the
4 Phase and Task of the work, and the date(s) on which the work was performed, and shall
5 be submitted with the documentation identified in Article VI, Section B, Paragraph 5.
6 Invoices shall be forwarded electronically to: PWPBusinessOffice@co.fresno.ca.us
7 2. Upon receipt of a proper invoice, the CONTRACT ADMINISTRATOR will
8 take a maximum often (10) working days to review, approve, and submit it to the COUNTY
9 Auditor-Controller/Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices will be
10 returned to the CONSULTANT for correction and resubmittal. Payment, less retention, if
11 applicable, will be issued to the CONSULTANT within forty (40) calendar days of the date
12 the Auditor-Controller/Treasurer-Tax Collector receives the approved invoice.
13 3. The COUNTY is entitled to withhold a five percent (5%) retention from the
14 CONSULTANT'S earned compensation in accordance with the provisions of Article VII of
15 the AGREEMENT.
16 4. An unresolved dispute over a possible error or omission may cause
17 payment of the CONSULTANT fees in the disputed amount to be withheld by the
18 COUNTY.
19 5. Concurrently with the invoices, the CONSULTANT shall certify (through
20 copies of issued checks, receipts, or other COUNTY pre-approved documentation) that
21 complete payment, less a five percent (5%) retention, except as otherwise specified in
22 Article VII, has been made to all subconsultants as provided herein for all previous invoices
23 paid by the COUNTY. However, the parties do not intend that the foregoing create in any
24 subconsultants or sub-contractor a third party beneficiary status or any third party
25 beneficiary rights, and do hereby expressly disclaim any such status or rights.
26 6. Final invoices, and separate invoices for retentions, shall be submitted to
27 CONTRACT ADMINISTRATOR no later than thirty (30) days after the phase is completed.
28 Payment for retentions, if any, shall not be made until all services for the phase are
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1 completed.
2 7. In the event the DIRECTOR reduces the scope of the CONSULTANT'S
3 work under the AGREEMENT for a specific PROJECT (or discontinues a specific
4 PROJECT), whether due to a deficiency in the appropriation of anticipated funding or
5 otherwise, the CONSULTANT will be compensated on a pro rata basis for actual work
6 completed and accepted by the DIRECTOR in accordance with the terms of the
7 AGREEMENT.
8 VII. RETENTION FROM EARNED COMPENSATION
9 In addition to any amounts withheld under Article Ill, the CONSULTANT agrees that
10 the COUNTY, at the discretion of the CONTRACT ADMINISTRATOR, may withhold a five
11 percent (5%) retention from the earned compensation of the CONSULTANT. If the
12 CONTRACT ADMINISTRATOR determines that retention will be withheld for a PROJECT,
13 the CONTRACT ADMINISTRATOR will so state in writing prior to commencement of the
14 PROJECT by the CONSULTANT and will identify the PROJECT-specific prerequisites
15 (such as successful completion of a PROJECT phase, as an example) for the release of
16 retentions.
17 VIII. TERMINATION
18 A. The AGREEMENT may be terminated without cause at any time by the
19 COUNTY upon thirty (30) calendar days' written notice. If the COUNTY terminates the
20 AGREEMENT, the CONSULTANT shall be compensated for services satisfactorily
21 completed to the date of termination based upon the compensation rates and subject to
22 the maximum amounts payable agreed to in Article VI, together with such additional
23 services satisfactorily performed after termination which are expressly authorized by the
24 COUNTY to conclude the work performed to date of termination.
25 B. If the CONSULTANT purports to terminate the AGREEMENT, or otheiWise
26 refuses to perform pursuant to the AGREEMENT, for reasons other than material breach
27 by the COUNTY, the CONSULTANT shall reimburse the COUNTY, up to a maximum of
28 $10,000 for the actual expense of issuing a Request For Proposal (RFP), engaging a new
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1 consultant, and the new consultant's cost in becoming familiar with the previous
2 CONSULTANT'S work. The COUNTY'S entitlement to such reimbursement shall in no
3 way be construed as a limitation on other damages that may be recoverable by the
4 COUNTY as a result of the CONSULTANT'S termination, in breach of its obligations
5 hereunder.
6 C. The COUNTY may immediately suspend or terminate the AGREEMENT in
7 whole or in part, where in the determination of the COUNTY there is:
8 1. An illegal or improper use of funds;
9 2. A failure to comply with any term of the AGREEMENT;
10 3. A substantially incorrect or incomplete report submitted to the COUNTY;
11 4. Improperly performed service.
12 D. In no event shall any payment by the COUNTY constitute a waiver by the
13 COUNTY of any breach of the AGREEMENT or any default which may then exist on the
14 part of the CONSULTANT, nor shall such payment impair or prejudice any remedy
15 available to the COUNTY with respect to the breach or default. The DIRECTOR shall have
16 the right to demand of the CONSULTANT the repayment to the COUNTY of any funds
17 disbursed to the CONSULTANT under the AGREEMENT, which, in the judgment of the
18 DIRECTOR and as determined in accordance with the procedures of Article XVI, were not
19 expended in accordance with the terms of the AGREEMENT. The CONSULTANT shall
20 promptly refund any such funds upon demand.
21 E. The terms of the AGREEMENT, and the services to be provided thereunder, are
22 contingent on the approval of funds by the appropriating government agency. Should
23 sufficient funds not be allocated, the services provided may be modified, or the
24 AGREEMENT terminated at any time by giving the CONSULTANT thirty (30) days advance
25 written notice. In the event of termination on the basis of this Paragraph, the
26 CONSULTANT'S entitlement to payment, in accordance with the payment provisions set
27 forth hereinabove, shall apply only to work performed by the CONSULTANT prior to receipt
28 of written notification of such non-allocation of sufficient funding.
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1 IX. FUNDING REQUIREMENTS
2 A. It is mutually understood between the parties that the AGREEMENT may have
3 been written before ascertaining the availability of funds or appropriation of funds, for the
4 mutual benefit of both parties, in order to avoid program and fiscal delays that would occur
5 if the AGREEMENT were executed after that determination was made.
6 B. The AGREEMENT is subject to any additional restrictions, limitations, conditions,
7 or any legislation enacted by the Congress, State Legislature or County Board of
8 Supervisors that may affect the provisions, terms, or funding of the AGREEMENT in any
9 manner.
10 C. It is mutually agreed that if sufficient funds are not appropriated, the
11 AGREEMENT may be amended to reflect any reduction in funds.
12 D. The COUNTY has the option to void the AGREEMENT under the 30-day
13 cancellation clause, or to amend the AGREEMENT by mutually acceptable modification of
14 its provisions to reflect any reduction of funds.
15 X. CHANGE IN TERMS
16 A. The AGREEMENT may be amended or modified only by mutual written
17 agreement of both parties. Except as provided in Article V, Section A, any such written
18 amendment to the AGREEMENT may be approved on the COUNTY's behalf only by its
19 Board of Supervisors.
20 B. The CONSULTANT shall only commence work covered by an amendment after
21 the amendment has been fully executed and written notification to proceed has been
22 issued by the CONTRACT ADMINISTRATOR.
23 XI. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
24 A. The CONSULTANT must give consideration to Disadvantaged Business
25 Enterprise (hereinafter referred to as "DBE") firms as specified in 23 Code of Federal
26 Regulations (hereinafter referred to as "CFR") Section 172.5(b), and in 49 CFR, Part 26.
27 The CONSULTANT must meet the DBE goal established for PROJECTS by using DBEs
28 as subconsultants or document a good faith effort to have met the goal. If a DBE
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1 subconsultant is unable to perform, the CONSULTANT must make a good faith effort to
2 replace him/her with another DBE subconsultant if the goal is not otherwise met.
3 B. The CONSULTANT is responsible for being fully informed regarding the
4 requirements of Title 49 CFR, Part 26 and CAL TRANS' Disadvantaged Business
5 Enterprise program developed pursuant to the regulations, as detailed in Appendix C,
6 Notice to Proposers DBE Information, attached hereto and incorporated herein.
7 C. A DBE subconsultant may be terminated only with written approval by the
8 CONTRACT ADMINISTRATOR and only for reasons specified in 49 CFR Section 26.53(f).
9 Prior to requesting the CONTRACT ADMINISTRATOR consent for the proposed
10 termination, the CONSULTANT must meet the procedural requirements specified in 49
11 CFR Section 26.53(f).
12 XII. COST PRINCIPLES
13 A. The CONSULTANT agrees that the Contract Cost Principles and Procedures,
14 Title 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq.
15 (Appendix E), shall be used to determine the allowability of cost for individual items.
16 B. The CONSULTANT also agrees to comply with federal procedures in
17 accordance with Title 49 CFR, Part 18, Uniform Administrative Requirements for Grants
18 and Cooperative Agreements to State and Local Governments.
19 C. Any costs for which payment has been made to the CONSULTANT that are
20 determined by subsequent audit to be unallowable under 49 CFR Part 18 and 48 CFR,
21 Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to
22 repayment by the CONSULTANT to the COUNTY.
23 XIII. COVENANT AGAINST CONTINGENT FEES
24 A. The CONSULTANT warrants, by execution of the AGREEMENT, that the
25 CONSULTANT has not employed or retained any company or person, other than a bona
26 fide employee working for the CONSULTANT; to solicit or secure the AGREEMENT; and
27 that CONSULTANT has not paid or agreed to pay any company or person other than a
28 bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other
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1 consideration, contingent upon or resulting from the award or formation of the
2 AGREEMENT. For breach or violation of this warranty, the COUNTY shall have the right
3 to annul the AGREEMENT without liability, and to pay only for the value of the work
4 actually performed by the CONSULTANT, or alternatively in the COUNTY's discretion, to
5 deduct from the contract price or consideration, or otherwise recover the full amount of
6 such any such commission, percentage, brokerage fee, gift, contingent fee or similar form
7 of consideration previously paid by the CONSULTANT.
8 XIV. RETENTION OF RECORDS/AUDIT
9 A. For the purpose of determining the sufficiency of the CONSUTLANT'S
10 performance of the contract (and compliance with Public Contract Code 10115, et seq. and
11 Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when
12 applicable), the CONSULTANT, subcontractors, and the COUNTY, and each of them, shall
13 maintain all books, documents, papers, accounting records, and other evidence pertaining
14 to the performance of the AGREEMENT, including but not limited to, the costs of
15 administering the AGREEMENT.
16 B. All parties shall make such materials available at their respective offices at all
17 reasonable times throughout the entirety of the contract term and for three years from the
18 date of final payment under the contract, pursuant to Government Code 8546.7. The state,
19 the State Auditor, the COUNTY, Federal Highway Administration, or any duly authorized
20 representative of the federal government shall have access to any books, records, and
21 documents of the CONSULTANT that are pertinent to the contract for audit, examinations,
22 excerpts, and transactions, and copies thereof shall be furnished if requested. It shall be
23 the responsibility of the CONSULTANT to ensure that all subcontracts in excess of
24 $25,000 shall contain this provision.
25 C. The CONSULTANT and subconsultants' contracts, including cost proposals and
26 indirect cost rates (JCR), are subject to audits or reviews such as, but not limited to, a
27 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA)
28 ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENT, cost
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1 proposal and ICR and related workpapers, if applicable, will be reviewed to verify
2 compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances
3 of a CPA ICR Audit Workpaper Review it is the CONSULTANT'S responsibility to ensure
4 federal, state, or local government officials are allowed full access to the CPA's
5 workpapers. The AGREEMENT, cost proposal, and ICR shall be adjusted by the
6 CONSULTANT and approved by the CONTRACT ADMINISTRATOR to conform to the
7 audit or review recommendations. The CONSULTANT agrees that individual terms of costs
8 identified in the audit report shall be incorporated into the AGREEMENT by this reference i
9 directed by the COUNTY at its sole discretion. Refusal by the CONSULTANT to
10 incorporate audit or review recommendations, or to ensure that the Federal, State, or local
11 governments have access to CPA workpapers, will be considered a breach of the
12 AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of
13 prior reimbursed costs.
14 XV. AUDIT REVIEW PROCEDURES
15 A. Any dispute concerning a question of fact arising under an interim or post audit
16 of the AGREEMENT that is not disposed of by agreement between the parties, shall be
17 reviewed by the COUNTY's Auditor/Controller/Treasurer/Tax-Collector.
18 B. Not later than 30 days after issuance of the final audit report, the CONSULTANT
19 may request a review by the COUNTY's Auditor/Controller/Treasurer/Tax-Collector of
20 unresolved audit issues. The request for review will be submitted in writing.
21 C. Neither the pendency of a dispute nor its consideration by the COUNTY will
22 excuse the CONSULTANT from full and timely performance, in accordance with the terms
23 of the AGREEMENT.
24 D. The CONSULTANT and subconsultants' contracts, including cost proposals and
25 indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a
26 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA)
27 ICR Audit Workpaper Review. If selected for audit or review, the contract, cost proposal
28 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48
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1 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit
2 Workpaper Review it is the CONSULTANT's responsibility to ensure federal, state, or local
3 government officials are allowed full access to the CPA's workpapers. The AGREEMENT,
4 cost proposal, and ICR shall be adjusted by the CONSULTANT and approved by the
5 CONTRACT ADMINISTRATOR to conform to the audit or review recommendations. The
6 CONSULTANT agrees that individual terms of costs identified in the audit report shall be
7 incorporated into the contract by this reference if directed by the COUNTY at its sole
8 discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations,
9 or to ensure that the Federal, State, or local governments have access to CPA workpapers,
10 will be considered a breach of contract terms and cause for termination of the
11 AGREEMENT and disallowance of prior reimbursed costs.
12 XVI. ERRORS OR OMISSIONS CLAIMS AND DISPUTES
13 A. Definitions:
14 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider o
15 professional services, acting as a business entity (owner, partnership, corporation, joint
16 venture or other business association) in accordance with the terms of an agreement with
17 the COUNTY.
18 2. A "Claim" is a demand or assertion by one of the parties seeking, as a
19 matter of right, adjustment or interpretation of contract terms, payment of money, extension
20 of time, change orders, or other relief with respect to the terms of the contract. The term
21 "Claim" also includes other disputes and matters in question between the COUNTY and
22 the CONSULTANT arising out of or relating to the contract. Claims must be made by
23 written notice. The provisions of Government Code section 901, et seq., shall apply to
24 every claim made to the COUNTY. The responsibility to substantiate claims shall rest with
25 the party making the claim. The term "Claim" also includes any allegation of an error or
26 omission by the CONSULTANT.
27 B. In the spirit of cooperation between the COUNTY and the CONSULTANT, the
28 following procedures are established in the event of any claim or dispute alleging a
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1 negligent error, act, or omission, of the CONSULTANT.
2 1. Claims, disputes or other matters in question between the parties, arising
3 out of or relating to the AGREEMENT, shall not be subject to arbitration, but shall be
4 subject to the following procedures.
5 2. The COUNTY and the CONSULTANT shall meet and confer and attempt
6 to reach agreement on any dispute, including what damages have occurred, the measure
7 of damages and what proportion of damages, if any, shall be paid by either party. The
8 parties agree to consult and consider the use of mediation or other form of dispute
9 resolution prior to resorting to litigation.
10 3. If the COUNTY and the CONSULTANT cannot reach agreement under
11 Article XVI, Section B, Paragraph 2, the disputed issues may, upon concurrence by all
12 parties, be submitted to a panel of three (3) for a recommended resolution. The
13 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the
14 third member shall be selected by the other two panel members. The discovery rights
15 provided by California Code of Civil Procedure for civil proceedings shall be available and
16 enforceable to resolve the disputed issues. Either party requesting this dispute resolution
17 process shall, when invoking the rights to this panel, give to the other party a notice
18 describing the claims, disputes and other matters in question. Prior to twenty (20) working
19 days before the initial meeting of the panel, both parties shall submit all documents such
20 party intends to rely upon to resolve such dispute. If it is determined by the panel that any
21 party has relied on such documentation, but has failed to previously submit such
22 documentation on a timely basis to the other party, the other party shall be entitled to a 20-
23 working-day continuance of such initial meeting of the panel. The decision by the panel is
24 not a condition precedent to arbitration, mediation or litigation.
25 4. Upon receipt of the panel's recommended resolution of the disputed
26 issue(s), the COUNTY and the CONSULTANT shall again meet and confer and attempt to
27 reach agreement. If the parties still are unable to reach agreement, each party shall have
28 recourse to all appropriate legal and equitable remedies.
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1 C. The procedures to be followed in the resolution of claims and disputes may be
2 modified any time by mutual agreement of the parties hereto.
3 D. The CONSULTANT shall continue to perform its obligations under the
4 AGREEMENT pending resolution of any dispute, and the COUNTY shall continue to make
5 payments of all undisputed amounts due under the AGREEMENT.
6 E. When a claim by either party has been made alleging the CONSULTANT'S
7 negligent error, act, or omission, the COUNTY and the CONSULTANT shall meet and
8 confer within twenty-one (21) working days after the written notice of the claim has been
9 provided.
10 XVII. SUBCONTRACTING
11 A. The CONSULTANT shall perform the work contemplated with resources
12 available within its own organization; and no portion of the work pertinent to this contract
13 shall be subcontracted without prior written authorization by the CONTRACT
14 ADMINISTRATOR, excepting only those portions of the work and the responsible
15 subconsultants that are expressly identified in Appendix B hereto.
16 B. Any subcontract in excess of $25,000 entered into by CONSULTANT, pertaining
17 to work to be performed under the AGREEMENT, shall contain all of the provisions
18 stipulated in the AGREEMENT to be applicable to subconsultants.
19 C. Any substitution of subconsultant(s) must be approved in writing by the
20 CONTRACT ADMINISTRATOR prior to the start of work by such subconsultant(s).
21 XVIII. EQUIPMENT PURCHASE
22 A. Prior authorization in writing, by the CONTRACT ADMINISTRATOR shall be
23 required before the CONSULTANT enters into any unbudgeted purchase order, or
24 subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. The
25 CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such
26 costs.
27 B. Prior authorization by the CONTRACT ADMINISTRATOR shall be required for
28 purchase of any item, service or consulting work in excess of $5,000 that is not covered in
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1 the CONSULTANT'S Cost Proposal; and the CONSULTANT'S request must be
2 accompanied by at least three competitive quotations, unless the absence of bidding is
3 adequately justified, to the satisfaction of the CONTRACT ADMINISTRATOR in his or her
4 discretion, by written explanation provided by the CONSULTANT with its submittal.
5 C. Any authorized purchase of equipment as a result of the AGREEMENT is
6 subject to the following: "The CONSULTANT shall maintain an inventory of all
7 nonexpendable property. Nonexpendable property is defined as having a useful life of at
8 least two years and an acquisition cost of $5,000 or more. If the purchased equipment
9 needs replacement and is sold or traded in, the COUNTY shall receive a proper refund or
10 credit at the conclusion of the contract, or if the contract is terminated, the CONSULTANT
11 may either keep the equipment and credit the COUNTY in an amount equal to its fair
12 market value, or sell such equipment at the best price obtainable at a public or private sale,
13 in accordance with established COUNTY procedures; and credit the COUNTY in an
14 amount equal to the sales price. If the CONSULTANT elects to keep the equipment, fair
15 market value shall be determined at the CONSULTANT'S expense, on the basis of a
16 competent independent appraisal of such equipment. Appraisals shall be obtained from an
17 appraiser mutually agreeable to by the COUNTY and the CONSULTANT, if it is determined
18 to sell the equipment, the terms and conditions of such sale must be approved in advance
19 by the COUNTY." Title 49 CFR, Part 18 requires a credit to Federal funds when
20 participating equipment with a fair market value greater than $5,000.00 is credited to the
21 PROJECT.
22 XIX. INSPECTION OF WORK
23 The CONSULTANT and any subcontractor shall permit the COUNTY, the state, and
24 the FHWA to review and inspect the PROJECT activities and files at all reasonable times
25 during the performance period of the AGREEMENT including review and inspection on a
26 daily basis.
27 XX. LIABILITY INSURANCE
28 A. Without limiting the COUNTY'S right to obtain indemnification from the
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1 CONSULTANT or any third parties, the CONSULTANT, at its sole expense, shall maintain
2 in full force and effect, the following insurance policies prior to commencement of any work
3 for the COUNTY and, thereafter, throughout the entire term of the AGREEMENT (with the
4 exception of Professional Liability Insurance, which the CONSULTANT shall maintain in full
5 force and effect for the additional period of time required by Article XX, Section A,
6 Paragraph 4).
7 1. Commercial General Liability Insurance with limits not less than One
8 Million Dollars ($1 ,000,000.00) per occurrence and an annual aggregate of not less than
9 Two Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis.
10 The COUNTY may require specific coverages including completed operations, products
11 liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other
12 liability insurance deemed necessary because of the nature of the AGREEMENT.
13 2. Comprehensive Automobile Liability Insurance with limits for bodily injury
14 of Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand
15 Dollars ($500,000.00) per accident and for property damages of Fifty Thousand Dollars
16 ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand
17 Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in
18 connection with the AGREEMENT.
19 3. Worker's Compensation insurance policy as required by the California
20 Labor Code.
21 4. Professional Liability Insurance:
22 a. If the CONSULTANT employs licensed professional staff in
23 providing services, Professional Liability Insurance with limits of One Million Dollars
24 ($1 ,000,000.00) per claim, Three Million Dollars ($3,000,000.00) annual aggregate.
25 b. The Professional Liability Insurance shall be kept in full force and
26 effect for a period of three (3) years from the date of substantial completion of the
27 CONSULTANT'S work as determined by the COUNTY.
28 c. The CONSULTANT shall obtain endorsements to the Commercial
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1 General Liability insurance naming the COUNTY, its officers, agents, and employees,
2 individually and collectively, as additional insured, but only insofar as the operations under
3 the AGREEMENT are concerned. Such coverage for additional insured shall apply as
4 primary insurance and any other insurance, or self-insurance, maintained by the COUNTY,
5 its officers, agents and employees shall be excess only and not contributing with insurance
6 provided under the CONSULTANT'S policies herein. The CONSULTANT shall give the
7 COUNTY at least thirty (30) days advance written notice of any cancellation, expiration,
8 reduction or other material change in coverage with respect to any of the aforesaid policies.
9 d. Prior to commencing any such work under the AGREEMENT, the
10 CONSULTANT shall provide to the COUNTY certificates of insurance and endorsements
11 for all of the required policies as specified above, stating that all such insurance coverage
12 has been obtained and is in full force; that the COUNTY, its officers, agents and
13 employees will not be responsible for any premiums on the policies; that such Commercial
14 General Liability insurance names the COUNTY, its officers, agents and employees,
15 individually and collectively, as additional insured, but only insofar as the operations under
16 the AGREEMENT are concerned; that such coverage for additional insured shall apply as
17 primary insurance and any other insurance, or self-insurance, maintained by the COUNTY,
18 its officers, agents and employees, shall be excess only and not contributing with insurance
19 provided under the CONSULTANT'S policies herein; and that this insurance shall not be
20 cancelled or changed without a minimum of thirty (30) days advance, written notice given
21 to the COUNTY. All certificates shall clearly indicate the COUNTY'S identifying Contract
22 Number for the AGREEMENT, and the certificates shall be sent to the attention of the
23 CONTRACT ADMINISTRATOR.
24 e. In the event the CONSULTANT fails to keep in effect at all times
25 insurance coverage as herein provided, the COUNTY may, in addition to other remedies it
26 may have, suspend or terminate the AGREEMENT upon the occurrence of such event.
27 f. All policies shall be issued by admitted insurers licensed to do
28 business in the State of California, and all such insurance shall be purchased from
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1 companies possessing a current A.M. Best, Inc. rating of A and FSC VII or better.
2 XXI. HOLD HARMLESS
3 A. The CONSULTANT shall defend, hold harmless and indemnify the COUNTY, its
4 officers, agents, and employees, against the payment of any and all costs and expenses
5 (including reasonable attorney fees and court costs), damages, claims, suits, losses, and
6 liability for bodily and personal injury to or death of any person or for loss of any property
7 resulting from or arising out of any negligent or wrongful acts, errors or omissions of the
8 CONSULTANT, its officers, agents, and employees, in performing or failing to perform any
9 work, services, or functions under the AGREEMENT.
10 B. The COUNTY and the CONSULTANT hereby declare their mutual intent to
11 cooperate in the defense of any claim, suit, or other action alleging liability, arising from the
12 negligent performance or failure to perform of any COUNTY construction contractor or
13 subcontractor involved in PROJECT(S). Such cooperation may include an agreement to
14 prepare and present a cooperative defense after consultation with the CONSULTANT'S
15 professional liability insurance carrier.
16 XXII. OWNERSHIP OF DATA
17 A. All documents, including preliminary documents, calculations, and survey data,
18 required in performing services under the AGREEMENT shall be submitted to, and shall
19 remain at all times the property of the COUNTY regardless of whether they are in the
20 possession of the CONSULTANT or any other person, firm, corporation or agency.
21 B. The CONSULTANT understands and agrees the COUNTY shall retain full
22 ownership rights of the drawings and work product of the CONSULTANT for the
23 PROJECT, to the fullest extent permitted by law. In this regard, the CONSULTANT
24 acknowledges and agrees the CONSULTANT'S services are on behalf of the COUNTY
25 and are "works made for hire," as that term is defined in copyright law, by the COUNTY;
26 that the drawings and work product to be prepared by the CONSULTANT are for the sole
27 and exclusive use of the COUNTY, and that the COUNTY shall be the sole owner of all
28 patents, copyrights, trademarks, trade secrets and other rights and contractual interests in
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1 connection therewith which are developed and compensated solely under the
2 AGREEMENT; that all the rights, title and interest in and to the drawings and work product
3 will be transferred to the COUNTY by the CONSULTANT to the extent the CONSULTANT
4 has an interest in and authority to convey such rights; and the CONSULTANT will assist
5 the COUNTY to obtain and enforce patents, copyrights, trademarks, trade secrets, and
6 other rights and contractual interests relating to said drawings and work product, free and
7 clear of any claim by the CONSULTANT or anyone claiming any right through the
8 CONSULTANT. The CONSULTANT further acknowledges and agrees the COUNTY's
9 ownership rights in such drawings or work product, shall apply regardless of whether such
10 drawings or work product, or any copies thereof, are in possession of the CONSULTANT,
11 or any other person, firm, corporation, or entity. For purposes of the AGREEMENT the
12 terms "drawings and work producf' shall mean all reports and study findings commissioned
13 to develop the PROJECT design, drawings and schematic or preliminary design
14 documents, certified reproducibles of the original final construction contract drawings,
15 specifications, the approved estimate, record drawings, as-built plans, and discoveries,
16 developments, designs, improvement, inventions, formulas, processes, techniques, or
17 specific know-how and data generated or conceived or reduced to practice or learning by
18 the CONSULTANT, either alone or jointly with others, that result from the tasks assigned to
19 the CONSULTANT by the COUNTY under the AGREEMENT.
20 C. If the AGREEMENT is terminated during or at the completion of any phase
21 under Article Ill, a reproducible copy of report(s) or preliminary documents shall be
22 submitted by the CONSULTANT to the COUNTY, which may use them to complete the
23 PROJECT(S) at a future time.
24 D. If the PROJECT is terminated at the completion of a construction document
25 phase of the PROJECT, certified reproducibles on 4 mil thick double matte film of the
26 original final construction contract drawings, specifications, and approved engineer's
27 estimate shall be submitted by the CONSULTANT to the COUNTY.
28 E. Documents, including drawings and specifications, prepared by the
COUNTY OF FRESNO
Fresno. California
06/23117
31
1 CONSULTANT pursuant to the AGREEMENT are intended to be suitable for reuse by the
2 COUNTY or others on extensions of the services provided for PROJECT. Any use of
3 completed documents for projects other than PROJECT(S) and/or any use of uncompleted
4 documents will be at the COUNTY'S sole risk and without liability or legal exposure to the
5 CONSULTANT.
6 The electronic files provided by the CONSULTANT to the COUNTY are submitted
7 for an acceptance period lasting until the expiration of the AGREEMENT (i.e., throughout
8 the duration of the contract term, including any extensions). Any defects the COUNTY
9 discovers during such acceptance period will be reported to the CONSULT ANT and will be
10 corrected as part of the CONSULTANT'S "Basic Scope of Work."
11 F. The CONSULTANT shall not be liable for claims, liabilities or losses arising out
12 of, or connected with (1) the modification or misuse by the COUNTY or anyone authorized
13 by the COUNTY, of such CAD data, or (2) decline of accuracy or readability of CAD data
14 due to inappropriate storage conditions or duration; or (3) any use by the COUNTY, or
15 anyone authorized by the COUNTY, of such CAD data or other PROJECT documentation
16 for additions to the PROJECT for the completion of the PROJECT by others, or for other
17 projects; except to the extent that said use may be expressly authorized, in writing, by the
18 CONSULTANT.
19 G. The COUNTY, in the discretion of its Board of Supervisors, may permit the
20 copyrighting of reports or other products of the AGREEMENT; and provided further, that if
21 copyrights are permitted; the CONSULTANT hereby agrees and the AGREEMENT shall be
22 deemed to provide that the Federal Highway Administration shall have the royalty-free
23 nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize
24 others to use, the work for government purposes.
25 XXIII. CLAIMS FILED BY THE COUNTY'S CONSTRUCTION CONTRACTOR
26 A. If claims are filed by the COUNTY's construction contractor relating to work
27 performed by the CONSULTANT'S personnel, and additional information or assistance
28 from the CONSULTANT'S personnel is required in order to evaluate or defend against
COUNTY OF FRESNO
Fresno, California
06/23/17
32
1 such claims, then the CONSULTANT hereby agrees in such event to make its personnel
2 available for consultation with the COUNTY's construction contract administration and legal
3 staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.
4 B. The CONSULTANT'S personnel that the COUNTY considers essential to assist
5 in defending against the construction contractor's claims will be made available on
6 reasonable notice from the DIRECTOR. Services of the CONSULTANT'S personnel in
7 connection with consultation or testimony for this purpose will be performed pursuant to a
8 written contract amendment, if determined by the parties to be necessary or appropriate.
9 XXIV. CONFIDENTIALITY OF DATA
10 A. All financial, statistical, personal, technical, or other data and information relative
11 to the COUNTY'S operations, which are designated confidential by the COUNTY and
12 made available to the CONSULTANT in order to carry out the AGREEMENT, shall be
13 protected by the CONSULTANT from unauthorized use and disclosure.
14 B. Permission to disclose information on one occasion, or public hearing held by
15 the COUNTY relating to the contract, shall not authorize the CONSULTANT to further
16 disclose such information, or disseminate the same on any other occasion.
17 C. The CONSULTANT shall not comment publicly to the press or any other media
18 regarding the AGREEMENT or the COUNTY's actions on the same, except to the
19 COUNTY's staff, the CONSULTANT'S own personnel involved in the performance of the
20 AGREEMENT, at public hearings or in response to questions from a Legislative committee.
21 D. The CONSULTANT shall not issue any news release or public relations item of
22 any nature, whatsoever, regarding work performed or to be performed under the
23 AGREEMENT without prior review of the contents thereof by the COUNTY, and receipt of
24 the COUNTY'S written permission.
25 E. All information related to the construction estimate is confidential, and shall not
26 be disclosed by the CONSULTANT to any entity other than the COUNTY.
27 XXV. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
28 In accordance with Public Contract Code Section 10296, the CONSULTANT hereby
COUNTY OF FRESNO
Fresno, California
06/23/17
33
1 states under penalty of perjury that no more than one final unappealable finding of
2 contempt of court by a federal court has been issued against the CONSUL TANTwithin the
3 immediately preceding two-year period, because of the CONSULTANT'S failure to comply
4 with an order of a federal court that orders the CONSULTANT to comply with an order of
5 the National Labor Relations Board.
6 XXVI. EVALUATION OF THE CONSULTANT
7 The CONSULTANT'S performance will be evaluated by the COUNTY using the form
8 attached to the RFQ as Attachment C. A copy of the evaluation will be sent to the
9 CONSULTANT for comments. The evaluation together with the comments shall be
10 retained as part of the contract record.
11 XXVII. STATEMENT OF COMPLIANCE: NON-DISCRIMINATION
12 A The CONSULTANT'S signature affixed herein, and dated, shall constitute a
13 certification under penalty of perjury under the laws of the State of California that the
14 CONSULTANT has, unless exempt, complied with, the nondiscrimination program
15 requirements of Government Code Section 12990 and Title 2, California
16 Administrative Code, Section 8103.
17 B. During the performance of the AGREEMENT, the CONSULTANT and its
18 subconsultants shall not unlawfully discriminate, harass, or allow harassment against any
19 employee or applicant for employment because of sex, race, color, ancestry, religious
20 creed, national origin, physical disability (including HIV and AIDS), mental disability,
21 medical condition (e.g., cancer), age (over 40), marital status, and denial of family care
22 leave. The CONSULTANT and subconsultants shall ensure that the evaluation and
23 treatment of their employees and applicants for employment are free from such
24 discrimination and harassment. The CONSULTANT and subconsultants shall comply with
25 the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.)
26 and the applicable regulations promulgated thereunder (California Code of Regulations,
27 Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and
28 Housing Commission implementing Government Code Section 12990 (a-f), set forth in
COUNTY OF FRESNO
Fresno, California
06123117
34
1 Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated
2 into the AGREEMENT by reference and made a part hereof as if set forth in full. The
3 CONSULTANT and subconsultants shall give written notice of their obligations under this
4 clause to labor organizations with which they have a collective bargaining or other
5 agreement.
6 C. The CONSULTANT and subconsultants shall include the nondiscrimination and
7 compliance provisions of this clause in all subcontracts to perform work under the
8 AGREEMENT.
9 XXVIII. DEBARMENT AND SUSPENSION CERTIFICATION
10 A. The CONSULTANT'S signature affixed herein, shall constitute a certification
11 under penalty of perjury under the laws of the State of California, that the CONSULTANT
12 has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and
13 Suspension Certificate, which certifies that he/she or any person associated therewith in
14 the capacity of owner, partner, director, officer, or manager, is not currently under
15 suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal
16 agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible
17 by any federal agency within the past three (3) years; does not have a proposed
18 debarment pending; and has not been indicted, convicted, or had a civil judgment rendered
19 against it by a court of competent jurisdiction in any matter involving fraud or official
20 misconduct within the past three (3) years. Any exceptions to this certification must be
21 disclosed to the COUNTY on Appendix F.
22 B. Exceptions will not necessarily result in denial of recommendation for award, but
23 will be considered in determining CONSULTANT responsibility. Disclosures must indicate
24 to whom exceptions apply, initiating agency, and dates of action.
25 C. Exceptions to the Federal Government Excluded Parties Listing System
26 maintained by the General Services Administration are to be determined by the Federal
27 Highway Administration.
28 XXIX. COMPLIANCE WITH LAWS AND STATE PREVAILING WAGE RATES
COUNTY OF FRESNO
Fresno, California
06/23/17
35
1 A. The CONSULTANT shall comply with the State of California's General Prevailing
2 Wage Rate requirements in accordance with California Labor Code, Section 1770, and all
3 Federal, State, and local laws and ordinances applicable to the work.
4 B. Any subcontract entered into as a result of this contract if for more than $25,000
5 for public works construction or more than $15,000 for the alteration, demolition, repair, or
6 maintenance of public works, shall contain all of the provisions of this Article.
7 XXX. CONFLICT OF INTEREST
8 A. The CONSULTANT shall comply with the provisions of the Fresno County
9 Department of Public Works and Planning Conflict of Interest Code, attached hereto as
10 Appendix G and incorporated herein. Such compliance shall include the filing of annual
11 statements pursuant to the regulations of the State Fair Political Practices Commission
12 including, but not limited to, portions of Form 700.
13 B. The CONSULTANT shall disclose any financial, business, or other relationship
14 with the COUNTY that may have an impact upon the outcome of this contract, or any
15 ensuing COUNTY construction project. The CONSULTANT shall also list current clients
16 who may have a financial interest in the outcome of this contract, or any ensuing COUNTY
17 construction project, which will follow.
18 C. The CONSULTANT hereby certifies that it does not now have, nor shall it
19 acquire any financial or business interest that would conflict with the performance of
20 services under the AGREEMENT.
21 D. The CONSULTANT hereby certifies that neither the CONSULTANT, nor any firm
22 affiliated with the CONSULTANT will bid on any construction contract, or on any contract to
23 provide construction inspection for any construction PROJECT resulting from the
24 AGREEMENT; provided, however, that this shall not be construed as disallowing the
25 CONSULTANT or affiliated firm from performing, pursuant to the AGREEMENT or other
26 agreement with the COUNTY, construction inspection services on behalf of the COUNTY
27 for the PROJECT. An affiliated firm is one, which is subject to the control of the same
28 persons through joint ownership, or otherwise.
COUNTY OF FRESNO
Fresno, California
06123117
36
1 E. Except for subconsultants or subcontractors whose services are limited to
2 providing surveying or materials testing information, no subcontractor who has provided
3 design services in connection with this contract shall be eligible to bid on any construction
4 contract, or on any contract to provide construction inspection for any construction project
5 resulting from this contract; provided, however, that this shall not be construed as
6 disallowing subcontractors who have provided design services for the PROJECT from
7 performing, pursuant to the AGREEMENT or other agreement with the COUNTY,
8 construction inspection services on behalf of the COUNTY for the PROJECT.
9 XXXI. REBATES. KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
10 The CONSULTANT warrants that the AGREEMENT was not obtained or secured
11 through rebates kickbacks or other unlawful consideration, either promised or paid to any
12 COUNTY employee. For breach or violation of this warranty, the COUNTY shall have the
13 right, in its discretion, to do any of the following: terminate the AGREEMENT without
14 liability; or to pay only for the value of the work actually performed; or to deduct from the
15 AGREEMENT price, or otherwise recover the full amount of such rebate, kickback or other
16 unlawful consideration.
17 XXXII. PROHIBITION OF EXPENDING COUNTY STATE OR FEDERAL FUNDS FOR
18 LOBBYING
19 A. The CONSULTANT shall sign the lobbying forms, attached hereto and
20 incorporated herein as Appendix H, as required by the instructions found on each form.
21 B. The CONSULTANT certifies to the best of his or her knowledge and belief that:
22 1. No state, federal or COUNTY appropriated funds have been paid, or will
23 be paid by or on behalf of the CONSULTANT to any person for influencing or attempting to
24 influence an officer or employee of any state or federal agency; a Member of the State
25 Legislature or United States Congress; an officer or employee of the Legislature or
26 Congress; or any employee of a Member of the Legislature or Congress, in connection with
27 any of the following:
28 a. the awarding of any state or federal contract;
COUNTY OF FRESNO
Fresno, California
06/23/17
37
1 b. the making of any state or federal grant;
2 c. the making of any state or federal loan;
3 d. the entering into of any cooperative agreement, or
4 e. the extension, continuation, renewal, amendment, or modification
5 of any state or federal contract, grant, loan, or cooperative agreement.
6 2. If any funds other than federally appropriated funds have been paid, or will
7 be paid to any person for influencing or attempting to influence an officer or employee of
8 any federal agency; a Member of Congress; an officer or employee of Congress, or an
9 employee of a Member of Congress; in connection with this federal contract, grant, loan, or
10 cooperative agreement, then the CONSULTANT shall complete and submit Standard
11 Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
12 C. The certification required by the provisions of this Article is a material
13 representation of fact upon which reliance was placed when this transaction was made or
14 entered into. Submission of this certification is a prerequisite for making or entering into
15 this transaction imposed by Title 31, U.S. Code Section 1352. Any person who fails to file
16 the required certification shall be subject to a civil penalty of not less than $10,000 and not
17 more than $100,000 for each such failure.
18 D. The CONSULTANT also agrees by signing this document that he or she shall
19 require that the language of this certification be included in all lower-tier subcontracts,
20 which exceed $100,000, and that all such sub-recipients shall certify and disclose
21 accordingly.
22 XXXIII. INDEPENDENT CONTRACTOR
23 A. In performance of the work, duties and obligations assumed by the CONSUL TAN
24 under the AGREEMENT, it is mutually understood and agreed that the CONSULTANT,
25 including any and all of the CONSULTANT'S officers, agents, and employees will at all times
26 be acting and performing as an independent contractor, and shall act in an independent
27 capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate
28 of the COUNTY. Furthermore, the COUNTY shall have no right to control or supervise or
COUNTY OF FRESNO
Fresno, California
06/23/17
38
1 direct the manner or method by which the CONSULTANT shall perform its work and function.
2 However, the COUNTY shall retain the right to administer the AGREEMENT so as to verify
3 that the CONSULTANT is performing its obligations in accordance with the terms and
4 conditions thereof.
5 B. The CONSULTANT and the COUNTY shall comply with all applicable provisions o
6 law and the rules and regulations, if any, of governmental authorities having jurisdiction over
7 matters the subject thereof.
8 C. Because of its status as an independent contractor, the CONSULTANT shall have
9 absolutely no right to employment rights and benefits available to COUNTY employees. the
10 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of, its
11 employees all legally-required employee benefits. In addition, the CONSULTANT shall be
12 solely responsible and save the COUNTY harmless from all matters relating to payment of
13 the CONSULTANT'S employees, including compliance with Social Security withholding and
14 all other regulations governing such matters. It is acknowledged that during the term of the
15 AGREEMENT, the CONSULTANT may be providing services to others unrelated to the
16 COUNTY or to the AGREEMENT.
17 XXXIV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
18 This provision is only applicable if the CONSULTANT is operating as a corporation
19 (a for-profit or non-profit corporation) or if during the term of the AGREEMENT, the
20 CONSULANT changes its status to operate as a corporation. Members of the
21 CONSULTANT'S Board of Directors shall disclose any self-dealing transactions that they
22 are a party to while the CONSULTANT is providing goods or performing services under the
23 AGREEMENT. A self-dealing transaction shall mean a transaction to which the
24 CONSULTANT is a party and in which one or more of its directors has a material financial
25 interest. Members of the Board of Directors shall disclose any self-dealing transactions that
26 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,
27 attached hereto as Appendix I, and submitting it to the COUNTY prior to commencing with
28 the self-dealing transaction or immediately thereafter.
COUNTY OF FRESNO
Fresno, California
06/23/17
39
1 XXXV. NOTIFICATION
2 All notices hereunder and communications regarding interpretation of the terms of
3 the AGREEMENT and changes thereto, shall be effected by the mailing thereof by
4 registered or certified mail, return receipt requested, postage prepaid, and addressed to
5 the CONTRACT ADMINISTRATOR and the CONSULTANT'S Project Manager identified
6 on Page 1 of the AGREEMENT.
7 XXXVI. NON-ASSIGNMENT
8 Neither party shall assign, transfer or sub-contract the AGREEMENT or any of its
9 respective rights or duties hereunder, without the prior written consent of the other party.
10 XXXVII. CONSULTANT'S LEGAL AUTHORITY
11 Each individual executing or attesting the AGREEMENT on behalf of the
12 CONSULTANT hereby covenants, warrants, and represents: (i) that he or she is duly
13 authorized by or in accordance with the CONSULTANT'S corporate by-laws to execute or
14 attest and deliver the AGREEMENT on behalf of the CONSULTANT; and (ii) that the
15 AGREEMENT, once he or she has executed it, is and shall be binding upon such
16 Corporation.
17 XXXVIII. BINDING UPON SUCCESSORS
18 The AGREEMENT shall be binding upon and inure to the benefit of the parties and
19 their respective successors in interest, assigns, legal representatives, and heirs.
20 XXXIX. INCONSISTENCIES
21 In the event of any inconsistency in interpreting the documents which constitute the
22 AGREEMENT, the inconsistency shall be resolved by giving precedence in the following
23 order of priority: (1) the text of the AGREEMENT (excluding Appendices); (2) Appendices
24 to the AGREEMENT.
25 XL. SEVERABILITY
26 Should any part of the AGREEMENT be determined to be invalid or unenforceable,
27 then the AGREEMENT shall be construed as not containing such provision, and all other
28 provisions which are otherwise lawful shall remain in full force and effect, and to this end
COUNTY OF FRESNO
Fresno. California
06/23/17
40
1 the provisions of the AGREEMENT are hereby declared to be severable.
2 XLI. FINAL AGREEMENT
3 Both of the above-named parties to the AGREEMENT hereby expressly agree that
4 the AGREEMENT constitutes the entire agreement between the two parties with respect to
5 the subject matter hereof and supersedes all previous negotiations, proposals,
6 commitments, writing, advertisements, publications, and understandings of any nature
7 whatsoever unless expressly included in the AGREEMENT. In consideration of promises,
8 covenants and conditions contained in the AGREEMENT, the CONSULTANT and the
9 COUNTY, and each of them, do hereby agree to diligently perform in accordance with the
10 terms and conditions of the AGREEMENT, as evidenced by the signatures below.
11 II
12 II
13 II
14 II
15 II
16 II
17 II
18 II
19 II
20 II
21 II
22 II
23 II
24 II
25
26
27
28
COUNTY OF FRESNO
Fresno, California
06123/17
41
1 IN WITNESS WHEREOF, the parties have executed this· Agreement on the date
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
. 23
24
25
26
27
28.
COUNTY OF FRESNO
Fresno. California
06123/17
set forth above.
NV5, INC.
~ •··
BradleYaJdrop
·Managing Director
REVIEWED AND RECOM NDED
FOR APPROVAL
By:.:..... ,.---~~~...........,....;.....,. ___ _
Steven E. Whi e, DireCtor
Department of Public Works and
Planning
APPROVED AS TO ACCOUNTING
FORM
Oscar J. Garcia CPA
Auditor-Controller/ Treasurer-Tax
sy: , u.Jb-Colle~·· •
De~t ·
FOR ACCOUNTING USE ONLY
Fund: 0001
Subclass: 10000
Org. No: 4510
Account: 7295
42
COUNTY OF FRESNO
(LJ..L
Brian Pacheco, Chairman
Board of Supervisors
ATTEST:
Bernice E. Seidel, Clerk
Board of Supervisors
Key Personnel Through our delivery of multiple on-call contracts, we have found that having strong project man"!,>ement benefits the client. Ron Pisel, PE will be your project director and transportation engineering ttsk manager. Ron has over 20 years of civil engineering experience with a focus on roadv.:ay, site design, and hydrology. f-or the past 13 years his project designs have been focused on the Fresno/Madera County area. In addition to being a Madera County resident, his focus on the Central Valley has given him an in-depth knowledge of the needs of the local agencies. Ron will leverage his wide range of experience and personal knowledge of the area to lead NV5's on-call efforts. Supporting Ron arc two msk managers. These indiyiduals are uexpertsH in the disciplines required ro deliver your projects. • Bradley Waldrop, PE: Bradley will lead the structural engineering tasks. He has O\'cr 27 years;of cxperie~;ce in the design and construction of structural and transportation cngirteering,projccts. His expertise includes structural !tna.lysis, structural drnamics, and the structural design of new and retrofit of existing structures. He is working on a variety of brldg~ projects for num ' .. • Dave Richard, RON PISEL, PE* Jack Walker, PE* Roger Montes Phillip Ruess, PE Jay Radke, PE Jerry Jackson APPENDIX A
BRG Engineering
Fehr & Peers
Parikh & Associates
REY Engineers, Inc.
Overland, Pacific & Cutler
Subconsultants
APPENDIX B
APPENDIX C
APPENDIX C
Local Assistance Procedures Manual APPENDIX 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: _N;..;;.;../A..::._ ________ _
3. Project Description: 2017 On-Call Engineering Consultant Services
4. Project Location: Various --~~~-------------------------------------------------------
5. Consultant's Name: NV5, Inc. --~--------------------6. Prime Certified DBE: D 7. Total Contract Award Amount: $700,000
8. Total Dollar Amount for A!..b Subconsultants: TBD 9. Total Number of A!..b Subconsultants: _2 _____ _
1 0. Description of Work, Service, or Materials 11. DBE 13. DBE
Certification 12. DBE Contact Information Dollar Supplied Number Amount
Structural Engineering 16370 BRG Engineering TBD Noel Suan, PE-916.566.1166 x101
Geotechnical Engineering 20259 Parikh Consultants, Inc. TBD Gary Parikh, PE, GE-408.452.9000
Loeal Agency to .Compklte tltis .S.CU~~ .
. $TBD 20. Local Agency Contract
Number: 14. TOTAL CLAIMED DBE PARTICIPATION
21. Federal-Aid Project Number:
22. Contract Execution TBD%
Date:
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.
23. Local Agency Representative's Signature 24. Date
~·· (Jz,M_ 11::
16. Date
Bradley Waldrop (916) 641-9108
25. Local Agency Representative's Name 26.Phone 17. Preparer's Name 18. Phone
Managing Director
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 Managemen~ 1120 N Street, MS-89, Sacramento, CA 95814.
Page 1 of2
July 23,2015
APPENDIX D
NVS, INC.
Central Valley
20 17 Charge Rates Schedule
Office:
Technical Services
Engineering Aide/Planning Aide ................................................................................................. $65.00/hour
Project Assistant.............................................................................................................................. $80.00/hour
Project Administrator ................................................................................................................... $105.00/hour
CADD Technician I ....................................................................................................................... $85.00/hour
CADD Technician II ..................................................................................................................... $95.00/hour
CADD Technician ill .................................................................................................................. $110.00/hour
Senior CADD Technician/Designer ......................................................................................... $145.00/hour
Professional
Junior Engineer/Planner/Surveyor ........................................................................................... $105.00/hour
Assistant Engineer/Planner/Surveyor ...................................................................................... $120.00/hour
Associate Engineer/Planner/Surveyor ..................................................................................... $150.00/hour
Senior Engineer/Planner/Surveyor ........................................................................................... $160.00/hour
Manager ................................................................................................................... , ...................... $190.00/hour
Structural Engineer ......................................................................................................... _. ........... $180.00/hour
Associate ............................................ , ............................................................................................ $180.00/hour
Principal .......................................................................................................................................... $225.00/hour
field:
Construction Management
Junior Field Engineer ..................................................................................................................... $93.00/hour
Assistant Field Engineer ................................... , .......................................................................... $105.00/hour
Associate Field Engineer ............................................................................................................. $120.00/hour
Senior Field Engineer ................................................................................................................... $137.00/hour
COnstruction Manager .................................................................................................................. $149.00/hour
Surveying
Survey Manager ............................................................................................................................. $185.00/hour
Principle Land Surveyor... ... ... ... ... ... ... ... ... ... ... ... ... ... .. . ... .. . ... ... ... ... ... ... .. $220.00/hour
Survey Office Engineer ........................................................................ $110.00/hour
Expenses:
Plotting and In-house R.eproduction .............................................................................................. 1.05 x Cost
Subsistence .......................................................................................................................................... 1.05 x Cost
Other Expenses-Including Subconsultants &Purchased Services through Subcontracts .. 1.05 x Cost
Mileage -Outside local area ........................................................................................... Per accepted IRS rate
Effective 1/01/17
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX D
FEE SCHEDULE
EFFECTIVE THROUGH DECEMBER 2017
Construction Phase: All time spent over 8 hours per day and Saturdays for field personnel will be charged at
1.5 times the hourly rate. Sunday work will be charged at twice the hourly rate. All charges are portal-to-
portal and mffeage will be charged at .535 cents per mile. Field time, including travel time, will be charged in
a 2-hour increment. Any chargeable time that falls in between these increments will be charged at the rate
of the next 2-hour increment. Prevailing wages wffl dictate the field rates wherever applicable.
OUTSIDE SERVICES
Dn11ing rental of special equipment and other outside charges WJ11 be invoiced at cost plus 10%. Direct
contracting/bOling and payment will not incur these costs. Outside services. beyond those included in the
proposal, will not be performed without prior authorization from the Client.
Miscellaneous outside reimbursable expenses encountered during the performance of our work, such as
printing and other incidentals, wHI be billed at cost plus 10%. Outside services, beyond those included in the
proposal, will not be performed without prior authorization from the Client.
The hourly rates indicated above shall remain in effect through December 20 17; annual escalations wlll apply
to these rates thereafter. These escalations are on an average of 3% per year.
* Prevaifing wage will apply to field personnel as per DIR.
2360 Qume Drive, Suite A, San Jose. CA 95131 + P (408) 452-9000 + F (408) 452-9004 t www.PARIKHnet.com
San Jose + Oakland Walnut Creek Sacramento Fresno + los Angeles
APPENDIX D
Local Assistance Procedures Manual
APPENDIX E
EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
EXIDBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL
MANAGEMENT SYSTEM
(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of
DLA-OB 13-07-Safe Harbor Indirect Cost Rate for Consultant Contracts found at
http://www.dot.ca.gov/hq/Loca/Programs/DLA _ OB/DLA _ OB.htm in lieu of this form.)
Certification of Final Indirect Costs:
Consultant Firm Name: NV5, Inc. ----~---------------------------------------------------
Indirect Cost Rate: _1_3_6_.3_6 ____ *for fiscal period 0110112015-12/31/2015
*Fiscal period covered for Indirect Cost Rate developed (not the contract period).
Local Government: County of Fresno
Contract Number: N/A --~~~-------------Project Number: __ N __ / A ________________ _
I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal
period as specified above and to the best of my knowledge and belief:
1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in
accordance with the cost principles of the Federal Acquisition Regulations (FAR) ofTitle 48,
Code of Federal Regulations (CFR), Part 31.
2. This proposal does not include any costs which are expressly unallowable under the cost
principles of the FAR of 48 CFR, Part 31.
All known material transactions or events that have occurred affecting the firm's ownership, organization, and
Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.
Certification of Financial Management System:
I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets
the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of
Title 49, CFR, Part 18.20 to the extent applicable to Consultant.
Certification of Dollar Amount for all A&E Contracts:
I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a
California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies
is $ 97 260 700 and the number of states in which the firm does business is --=2'-"6'------
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 reasonable, allowable and allocable to the contract in accordance with the cost
principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:
LPP 15-01
Page 1 of2
January 14, 2015
Local Assistance Procedures Manual
APPENDIX E
EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated
by the Cost Accounting Standards Board (when applicable).
2. Compliant with the terms of the contract and is incurred specifically for the contract.
3. Not prohibited by 23 CFR, Chapter 1, Part 172-Administration of Engineering and Design
Related Service Contracts to the extent requirements are applicable to Consultant.
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files.
Subconsultants (if applicable)
Proposed Contract Amount (or amount not to exceed if on-call contract): $ ________ _
Prime Consultants (if applicable)
Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ ______ _
Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):
BRG Engineering, Inc.
Fehr & Peers
Parikh & Associates, Inc.
REY Engineers, Inc.
Overland, Pacific, & Cutler, Inc.
Consultant Certifying (Print Name and Title):
Name: Bradley Waldrop
Title: Managing Director
$ ________ _
$
$~.---------------
$ ________ _
$ ______________ __
--=
Consultant Certification Signature*~---="----------------------
Date of Certification (mm/dd/yyyy): 07/12/2017 -----------
Consultant Contact Information:
Email: bradley.waldrop@nv5.com
Phone number: 916 .641.9108 -------------------
**An individual executive or financial officer of the consultant's organization at a level no lower than a Vice
President or Chief Financial Officer, or equivalent, who has authority to represent the financial information
utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract.
Note: Per 23 U.S. C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR , Part 31.
23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party
to the contract. Therefore, subconsultants as parties of a contract must complete a certification and send originals to A &I and keep copies
in Local Agency Project Files.
Distribution: I) Original to Caltrans Audits and Investigations
2) Retained in Local Agency Project Files
Page 2 of2
LPP 15-01 January 14, 2015
Local Assistance Procedures Manual EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
Page 1 of 2
LPP 15-01 January 14, 2015
EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL
MANAGEMENT SYSTEM
(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of
DLA-OB 13-07 - Safe Harbor Indirect Cost Rate for Consultant Contracts found at
http://www.dot.ca.gov/hq/LocalPrograms/DLA_OB/DLA_OB.htm in lieu of this form.)
Certification of Final Indirect Costs:
Consultant Firm Name: _________________________________________________________________
Indirect Cost Rate: _______________ * for fiscal period _____________________________________
*Fiscal period covered for Indirect Cost Rate developed (not the contract period).
Local Government: ____________________________________
Contract Number: _______________________ Project Number: _________________________
I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal
period as specified above and to the best of my knowledge and belief:
1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in
accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48,
Code of Federal Regulations (CFR), Part 31.
2. This proposal does not include any costs which are expressly unallowable under the cost
principles of the FAR of 48 CFR, Part 31.
All known material transactions or events that have occurred affecting the firm’s ownership, organization, and
Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.
Certification of Financial Management System:
I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets
the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of
Title 49, CFR, Part 18.20 to the extent applicable to Consultant.
Certification of Dollar Amount for all A&E Contracts:
I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a
California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies
is $________________________ and the number of states in which the firm does business is ________.
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 reasonable, allowable and allocable to the contract in accordance with the cost
principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:
APPENDIX E
County of Fresno
N/A
BRG Engineering, Inc.
N/A
150,000
150%2017
2
Local Assistance Procedures Manual EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
Page 2 of 2
LPP 15-01 January 14, 2015
1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated
by the Cost Accounting Standards Board (when applicable).
2. Compliant with the terms of the contract and is incurred specifically for the contract.
3. Not prohibited by 23 CFR, Chapter 1, Part 172 – Administration of Engineering and Design
Related Service Contracts to the extent requirements are applicable to Consultant.
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files.
Subconsultants (if applicable)
Proposed Contract Amount (or amount not to exceed if on-call contract): $ ____________________
Prime Consultants (if applicable)
Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ ________________
Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
Consultant Certifying (Print Name and Title):
Name: ________________________________________________________________________
Title: _________________________________________________________________________
Consultant Certification Signature **: ______________________________________________
Date of Certification (mm/dd/yyyy): _______________________
Consultant Contact Information:
Email: ______________________________________________________________
Phone number: _______________________________________
**An individual executive or financial officer of the consultant’s organization at a level no lower than a Vice
President or Chief Financial Officer, or equivalent, who has authority to represent the financial information
utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract.
Note: Per 23 U.S.C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31.
23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party
to the contract. Therefore, subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies
in Local Agency Project Files.
Distribution: 1) Original to Caltrans Audits and Investigations
2) Retained in Local Agency Project Files
APPENDIX E
Noel J. Suan
Principal
07/13/2017
nsuan@brgeng.net
916-566-1166 ext. 101
APPENDIX E
APPENDIX E
Local Assistance Procedures Manual
APPENDIX E
EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL
MANAGEMENT SYSTEM
(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of
DLA-OB 13-07-Safe Harbor Indirect Cost Rate for Consultant Contmctsfomul at
http://www.dot.ca.gov/hq/Loca/Progmms/DLA_ OBIDLA_ OB.htm in lieu of this form.)
Certification of Final lndil'ect Costs:
Consultant Firm Name: Overland, Pacific, & Cutler, Inc.
Indirect Cost Rate: ----'-'-15"--8'-.-'o-'% __ *for fiscal period __ 1/'--1---'/_2_0_1_5_-_12_/_3_1_/_2_0_1_5 _____ _
*Fiscal period covered for Indirect Cost Rate developed (not the contract period).
Local Government: County of Fresno
Contract Number: ------------N/A Project Number: _N_/A ________ _
I, the undersigned , certifY that I have reviewed the proposal to establish final indirect cost rates for the fiscal
period as specified above and to the best of my knowledge and belief:
1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in
accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48,
Code of Federal Regulations (CFR), Part 31.
2. This proposal does not include any costs which are expressly unallowable under the cost
principles of the FAR of 48 CFR, Pat1 31.
All known material transactions or events that have occurred affecting the firm's ownership, organization, and
Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.
Certification of Financial Management System:
I, the undersigned , cettifY to the best of my knowledge and belief that our Financial Management System meets
the standards for financial rep Otting , accounting records, internal and budget control as set f01th in the FAR of
Title 49, CFR, Part 18.20 to the extent applicable to Consultant.
Certification of Dollar Amount for all A&E Contracts:
I, the undersigned, certifY that the approximate dollar amount of all A&E contracts awarded by Caltrans or a
California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies
is$ $23, 045,589 and the number of states in which the firm does business is 3
Certification of Dil·ect Costs:
I, the undersigned, cettifY to the best of my knowledge and belief that all direct costs identified on the cost
proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost
principles of the FAR of Title 48, CFR, Pat131. Allowable direct costs to a Government contract shall be:
LPP 15-01
Page 1 of2
January 14, 2015
Local Assistance Procedures Manual
APPENDIX E
EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated
by the Cost Accounting Standards Board (when applicable).
2. Compliant with the terms of the contract and is incurred specifically for the contract.
3. Not prohibited by 23 CFR, Chapter 1, Part 172-Administration of Engineering and Design
Related Service Contracts to the extent requirements are applicable to Consultant.
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files .
Subconsultants (if applicable)
Proposed Contract Amount (or amount not to exceed if on-call contract): $ _________ _
Prime Consultants (if applicable)
Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ _______ _
Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):
$ ______________ __
$ ______________ __
$ ________________ _
$ ________________ _
$ ________________ _
Consultant Ce1tifying (Print Name and Title):
Consultant Contact Information:
Email:
Phone number: ---------------------
**An individual executive or financial officer of the consultant's organization at a level no lower than a Vice
President or Chief Financial Officer, or equivalent, who has authority to represent the financial information
utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract.
Note: Per 23 U.S. C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31.
23 CFR Part 172.3 Definitions state: Consul/an/means the individual or firm providing engineering and design related services as a party
to th e contract. Therefore , subconsultants as parties of a contract must complete a certification and send originals to A&! and keep copies
in Local Agency Project Files.
Distribution: I) Original to Caltrans Audits and Investigation s
2) Retained in Local Agency Project Files
Page 2 of2
LPP 15-01 January 14, 2015
Local Assistance Procedures Manual EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
Page 1 of 2
LPP 15-01 January 14, 2015
EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL
MANAGEMENT SYSTEM
(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of
DLA-OB 13-07 - Safe Harbor Indirect Cost Rate for Consultant Contracts found at
http://www.dot.ca.gov/hq/LocalPrograms/DLA_OB/DLA_OB.htm in lieu of this form.)
Certification of Final Indirect Costs:
Consultant Firm Name: _________________________________________________________________
Indirect Cost Rate: _______________ * for fiscal period _____________________________________
*Fiscal period covered for Indirect Cost Rate developed (not the contract period).
Local Government: ____________________________________
Contract Number: _______________________ Project Number: _________________________
I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal
period as specified above and to the best of my knowledge and belief:
1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in
accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48,
Code of Federal Regulations (CFR), Part 31.
2. This proposal does not include any costs which are expressly unallowable under the cost
principles of the FAR of 48 CFR, Part 31.
All known material transactions or events that have occurred affecting the firm’s ownership, organization, and
Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.
Certification of Financial Management System:
I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets
the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of
Title 49, CFR, Part 18.20 to the extent applicable to Consultant.
Certification of Dollar Amount for all A&E Contracts:
I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a
California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies
is $________________________ and the number of states in which the firm does business is ________.
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 reasonable, allowable and allocable to the contract in accordance with the cost
principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:
APPENDIX E
County of Fresno
N/A
Local Assistance Procedures Manual EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
Page 2 of 2
LPP 15-01 January 14, 2015
1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated
by the Cost Accounting Standards Board (when applicable).
2. Compliant with the terms of the contract and is incurred specifically for the contract.
3. Not prohibited by 23 CFR, Chapter 1, Part 172 – Administration of Engineering and Design
Related Service Contracts to the extent requirements are applicable to Consultant.
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files.
Subconsultants (if applicable)
Proposed Contract Amount (or amount not to exceed if on-call contract): $ ____________________
Prime Consultants (if applicable)
Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ ________________
Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
Consultant Certifying (Print Name and Title):
Name: ________________________________________________________________________
Title: _________________________________________________________________________
Consultant Certification Signature **: ______________________________________________
Date of Certification (mm/dd/yyyy): _______________________
Consultant Contact Information:
Email: ______________________________________________________________
Phone number: _______________________________________
**An individual executive or financial officer of the consultant’s organization at a level no lower than a Vice
President or Chief Financial Officer, or equivalent, who has authority to represent the financial information
utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract.
Note: Per 23 U.S.C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31.
23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party
to the contract. Therefore, subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies
in Local Agency Project Files.
Distribution: 1) Original to Caltrans Audits and Investigations
2) Retained in Local Agency Project Files
APPENDIX E
Local Assistance Procedures Manual EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
Page 1 of 2
LPP 15-01 January 14, 2015
EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL
MANAGEMENT SYSTEM
(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of
DLA-OB 13-07 - Safe Harbor Indirect Cost Rate for Consultant Contracts found at
http://www.dot.ca.gov/hq/LocalPrograms/DLA_OB/DLA_OB.htm in lieu of this form.)
Certification of Final Indirect Costs:
Consultant Firm Name: _________________________________________________________________
Indirect Cost Rate: _______________ * for fiscal period _____________________________________
*Fiscal period covered for Indirect Cost Rate developed (not the contract period).
Local Government: ____________________________________
Contract Number: _______________________ Project Number: _________________________
I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal
period as specified above and to the best of my knowledge and belief:
1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in
accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48,
Code of Federal Regulations (CFR), Part 31.
2. This proposal does not include any costs which are expressly unallowable under the cost
principles of the FAR of 48 CFR, Part 31.
All known material transactions or events that have occurred affecting the firm’s ownership, organization, and
Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.
Certification of Financial Management System:
I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets
the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of
Title 49, CFR, Part 18.20 to the extent applicable to Consultant.
Certification of Dollar Amount for all A&E Contracts:
I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a
California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies
is $________________________ and the number of states in which the firm does business is ________.
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 reasonable, allowable and allocable to the contract in accordance with the cost
principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:
APPENDIX E
County of Fresno
N/A
194.1 1/1/2016 to 12/31/2016
9,500,000 8
Local Assistance Procedures Manual EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
Page 2 of 2
LPP 15-01 January 14, 2015
1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated
by the Cost Accounting Standards Board (when applicable).
2. Compliant with the terms of the contract and is incurred specifically for the contract.
3. Not prohibited by 23 CFR, Chapter 1, Part 172 – Administration of Engineering and Design
Related Service Contracts to the extent requirements are applicable to Consultant.
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files.
Subconsultants (if applicable)
Proposed Contract Amount (or amount not to exceed if on-call contract): $ ____________________
Prime Consultants (if applicable)
Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ ________________
Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
_______________________________________ $_____________________
Consultant Certifying (Print Name and Title):
Name: ________________________________________________________________________
Title: _________________________________________________________________________
Consultant Certification Signature **: ______________________________________________
Date of Certification (mm/dd/yyyy): _______________________
Consultant Contact Information:
Email: ______________________________________________________________
Phone number: _______________________________________
**An individual executive or financial officer of the consultant’s organization at a level no lower than a Vice
President or Chief Financial Officer, or equivalent, who has authority to represent the financial information
utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract.
Note: Per 23 U.S.C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31.
23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party
to the contract. Therefore, subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies
in Local Agency Project Files.
Distribution: 1) Original to Caltrans Audits and Investigations
2) Retained in Local Agency Project Files
APPENDIX E
Mike Shoup, PLS
Survey Manager
7/13/2017
mshoup@reyengineers.com
(408) 219-3236
APPENDIX F
.Ol'712018Ca.lifor .~~~~~iij~rt(~ij~(f.
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 ( 1 )(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.
February 2017
APPENDIX F
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---------------
February 2017
1
2
3
4
APPENDIX G Resolution No. 07·525
BEFORE THE BOARD OF SUPERVISORS
OF THE COUNTY OF FRESNO
STATE OF CALIFORNIA
5 In the matter of
) No.
)
}
6 Amendment of Standard Conflict of
Interest Code for All County
)
)
1 Departments )
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Whereas, the Political Reform Act, Government Code section 81000 et seq.,
requires state and local government agencies to adopt and promulgate conflict of interest
codes; and
Whereas, the Fair Political Practices Commission has adopted a regulation, Title
2, California Code of Regulations, section 18730, which contains the terms of a standard
conflict of interest code, and which may be amended by the Fair Political Practices
Commission after public notices and hearings to conform to amendments to the Political
Reform Act; and
Whereas, any local agency may incorporate this standard conflict of interest code,
and thereafter need not amend its code to conform to future amendments to the Political
Reform Act or its regulations; and
Whereas, the Board of Supervisors may adopt the standard conflict of interest
code on behalf of all County departments.
Now therefore be it resolved, that the terms of Title 2, California Code of
Regulations, section 18730, and any amendments to it duly adopted by the Fair Political
Practices Commission, are hereby incorporated by reference and, along with the Exhibits A
and B approved previously, today, or in the future, by this Board for each County
department, in which officers and employees are designated and disclosure categories are
set forth, constitute the conflict of interest codes of each Co1,.1nty department.
COUNTY OF FRESNO
Fresno. Calltarnla 1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
APPENDIX G
Conflict of interest forms shall be filed as follows:
1. As required by Government Code section 87500, subdivision (e), the County
Administrative Officer, District Attorney, County Counsel, and Auditor-Controllerrrreasurer-
Tax Collector shall file one original of their statements with the County Clerk, who shall make
and retain a copy and forward the original to the Fair Political Practices Commission, which
shall be the filing officer.
2. As required by Government Code section 87500, subdivision U), all other
department heads shall file one original of their statements with their departments. The filing
officer of each department shall make and retain a copy and forward the original to the Clerk
to the Board of Supervisors, who shall be the filing officer.
3. All other designated employees shall file one original of their statements
with their departments.
Adopted at a regular meeting of the Board of Supervisors, held on the 2nd day of
October, 2007, by the following vote, to wit:
Ayes: Supervisors Larson, Perea, Anderson, Case and Waterston
Noes: None
Absent: None
Chairman, Board of Supervisors
Attest:
24 #till~
25 Clerk
26
27
28
County of Fresno
l'rcsno. Calilbmia
COUNTY OF FRESNO
Fresno. California 2
APPENDIX G
CERTIFICATE OF DELIVERY OF DOCUMENT
I am employed by the County of Fresno as a Deputy Clerk of the
Board of Supervisors. On October 2, 2007, I delivered a copy of
Resolution No. 07-525 to the Chairperson of the Fresno County Board of
Supervisors.
Gael Storm, Deputy Clerk
APPENDIX G
EXHIBIT "A"
PUBLIC WORKS AND PLANNING
Classification
Accountant 1/11
Architect
Assistant Real Property Agent
Associate Real Property Agent
Building Inspector 1/11
Building Plans Engineer
Capital Projects Division Manager
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 1/11/111
Field Survey Supervisor
Housing Rehabilitation Specialist 1/11
Information Technology Analyst 1/11/111/IV
Planner 1/11/111
Principal Accountant
Principal Engineer
Principal Planner
Principal Staff Analyst
Public Works and Planning Business Manager
Public Works Division Engineer
Resources Manager
Road Maintenance Supervisor
Road Superintendent
Senior Accountant
Senior Economic Development Analyst
Senior Engineer
Senior Engineering Technician
Senior Geologist
Senior Information Technology Analyst
Senior Planner
Category
2
1
1
1
1
1
1
1
1
1
*
1
1
1
1
2
1
3
1
2
1
1
1
1
1
1
1
1
2,3
1
2
1
1
2
1
2
1
Classification
Senior Staff Analyst
APPENDIX G
Senior Systems and Procedures Analyst
Staff Analyst I I II I Ill
Supervising Accountant
Supervising Building Inspector
Supervising Engineer
Supervising Water/Wastewater Specialist
Systems and Procedures Analyst I I II I Ill
Systems and Procedures Manager
Traffic Maintenance Supervisor
Category
1
2
1
2,3
1
1
2,3
2
2
2
* 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 range
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 inspection
in the same manner and location as this conflict of interest code.
APPENDIX G
EXHIBIT "B"
PUBLIC WORKS AND PLANNING
1. Persons in this category shall disclose all reportable investments, interests in real
property, sources of income (including gifts), and business positions. Financial
interests (other than gifts) are reportable only if located within or subject to the
jurisdiction of Fresno County, or if the business entity is doing business or planning
to do business in the jurisdiction, or has done business within the jurisdiction at any
time during the two years prior to the filing of the statement. Real property shall be
deemed to be within the jurisdiction of the County if the property or any part of it is
located within or not more than two miles outside the boundaries of the County
(including its incorporated cities) or within two miles of any land owned or used by
the County.
2. Persons in this category shall disclose all reportable investments in, income from
(including gifts), and business positions with any business entity which, within the
last two years, has contracted or in the future foreseeably may contract with Fresno
County through its Public Works and Planning Department, Solid Waste
Commissions within the jurisdiction, or to any other joint powers agency which
Fresno County is a member to provide services, supplies, materials, machinery, or
equipment to the County.
3. Persons in this category shall disclose all interests in real property within the
jurisdiction of Fresno County. 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 miles of any land owned or used by the County.
Local Assistance Procedures Manual
APPENDIX H
EXHIBIT 1 0-P
Nonlobbying Certification for Federal-aid Contracts
EXHIBIT 10-P NONLOBBYING CERTIFICATION FOR FEDERAL-AID CONTRACTS
The prospective participant certifies by signing and submitting this proposal/bid to the best of his or her
knowledge and belief that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any federal contract, the making of any
federal grant, the making of any federal loan, the entering into of any cooperative agreement, and
the extension, continuation, renewal, amendment, or modification of any federal contract, grant,
loan, or cooperative agreement.
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying
Activities," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
The prospective participant also agrees by submitting his/her proposal/bid that he/she shall require that
the language of this certification be included in all lower-tier subcontracts which exceed $100,000 and
that all such sub-recipients shall certify and disclose accordingly.
LPP 13-01
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Local Assistance Procedures Manual
APPENDIX H
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:
D a. contract D a. bid/offer/application D a. initial
b. grant b. initial award b. material change
4.
6.
c. cooperative agreement c. post-award
d. loan
e. loan guarantee
f. loan insurance
Name and Address of Reporting Entity
D Prime D Subawardee
Tier , if known
Congressional District, if known
Federal Department/Agency:
8. Federal Action Number, if known:
10. Name and Address of Lobby Entity
(If individual, last name, first name, Ml)
For Material Change Only:
year__ quarter ___ _
date oflast 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. I Oa)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
12. Amount of Payment (check all that apply) 14.
$ D actual 0 planned
13. Form of Payment (check all that apply): B :: :~:ind; specify: nature _____ _
Value _____ _
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 11:
(attach Continuation Sheet(s) if necessary)
16. Continuation Sheet(s) attached: Yes D No D
17. Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Federal Use Only:
Signature: _________________ _
Print Name:-----------------
Title:------------------
Telephone No.: ---------Date: ____ _
Authorized for Local Reproduction
Standard Form -LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig-Local Agency Project Files
LPP 13-01
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May 8, 2013
Local Assistance Procedures Manual
APPENDIX H
EXHBIT 10-Q
Disclosure of Lobbying Activities
INSTRUCTIONS FOR COMPLETING EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient at the
initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352.
The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or
an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional
information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material
change report. Refer to the implementing guidance published by the Office of Management and Budget for additional
information.
1. IdentifY the type of covered federal action for which lobbying activity is or has been secured to influence, the outcome of a
covered federal action.
2. IdentifY the status ofthe covered federal action.
3. IdentifY the appropriate classification of this report. Ifthis is a follow-up report caused by a material change to the information
previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted
report by this reporting entity for this covered federal action.
4. Enter the full name, address, city, state, and zip code of the reporting entity. Include Congressional District if known. Check the
appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. IdentifY the
tier ofthe subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to:
subcontracts, subgrants, and contract awards under grants.
5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state, and zip code of
the prime federal recipient. Include Congressional District, if known.
6. Enter the name ofthe federal agency making the award or loan commitment. Include at least one organization level below
agency name, if known. For example, Department of Transportation, United States Coast Guard.
7. Enter the federal program name or description for the covered federal action (item 1). If known, enter the full Catalog of Federal
Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.
8. Enter the most appropriate federal identifYing number available for the federal action identification in item J. (e.g., Request for
Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number,
the application/proposal control number assigned by the federal agency). Include prefixes, e.g., "RFP-DE-90-001."
9. For a covered federal action where there has been an award or loan commitment by the Federal agency, enter the federal amount
of the award/loan commitments for the prime entity identified in item 4 or 5.
10. Enter the full name, address, city, state, and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to
influence the covered federal action.
11. Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name,
First Name and Middle Initial (Ml).
12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity
(Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is
a material change report, enter the cumulative amount of payment made or planned to be made.
13. Check all boxes that apply. If payment is made through an in-kind contribution, specifY the nature and value of the in-kind
payment.
14. Check all boxes that apply. If other, specifY nature.
15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the
date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal
officials. IdentifY the federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that
were contacted.
16. Check whether or not a continuation sheet(s) is attached.
17. The certifYing official shall sign and date the form, and print his/her name title and telephone number.
Public reporting burden for this collection of information is estimated to average 30-minutes per response, including time for reviewing
instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Office ofManagement and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF-
LLL-Instructions Rev. 06-04
LPP 13-01
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May 8, 2013
APPENDIX I
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:
APPENDIX I
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).