HomeMy WebLinkAbout2022-On-Call-A-and-E-Borrelli.pdf On-Call Agreement for
Architectural and Engineering Consultant and Other Related Services
Agreement
Contents
1. OBLIGATIONS OF THE CONSULTANT ....................................................................4
2. OBLIGATIONS OF THE COUNTY..............................................................................7
3. TERM OF AGREEMENT ............................................................................................9
4. TERMINATION ...........................................................................................................9
A. Non-Allocation of Funds / Funding Requirements ........................................................9
B. Breach of Contract...................................................................................................... 10
C. Without Cause............................................................................................................ 10
5. COMPENSATION, ALLOWABLE COSTS AND PAYMENTS................................... 10
A. Maximum Cumulative Amount Available .................................................................... 10
B. Consultant Fee ........................................................................................................... 11
C. Indirect Cost Rate........................................................................................................ 13
D. Retention.................................................................................................................... 14
E. Payments.................................................................................................................... 14
F. Notice to Proceed / Task Orders / Project Cost Proposal ............................................ 16
6. INDEPENDENT CONTRACTOR.............................................................................. 17
7. MODIFICATION / CHANGE IN TERMS.................................................................... 18
8. NON-ASSIGNMENT ................................................................................................. 18
9. HOLD HARMLESS ................................................................................................... 19
10. LIABILITY INSURANCE............................................................................................20
A. Commercial General Liability.......................................................................................20
B. Automobile Liability......................................................................................................20
C. Professional Liability Insurance: ..................................................................................20
D. Worker's Compensation .............................................................................................21
E. Additional Requirements Relating to Insurance..........................................................21
11. AUDITS / RETENTION OF RECORD.......................................................................22
12. NOTICES..................................................................................................................23
13. GOVERNING LAW ...................................................................................................24
14. DISCLOSURE OF SELF-DEALING TRANSACTIONS.............................................24
15. ELECTRONIC SIGNATURE .....................................................................................24
16. SUBCONSULTANTS................................................................................................25
I. Prompt Progress Payment............................................................................................27
J. Prompt Payment of Withheld Funds to Subconsultants ..............................................27
17. CONFLICT OF INTEREST .......................................................................................28
18. ERRORS OR OMISSIONS CLAIMS AND DISPUTES .............................................30
19. OWNERSHIP OF DATA ...........................................................................................32
20. CONSULTANT'S LEGAL AUTHORITY ....................................................................34
21. BINDING UPON SUCCESSORS..............................................................................34
22. SEVERABILITY.........................................................................................................35
23. STATE PREVAILING WAGE RATES .......................................................................35
C. Payroll Records...........................................................................................................35
1
E. Penalty......................................................................................................................37
2 F. Hours of Labor..........................................................................................................39
G. Employment of Apprentices...................................................................................40
3 24. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION ...............40
F. Contract Assurance .....................................................................................................42
4 G. Termination and Substitution of DBE Subconsultants................................................43
H. Commitment and Utilization.........................................................................................44
5 25. COST PRINCIPLES 46
..................................................................................................
6 26. AUDIT REVIEW PROCEDURES..............................................................................47
27. EQUIPMENT PURCHASE........................................................................................50
7 28. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION....................51
29. PROHIBITION OF EXPENDING COUNTY STATE OR FEDERAL FUNDS FOR
8 LOBBYING .........................................................................................................................51
30. NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ..............52
9 31. DEBARMENT AND SUSPENSION CERTIFICATION ..............................................54
10 32. FUNDING REQUIREMENTS....................................................................................55
33. CONTINGENT FEES................................................................................................55
11 34. INSPECTION OF WORK..........................................................................................56
35. SAFETY....................................................................................................................56
12 36. CLAIMS FILED BY THE COUNTY'S CONSTRUCTION CONTRACTOR ................56
13 37. CONFIDENTIALITY OF DATA..................................................................................57
38. NATIONAL LABOR RELATIONS BOARD CERTIFICATION....................................58
14 39. EVALUATION OF THE CONSULTANT....................................................................58
40. ENTIRE AGREEMENT .............................................................................................58
15 41. SIGNATURES...........................................................................................................60
16
Appendices
17
Appendix A— Listing of all consultants, including CONSULTANT'S "Project Manager"
18 Appendix B — Scope
19 Appendix C — Project Team
Appendix D — Deliverables
20 Appendix E — Cost Proposal
Appendix F — Indirect Cost Rate (ICR) Form(s)
21 Appendix G — Self Dealing Transaction Disclosure Form
Appendix H — Subconsultants
22 Appendix I — Conflict of Interest Code
23 Appendix J — DBE Programs
Appendix K — DBE Forms
24 Appendix L — Disclosure Form to Report Lobbying
Appendix M — Debarment and Suspension Certification
25
26
27
28
2
1 CONSULTANT AGREEMENT
2 THIS AGREEMENT for Architectural and Engineering Consultant Services,
3 hereinafter referred to as "AGREEMENT," is made and entered into this 28th day
4 of February 2023, by and between the COUNTY OF FRESNO, a Political Subdivision of
5 the State of California, hereinafter referred to as "COUNTY"; and Borrelli and Associates,
6 Inc. , a Corporation, whose address is 2032 N. Gateway Blvd., Fresno, CA 93727,
7 hereinafter referred to as "CONSULTANT".
8 Recitals
9 WHEREAS, the COUNTY desires to retain the CONSULTANT as one of a number
10 of consultant firms to provide, pursuant to separate agreements, on-call architectural and
11 engineering consulting services and/or staff augmentation consulting services,
12 encompassing architectural, structural, mechanical, transportation, environmental, water
13 resources, surveying, geotechnical, materials testing and such other architectural and
14 engineering disciplines for which each such consultant is qualified, as necessary to assist
15 the COUNTY in performing projects (hereinafter referred to as "PROJECT(S)") proposed by
16 the COUNTY; and
17 WHEREAS, said the CONSULTANT has been selected in accordance with the
18 COUNTY's Ordinance Code Chapter 4.10 on the selection of architects, engineers, and
19 other professionals, and in accordance with Chapter 10 of the California Department of
20 Transportation's (CALTRANS) Local Assistance Procedures Manual (LAPM), to provide
21 certain professional services necessary for the PROJECTS, as specified herein; and
22 WHEREAS, the individual listed below
23 Erin Haagenson, Principal Staff Analyst
24 2220 Tulare Street, 6th Floor, Fresno, CA 93721
25 559-600-4528
26 ehaagenson fresnocountyca.gov
27 is designated as the CONTRACT ADMINISTRATOR for this Agreement on behalf of the
28 COUNTY, and shall remain so unless the CONSULTANT is otherwise notified in writing by
3
1 the COUNTY's Director of Public Works and Planning or his/her designee(s) (hereinafter
2 referred to as the "DIRECTOR"); and
3 WHEREAS, the individual listed in Appendix A, as the firm's "Consultant Project
4 Manager" is designated as the CONSULTANT'S PROJECT MANAGER for this Agreement,
5 and shall remain so unless the CONSULTANT requests and the DIRECTOR approves, in
6 writing, a change of the CONSULTANT'S PROJECT MANAGER, which approval will not
7 be unreasonably withheld; and
g NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
9 herein contained, the parties hereto agree as follows:
10 1. OBLIGATIONS OF THE CONSULTANT
11 A. The COUNTY hereby contracts with the CONSULTANT as an independent
12 contractor to provide the professional services enumerated in "Consultant's Scope of
13 Services" attached as Appendix B.
14 B. The CONSULTANT'S services shall be performed as expeditiously as is
15 consistent with professional skill and the orderly progress of the work, based on schedules
16 for each specific PROJECT mutually agreed upon in advance by the CONTRACT
17 ADMINISTRATOR, and the CONSULTANT.
18 C. The CONSULTANT'S PROJECT team staff shall be as listed in Appendix C,
19 attached hereto and incorporated herein. Any substitutions of personnel must be approved
20 in advance by the CONTRACT ADMINISTRATOR, which approval shall not be
21 unreasonably withheld. The CONSULTANT shall notify the CONTRACT ADMINISTRATOR
22 of the names and classifications of employees assigned to each specific PROJECT, and
23 shall not reassign such employees to other projects of the CONSULTANT without
24 notification to and prior approval by the CONTRACT ADMINISTRATOR.
25 D. The CONSULTANT may retain, as subconsultants, specialists as the
26 CONSULTANT requires to assist in completing the work in accordance with Article 16
27 "Subconsultants" (and, if applicable to this Agreement, Article 24 "Disadvantaged Business
28 Enterprises").
4
1 E. Services provided by CONSULTANT on PROJECTS relating to the
2 construction or improvement of roads and bridges shall be done in accordance with
3 American Association of State Highway and Transportation Officials (AASHTO)
4 requirements for applicable structures.
5 F. All projects funded wholly or in part by CALTRANS must conform to all
6 requirements imposed by CALTRANS and the Federal Highway Administration (FHWA), as
7 specified in Chapter 10 of the CALTRANS LAPM.
8 G. The services that may be furnished by the CONSULTANT under this
9 Agreement are for all or a portion of the services the CONSULTANT is allowed to provide
10 within the applicable professional discipline limits, as defined in California State License
11 Law, for various PROJECTS on an as needed basis.
12 H. The CONSULTANT agrees to provide the professional services that are
13 necessary for each PROJECT when expressly authorized in writing by the CONTRACT
14 ADMINISTRATOR. Such work by the CONSULTANT shall not begin until the
15 CONSULTANT has received a written Notice to Proceed (NTP) or Task Order from the
16 CONTRACT ADMINISTRATOR authorizing the necessary service, agreed upon fee, and
17 scope of work.
18 I. The CONSULTANT shall submit proposals in response to requests issued by
19 the CONTRACT ADMINISTRATOR on a project-by-project basis. The CONSULTANT'S
20 proposal at a minimum shall include, but not be limited to, staff qualifications, proposed
21 method and schedule for completing the task(s), completed federal forms and a sealed cost
22 proposal. The CONSULTANT agrees that each professional or other individual performing
23 work on any such PROJECT(S) shall be adequately trained to perform the work and shall
24 possess the proper license, certification or registration as required by law or by accepted
25 standards of the applicable profession. The CONSULTANT agrees to provide the
26 professional services that are necessary to complete the requested tasks consistent with
27 the scope of its contracted discipline(s), as listed in Appendix B ("Scope"), when expressly
28 authorized in writing by the CONTRACT ADMINISTRATOR.
5
1 J. Submissions of reports, plans, specifications, and estimates will be submitted
2 in the formats, quantities, and delivery methods delineated in Appendix D "Deliverables"
3 hereto unless other formats, quantities, and/or delivery methods have been mutually
4 agreed upon, in writing, prior to the CONSULTANT's submittal. The CONSULTANT shall
5 verify compatible format and quantity prior to final delivery.
6 K. Assist the COUNTY, at the DIRECTOR's express, written authorization, with
7 any claim resolution process involving the construction contractor and the COUNTY as
8 specified hereunder, including serving as a witness in connection with any public hearings
9 or legal proceeding, and also including dispute resolutions required by law or hereunder.
10 The parties recognize that this clause is provided as a means of expediting resolution of
11 claims among the construction contractor, the COUNTY, and the CONSULTANT. However,
12 it is understood the construction contractor is not an intended third-party beneficiary of this
13 clause. Compensation for these services shall be computed and invoiced at the same
14 hourly rates listed in Appendix E hereto, including travel costs that are being paid for the
15 CONSULTANT's personnel services under this Agreement. Any assistance provided by the
16 CONSULTANT as described in this Article 1 , Section K shall be subject to the provisions of
17 Article 5 hereinafter, and shall also be subject to the following:
18 1. The DIRECTOR may believe the CONSULTANT'S work under this
19 Agreement to have included negligent errors or omissions, or that the CONSULTANT may
20 otherwise have failed to comply with the provisions of this Agreement, either generally or in
21 connection with its duties as associated with a particular PROJECT; and that the cause(s)
22 for a claim by the construction contractor may be attributable, in whole or in part, to such
23 conduct on the part of the CONSULTANT. Upon notice by the DIRECTOR, the payments to
24 the CONSULTANT for such arguably deficient services shall be held in suspense by the
25 COUNTY until a final determination has been made, of the proportion that the
26 CONSULTANT'S fault bears to the fault of all other parties concerned.
27 2. Such amounts held in suspense shall not be paid to the
28 CONSULTANT, pending the final determination as to the CONSULTANT'S proportional
6
1 fault. However, the appropriate percentage of such amount held in suspense shall be paid
2 to the CONSULTANT, once a final determination has been made, and the CONSULTANT
3 thereafter submits a proper invoice to the COUNTY. Payment shall be issued in
4 accordance with the procedure outlined in Article 5, Section E, Paragraph 2.
5 L. The CONSULTANT'S personnel shall typically be assigned to and remain on
6 specific Department projects/deliverables until completion and acceptance of the
7 project/deliverables by the Department. Personnel assigned by the CONSULTANT shall be
8 available at the start of a Task Order and after acceptance of the project/deliverable by the
9 Department.
10 M. After the CONTRACT ADMINISTRATOR'S approval of the CONSULTANT'S
11 personnel proposal and finalization of a Task Order, the CONSULTANT may not add or
12 substitute personnel without the CONTRACT ADMINISTRATOR'S prior written approval.
13 2. OBLIGATIONS OF THE COUNTY
14 The COUNTY will:
15 A. Provide eligible consultants the opportunity to compete for Task Orders on a
16 project-by-project basis by providing a miniature Request for Proposal (mini-RFP), except
17 as specified under Section B. The CONSULTANT'S eligibility for project types, disciplines,
18 and services is listed in Appendix B.
19 B. The COUNTY reserves the right to suspend competition under this
20 AGREEMENT and engage the services of an eligible qualified consultant from the listing
21 attached as Appendix A, in the event that one or more of the following circumstances apply
22 to the needed work:
23 1. Service is available only from a single source
24 2. There is an emergency which will not permit the time necessary to
25 conduct competitive negotiations
26 3. After the mini-RFP is issued (as provided in the immediately preceding
27 Section A) competition is determined to be inadequate
28 4. Services of expert witnesses for litigation or special counsel to assist
7
1 the County.
2 C. Issue Task Orders on a project-by-project basis. Task Orders will at a
3 minimum include scope of work, location, and schedule for the PROJECT.
4 D. Provide the CONSULTANT with a PROJECT Scope and Schedule, and
5 compensate the CONSULTANT as provided in this Agreement.
6 E. Provide an individual PROJECT ADMINISTRATOR to serve as a
7 representative of the COUNTY who will coordinate and communicate with the
8 CONSULTANT on all PROJECT technical work, to the extent appropriate, in an effort to
g facilitate the CONSULTANT'S performance of its obligations in accordance with the
10 provisions of this Agreement.
11 F. Provide basic plan sheet layouts as required.
12 G. Examine documents submitted to the COUNTY by the CONSULTANT and
13 timely render decisions pertaining thereto.
14 H. Provide aerial photographs as required.
15 I. Provide copies of any available existing as-built plans and right-of-way
16 drawings from the COUNTY'S files.
17 J. Provide list of property owners with addresses for notification of property
18 owners upon the CONSULTANT'S request.
19 K. Provide preliminary engineering survey data on existing structures and
20 topographic mapping in the formats, quantities, and delivery methods delineated in
21 Appendix D to the CONSULTANT, if available.
22 L. Prepare all legal descriptions and drawings required for right-of-way
23 acquisition and/or temporary construction permits.
24 M. Provide limited assistance to CONSULTANT, as may be appropriate under
25 the circumstances, in connection with CONSULTANT'S processing of required permits.
26 N. Give reasonably prompt consideration to all matters submitted for approval by
27 the CONSULTANT in an effort to assist the CONSULTANT in avoiding any substantial
28 delays in the CONSULTANT'S program of work. An approval, authorization or request to
8
1 the CONSULTANT given by the COUNTY will be binding upon the COUNTY under the
2 terms of this Agreement only if it is made in writing and signed on behalf of the COUNTY b
3 CONTRACT ADMINISTRATOR.
4 O. Not used.
5 3. TERM OF AGREEMENT
6 A. The term of this Agreement shall be for a period of five (5) years, commencing
7 upon execution by the COUNTY, through and including the fifth anniversary of the
8 execution date.
9 B. The CONSULTANT shall commence work promptly after receipt of a Notice to
10 Proceed or Task Order issued by the CONTRACT ADMINISTRATOR. The period of
11 performance for Task Orders shall be in accordance with dates specified in the Task Order.
12 No Task Order will be written which would extend the period of performance beyond the
13 expiration date of this Agreement, the maximum term of which shall not exceed five (5)
14 years.
15 4. TERMINATION
16 A. Non-Allocation of Funds / Funding Requirements
17 The terms and conditions of this Agreement, and the services to be provided
18 hereunder, are contingent on the approval of funds by the appropriating government
19 agency. Should sufficient funds not be allocated, the services provided may be modified, or
20 this Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days
21 advance written notice. This Agreement may be terminated without cause at any time by
22 the COUNTY upon thirty (30) calendar days' written notice. If the COUNTY terminates this
23 Agreement, the CONSULTANT shall be compensated for services satisfactorily completed
24 to the date of termination based upon the compensation rates and subject to the maximum
25 amounts payable agreed to in Article 5, together with such additional services satisfactorily
26 performed after termination which are expressly authorized by the COUNTY to conclude
27 the work performed to date of termination.
2s
9
1 B. Breach of Contract
2 The COUNTY may immediately suspend or terminate this Agreement in whole or in
3 part, where in the determination of the COUNTY there is:
4 1. An illegal or improper use of funds;
5 2. A failure to comply with any term of this Agreement;
6 3. A substantially incorrect or incomplete report submitted to the COUNTY;
7 4. Improperly performed service.
8 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
9 of any breach of this Agreement or any default which may then exist on the part of the
10 CONSULTANT, nor shall any such payment impair or prejudice any remedy available to
11 the COUNTY with respect to the breach or default. The DIRECTOR shall have the right to
12 demand of the CONSULTANT the repayment to the COUNTY of any funds disbursed to
13 the CONSULTANT under this Agreement, which, in the sole judgment of the COUNTY
14 were not expended in accordance with the terms of this Agreement. The CONSULTANT
15 shall promptly refund any such funds upon demand. This Section survives the termination
16 of this Agreement.
17 C. Without Cause
18 Under circumstances other than those set forth above, this Agreement may be
19 terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
20 intention to terminate to CONTRACTOR.
21 5. COMPENSATION, ALLOWABLE COSTS AND PAYMENTS
22 A. Maximum Cumulative Amount Available
23 The COUNTY has or will enter into up to fifty (50) separate agreements, including
24 this Agreement, for performance of the Scope of Services identified hereinabove in Article
25 1, Section A and more thoroughly in Appendix B attached hereto. The other Agreements
26 are to be entered into by the COUNTY with the other consultant firms listed, together with
27 the CONSULTANT, on the list of consultant firms attached hereto as Appendix A. The total
28 amount payable by the COUNTY for all the Agreements combined shall not exceed a
10
1 cumulative maximum total value of Twenty-two Million Two Hundred Thousand Dollars
2 ($22,200,000), which "Not to Exceed Sum" hereinafter shall be referenced as the "NTE
3 Sum".
4 It is understood and agreed that there is no guarantee, either expressed or implied,
5 that all or any specific portion of this maximum NTE Sum will be authorized under the On-
6 Call Engineering Consultant Agreements through Task Orders. It is further understood and
7 agreed that there is no guarantee, either expressed or implied, that any Task Order will be
8 assigned to the CONSULTANT or that the CONSULTANT will receive any payment
g whatsoever, under the terms of this Agreement. Each time a Task Order is awarded under
10 any of the Agreements, the COUNTY shall send written notification to the CONSULTANT
11 and each of the other consultants that entered into the Agreements. Each such notice shall
12 identify the cumulative total of funds allocated under all Task Orders issued hereunder as
13 of that date, and the remaining unencumbered amount of the NTE Sum. The
14 CONSULTANT acknowledges and agrees that the COUNTY shall not pay any amount
15 under this Agreement that would cause the NTE Sum to be exceeded, and the
16 CONSULTANT shall not enter into a Task Order that exceeds the remaining
17 unencumbered amount of the NTE Sum.
18 B. Consultant Fee
19 1. The approved CONSULTANT's Cost Proposal is attached hereto
20 as Appendix E and incorporated by this reference as though fully set forth herein. If there is
21 any conflict between the provisions set forth in the text of this Agreement and the approved
22 Cost Proposal (Appendix E), this Agreement shall take precedence.
23 2. The hourly and cost rates listed in Appendix E for services
24 rendered by the CONSULTANT and subconsultants shall remain in effect for the entire
25 duration of this Agreement unless adjusted in accordance with the provisions of
26 Paragraphs 3, 5, or 6 of this Article 5, Section B.
27 3. The hourly rates paid for services performed by the CONSULTANT
28 and by subconsultants of the CONSULTANT and the rates for expenses incidental to the
11
1 CONSULTANT'S and its subconsultants' performance of services may be adjusted no
2 more than once annually for inflation, in accordance with the following provisions: the
3 CONSULTANT may request new labor rates and new rates for expenses incidental to the
4 CONSULTANT'S and subconsultant's performance of services subject to written approval
5 of the CONTRACT ADMINISTRATOR in accordance with the provisions of this Article 5,
6 Section B. The CONSULTANT shall initiate the rate adjustment process by submitting to
7 the CONTRACT ADMINISTRATOR a proposed adjusted fee schedule. The proposed
8 adjusted fee schedule shall include proposed hourly rates for all categories of the
9 CONSULTANT'S and any subconsultants' wage classifications and proposed rates for
10 incidental expenses listed in Appendix E. The proposed adjusted fee schedule shall not
11 take effect unless approved in writing by the CONTRACT ADMINISTRATOR. The
12 CONSULTANT hereby acknowledges its understanding that approval by the CONTRACT
13 ADMINISTRATOR of any upward adjustment in the hourly and cost rates shall not provide
14 a basis for any increase in the NTE Sum as set forth in Article 5, Section A.
15 4. Expenses incidental to the CONSULTANT'S and any
16 subconsultant's performance of services under Article 5 of this Agreement shall be charged
17 at the rates listed in Appendix E, subject to any adjustments that may be approved in
18 accordance with Paragraphs 3, 5, or 6 of this Article 5, Section B. Unless incorporated in an
19 adjusted fee schedule approved by the CONTRACT ADMINISTRATOR in accordance with
20 Paragraphs 3, 5, or 6 of this Article 5, Section B, all other expenses incidental to the
21 CONSULTANT'S and any subconsultant's performance of the services under Article 1 of
22 this Agreement that are not specifically listed in Appendix E shall be borne by the
23 CONSULTANT.
24 5. In the event that, in accordance with Article 1, Section D, the
25 CONTRACT ADMINISTRATOR approves the CONSULTANT to retain additional
26 subconsultants not listed in Appendix H, hourly rates paid for services performed by such
27 additional subconsultants of the CONSULTANT and the rates for expenses incidental to
28 those additional subconsultants' performance of services may be adjusted no more than
12
1 once annually for inflation, in accordance with Article 5, Section B, Paragraph 3. The first
2 annual adjustment of hourly and incidental expense rates for such additional
3 subconsultants shall not be submitted for approval prior to one year after the CONTRACT
4 ADMINISTRATOR'S approval of the retention of such additional subconsultant(s) by the
5 CONSULTANT.
6 6. Notwithstanding any other provisions in this Agreement, the
7 CONTRACT ADMINISTRATOR may, at any time, authorize in writing the revision of the
8 CONSULTANT'S or subconsultant's list of rates for incidental expenses to include
9 additional categories of such expenses if, in the opinion of the CONTRACT
10 ADMINISTRATOR, such revision is necessary to facilitate the CONSULTANT'S
11 performance of the PROJECT(S).
12 7. Reimbursement for transportation and subsistence costs shall not
13 exceed the rates as specified in the approved Cost Proposal (Appendix E). The
14 CONSULTANT will be responsible for transportation and subsistence costs in excess of
15 State rates.
16 8. The consideration to be paid to CONSULTANT as provided herein,
17 shall be in compensation for all of CONSULTANT's expenses incurred in the performance
18 hereof, including travel and per diem, unless otherwise expressly so provided.
19 C. Indirect Cost Rate
20 1. In accordance with Article 16, the Indirect Cost Rate (ICR) listed in the
21 CONSULTANT's Cost Proposal (Appendix E) shall match the ICR listed for the
22 CONSULTANT's ICR Forms and all subconsultant's ICR Forms, attached hereto Appendix
23 E and incorporated by reference.
24 The ICR Forms attached as Appendix F for CONSULTANT or subconsultant with an
25 approved ICR are:
26 a. Consultant Annual Certification of Indirect Costs and Financial
27 Management System (Exhibit 10-K),
28 b. the ICR Schedule with FAR References for Disallowed Costs
13
1 c. the Cognizant Approval Letter for the ICR FYE Proposed.
2 The ICR Forms attached as Appendix F for CONSULTANT or subconsultant without
3 an approved ICR is an approved California Safe Harbor Indirect Cost Rate Program
4 Consultant Certification of Eligibility of Contract Costs and Financial Management,
5 otherwise known as a Safe Harbor Rate (SHR) Request Form.
6 2. All parties agree to fix the ICR for the term of the contract.
7 D. Retention
8 In addition to any amounts withheld under Article 1, the CONSULTANT agrees that
9 the COUNTY, at the discretion of the CONTRACT ADMINISTRATOR, may withhold a five
10 percent (5%) retention from the earned compensation of the CONSULTANT. If the
11 CONTRACT ADMINISTRATOR determines that retention will not be withheld for a
12 PROJECT, the CONTRACT ADMINISTRATOR will so state in writing prior to
13 commencement of the PROJECT by the CONSULTANT. The CONTRACT
14 ADMISTRATOR will identify in writing prior to commencement of the PROJECT the
15
PROJECT-specific prerequisites (such as successful completion of a PROJECT phase, as
16
an example) for the release of retentions.
17
E. Payments
18
1. Progress payments will be made by the COUNTY upon receipt of the
19
CONSULTANT'S monthly invoices and approval by the CONTRACT ADMINISTRATOR
20
thereof based on the CONTRACT ADMINISTRATOR'S evaluation of the completion of the
21
respective components of the assigned PROJECT. Invoices shall clearly identify the
22
23 PROJECT by Name(s), the Phase and Task(s) comprising the work that is the subject of
24 the invoice, the Notice to Proceed or Task Order number, and the date(s) on which the
25 work was performed. Invoices shall be submitted together with the documentation identified
26 below in Paragraph 5 of this Article 5, Section E. Invoices shall be forwarded electronically
27 to: PWPBusinessOffice(@.fresnocountyca.gov
28
14
1 2. Upon receipt of a proper invoice, the CONTRACT ADMINISTRATOR
2 will take a maximum of ten (10) working days to review, approve, and submit it to the
3 COUNTY Auditor-Controller/Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices
4 will be returned to the CONSULTANT for correction and resubmittal. Payment, less
5 retention, if applicable, will be issued to the CONSULTANT within forty five (45) calendar
6 days of the date the Auditor-Controller/Treasurer-Tax Collector receives the approved
7
invoice.
8
3. The COUNTY is entitled to withhold a five percent (5%) retention
9
from the CONSULTANT'S earned compensation in accordance with the provisions of
10
Article 5, Section D of this Agreement.
11
4. An unresolved dispute over a possible error or omission may cause
12
payment of the CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
13
14 5. Concurrently with the invoices, the CONSULTANT shall certify
15 (through copies of issued checks, receipts, or other COUNTY pre-approved
16 documentation) that complete payment, less a five percent (5%) retention if applicable, has
17 been made to all subconsultants as provided herein for all previous invoices paid by the
18 COUNTY. However, the parties do not intend that the foregoing creates, as to any
19 subconsultants or subcontractors, any purported third-party beneficiary status or any third-
20 party beneficiary rights whatsoever, and the parties do hereby expressly disclaim any such
21 status or rights.
22 6. Final invoices, and separate invoices for retentions, shall be
23 submitted to CONTRACT ADMINISTRATOR no later than thirty (30) days after the phase
24 is completed. Payment for retentions, if any, shall not be made until all services for the
25 phase are completed.
26 7. In the event the DIRECTOR reduces the scope of the
27 CONSULTANT'S work under this Agreement for a specific PROJECT (or discontinues a
28
15
1 specific PROJECT), whether due to a deficiency in the appropriation of anticipated funding
2 or otherwise, the CONSULTANT will be compensated on a pro rata basis for actual work
3 completed and accepted by the DIRECTOR in accordance with the terms of this
4 Agreement.
5 8. Credits due CONSULTANT that include any equipment purchased
6 under the provisions of Article 27 Equipment Purchase, must be reimbursed by
7 CONSULTANT prior to the expiration or termination of this Agreement.
8 F. Notice to Proceed / Task Orders / Project Cost Proposal
9
1. Upon the acceptance of a project proposal submitted by the
10
CONSULTANT in accordance with the provisions of Article 1, Section I, and if an
11
agreement has been reached on the negotiable items and total cost in connection
12
therewith, then a specific PROJECT will be assigned to the CONSULTANT through
13
issuance by the CONTRACT ADMINISTRATOR of one or more Task Orders or Notices to
14
15 Proceed (NTP). Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for
16 specific rates of compensation, both of which must be based on the labor and other rates
17 set forth in the CONSULTANT's approved Cost Proposal (Appendix E to this Agreement).
18 2. A Project Cost Proposal is of no force or effect and no expenditures
19 are authorized on a PROJECT and work shall not commence until a Notice to Proceed for
20 that PROJECT has been issued by the COUNTY.
21 3. If the CONSULTANT fails to satisfactorily complete a deliverable
22 according to the schedule set forth in a Task Order, no payment will be made until the
23 deliverable has been satisfactorily completed.
24 4. When milestone or phase cost estimates are included in the Project
25 Cost Proposal and/or Task Order, the CONSULTANT shall obtain prior written approval for
26 a revised Project Cost Proposal from the CONTRACT ADMINISTRATOR before exceeding
27 such estimate.
28
16
1 5. The CONSULTANT shall not commence performance of any work or
2 services hereunder until this Agreement has been formally approved by the COUNTY and
3 Notice to Proceed on a specific PROJECT has been issued by the COUNTY's CONTRACT
4 ADMINISTRATOR. No payment will be made prior to approval or for any work performed
5 by the CONSULTANT prior to the COUNTY'S formal approval of this Agreement.
6 6. The period of performance for each Notice to Proceed shall be in
7 accordance with dates specified in the Notice to Proceed. Consistent with the provisions of
8
Article 3, Section B, no Notice to Proceed will be issued that would extend the
9
CONSULTANT'S period of performance beyond the expiration date of this Agreement.
10
7. Notices to Proceed may not be used to amend any provision of this
11
Agreement or to expand the scope of the CONSULTANT'S work as authorized under the
12
provisions of this Agreement.
13
6. INDEPENDENT CONTRACTOR
14
A. In performance of the work, duties and obligations assumed by the CONSULTANT
15
under this Agreement, it is mutually understood and agreed that the CONSULTANT, including
16
any and all of the CONSULTANT'S officers, agents, and employees will at all times be acting
17
and performing as an independent contractor, and shall act in an independent capacity and
18
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the
19
COUNTY. Furthermore, the COUNTY shall have no right to control or supervise or direct the
20
manner or method by which the CONSULTANT shall perform its work and function. However,
21
the COUNTY shall retain the right to administer this Agreement so as to verify that the
22
CONSULTANT is performing its obligations in accordance with the terms and conditions
23
thereof.
24
B. The CONSULTANT and the COUNTY shall comply with all applicable provisions of
25
law and the rules and regulations, if any, of governmental authorities having jurisdiction over
26
matters the subject thereof.
27
C. Because of its status as an independent contractor, the CONSULTANT shall have
28
17
1 absolutely no right to employment rights and benefits available to COUNTY employees. The
2 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of, its
3 employees all legally-required employee benefits. In addition, the CONSULTANT shall be
4 solely responsible and save the COUNTY harmless from all matters relating to payment of the
5 CONSULTANT'S employees, including compliance with Social Security withholding and all
6 other regulations governing such matters. It is acknowledged that during the term of this
7 Agreement, the CONSULTANT may be providing services to others unrelated to the
8 COUNTY or to this Agreement.
g 7. MODIFICATION / CHANGE IN TERMS
10 A. This Agreement may be amended or modified only by mutual written agreement
11 of both parties. Except to the limited extent allowed under Article 5, Section B, and Article
12 7, Section C, and Article 16, Section A, any such written amendment to this Agreement
13 may be approved on the COUNTY's behalf only by its Board of Supervisors.
14 B. The CONSULTANT shall only commence work covered by an amendment after
15 the amendment has been fully executed and written notification to proceed has been
16 issued by the CONTRACT ADMINISTRATOR.
17 C. There shall be no change in CONSULTANT's Project Manager or members of the
18 project team, as listed in Appendix A and the approved Cost Proposal (Appendix E, which
19 is incorporated as a part of this Agreement as provided in Article 5, Section 1), without prior
20 written approval by the COUNTY's CONTRACT ADMINISTRATOR. Any substitutions of
21 personnel must be approved in advance by the CONTRACT ADMINISTRATOR, which
22 approval shall not be unreasonably withheld. The CONSULTANT shall notify the
23 CONTRACT ADMINISTRATOR of the names and classifications of employees assigned to
24 each specific PROJECT and shall not reassign such employees to other projects of the
25 CONSULTANT without notification to and prior approval by the CONTRACT
26 ADMINISTRATOR.
27 8. NON-ASSIGNMENT
28 Neither party shall assign, transfer or sub-contract this Agreement or any of its
18
1 respective rights or duties under this Agreement hereunder, without the prior written
2 consent of the other party.
3 9. HOLD HARMLESS
4 A. The CONSULTANT shall defend, hold harmless and indemnify the COUNTY,
5 its officers, agents, and employees, against the payment of any and all costs and expenses
6 (including reasonable attorney fees and court costs), damages, claims, suits, losses, and
7 liability for bodily and personal injury to or death of any person or for loss of any property,
8 economic loss or otherwise resulting from or arising out of any negligent or wrongful acts,
9 errors or omissions of the CONSULTANT, its officers, agents, and employees, in
10 performing or failing to perform any work, services, or functions under this Agreement.
11 Provided, however, and notwithstanding the immediately preceding sentence, with respect
12 to any PROJECT on which the CONSULTANT has provided design professional services
13 as defined by Civil Code Section 2782.8(c), the CONSULTANT has no obligation to pay for
14 any defense related cost prior to a final determination of its liability, based upon the
15 percentage of comparative fault (if any) finally determined to be attributable to the
16 CONSULTANT'S negligence, recklessness or willful misconduct. Following any such
17 determination, the CONSULTANT shall be responsible to pay to the COUNTY the dollar
18 amount of all such defense costs incurred by the COUNTY that is commensurate with the
19 finally determined percentage of the CONSULTANT'S liability, based upon the final
20 determination of the CONSULTANT'S comparative fault. The provisions of this Article 9,
21 Section A shall survive termination of this Agreement.
22 B. The COUNTY and the CONSULTANT hereby declare their mutual intent to
23 cooperate in the defense of any claim, suit, or other action alleging liability, arising from the
24 negligent performance or failure to perform of any COUNTY construction contractor (or its
25 subcontractor(s)) involved in the construction of any PROJECT(S). Such cooperation may
26 include an agreement to prepare and present a cooperative defense after consultation with
27 the CONSULTANT'S professional liability insurance carrier.
28
19
1 10. LIABILITY INSURANCE
2 Without limiting the COUNTY'S right to obtain indemnification from the
3 CONSULTANT or any third parties, the CONSULTANT, at its sole expense, shall maintain
4 in full force and effect, the following insurance policies prior to commencement of any work
5 for the COUNTY and, thereafter, throughout the entire term of this Agreement (with the
6 exception of Professional Liability Insurance, which the CONSULTANT shall maintain in full
7 force and effect for the additional period of time required by Article 20, Section A,
8 Paragraph 4).
9 A. Commercial General Liability
10 Commercial General Liability Insurance with limits of not less than Two Million
11 Dollars ($2,000,000.00) per occurrence and an annual aggregate of not less than Four
12 Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. The
13 COUNTY may require specific coverages including completed operations, products liability,
14 contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
15 insurance deemed necessary because of the nature of this Agreement.
16 B. Automobile Liability
17 Comprehensive Automobile Liability Insurance with limits of not less than One
18 Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages.
19 Coverage should include auto used in connection with this Agreement.
20 C. Professional Liability Insurance:
21 1. If the CONSULTANT employs licensed professional staff in providing
22 services, Professional Liability Insurance with limits of One Million Dollars ($1,000,000.00)
23 per claim, Three Million Dollars ($3,000,000.00) annual aggregate.
24 2. The Professional Liability Insurance shall be kept in full force and
25 effect for a period of five (5) years from the date of substantial completion of the
26 CONSULTANT'S work as determined by the COUNTY.
27
28
20
1 D. Worker's Compensation
2 A policy of Worker's Compensation insurance as may be required by the California
3 Labor Code.
4 E. Additional Requirements Relating to Insurance
5 The CONSULTANT shall obtain endorsements to the Commercial General Liability
6 insurance naming the County of Fresno, its officers, agents, and employees, individually and
7 collectively, as additional insured, but only insofar as the operations under this Agreement
8 are concerned. Such coverage for additional insured shall apply as primary insurance and
9 any other insurance, or self-insurance, maintained by the COUNTY, its officers, agents, and
10 employees shall be excess only and not contributing with insurance provided under the
11 CONSULTANT's policies required herein. This insurance shall not be cancelled or changed
12 without a minimum of thirty (30) days advance written notice given to the COUNTY.
13 The CONSULTANT hereby waives its right to recover from the COUNTY, its officers,
14 agents, and employees any amounts paid by the policy of worker's compensation insurance
15 required by this Agreement. The CONSULTANT is solely responsible to obtain an
16 endorsement to such policy that may be necessary to accomplish such waiver of subrogation,
17 but the CONSULTANT's waiver of subrogation under this paragraph is effective whether o
18 not the CONSULTANT obtains such an endorsement.
19 Prior to commencing any such work under this Agreement, the CONSULTANT shall
20 provide certificates of insurance and endorsements as stated above for all of the foregoing
21 policies, as required herein, to the County of Fresno, Erin Haagenson, Principal Staff Analyst,
22 2220 Tulare St., Sixth Floor, Fresno, CA 93721, stating that such insurance coverages have
23 been obtained and are in full force; that the County of Fresno, its officers, agents and
24 employees will not be responsible for any premiums on the policies; that for such worker's
25 compensation insurance the CONSULTANT has waived its right to recover from the
26 COUNTY, its officers, agents, and employees any amounts paid under the insurance policy
27 and that waiver does not invalidate the insurance policy; that such Commercial General
28 Liability insurance names the County of Fresno, its officers, agents and employees,
21
1 individually and collectively, as additional insured, but only insofar as the operations under
2 this Agreement are concerned; that such coverage for additional insured shall apply a
3 primary insurance and any other insurance, or self-insurance, maintained by the COUNTY,
4 its officers, agents and employees, shall be excess only and not contributing with insurance
5 provided under the CONSULTANT's policies herein; and that this insurance shall not b
6 cancelled or changed without a minimum of thirty (30) days advance, written notice given t
7 the COUNTY.
8 All policies shall be issued by admitted insurers licensed to do business in the State
9 of California, and such insurance shall be purchased from companies possessing a current
10 A.M. Best, Inc. rating of A FSC VII or better.
11 The CONSULTANT agrees that the bodily injury liability insurance herein provided
12 for, shall be in effect at all times during the term of this Agreement. In the event said
13 insurance coverage expires at any time or times during the term of this Agreement,
14 CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said
15 expiration date; and a new Certificate of Insurance evidencing insurance coverage as
16 provided for herein, for not less than either the remainder of the term of the Agreement, or
17 for a period of not less than one (1) year. New Certificates of Insurance are subject to the
18 approval of COUNTY.
19 In the event the CONSULTANT fails to keep in effect at all times the insurance
20 coverages as required by this Article 10, the COUNTY may, in addition to any other
21 remedies it may have, suspend or terminate this Agreement upon occurrence of such
22 failure, or may purchase such insurance coverage and charge the cost of the coverage to
23 the CONSULTANT. The COUNTY may offset such charges against any amounts owed by
24 the COUNTY to the CONSULTANT under this Agreement.
25 11. AUDITS / RETENTION OF RECORD
26 A. The CONSULTANT shall at any time during business hours, and as often as the
27 COUNTY may deem necessary, make available to the COUNTY for examination all of its
28 records and data with respect to the matters covered by this Agreement. The
22
1 CONSULTANT shall, upon request by the COUNTY, permit the COUNTY to audit and
2 inspect all of such records and data, including but not limited to, the costs of administering
3 this Agreement, necessary to ensure the CONSULTANT'S compliance with the terms of
4 this Agreement (and compliance with Public Contract Code 10115, et seq. and Title 21,
5 California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable).
6 B. For the purpose of determining compliance with Gov. Code § 8546.7, the
7 CONSULTANT, its subconsultants, and COUNTY shall maintain all books, documents,
8 papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and
9 other evidence pertaining to the performance of the Agreement including, but not limited to,
10 the costs of administering the Agreement. All parties, including the CONSULTANT's
11 Independent CPA, shall make such workpapers and materials available at their respective
12 offices at all reasonable times during the Agreement period and for three (3) years from the
13 date of final payment under the Agreement. The COUNTY, Caltrans Auditor, FHWA, or any
14 duly authorized representative of the Federal government having jurisdiction under Federal
15 laws or regulations (including without limitation when such jurisdiction is based upon
16 Federal funding of the PROJECT in whole or in part) shall have access to any books,
17 records, and documents of the CONSULTANT, its subconsultants, and the
18 CONSULTANT's Independent CPA, that are pertinent to the Agreement for audits,
19 examinations, workpaper review, excerpts, and transactions, and copies thereof shall be
20 furnished if requested without limitation. It shall be the responsibility of the CONSULTANT
21 to ensure that all subcontracts in excess of $25,000 shall contain this provision.
22 C. This Article 11 survives the termination of this Agreement.
23 12. NOTICES
24 The delivery of all notices hereunder and communications regarding interpretation of
25 the terms of this Agreement and any proposed changes thereto, shall be accomplished by
26 sending an e-mail, addressed to the CONTRACT ADMINISTRATOR and the
27 CONSULTANT'S PROJECT MANAGER as identified on Pages 3 and 4 of this Agreement.
28 For all claims arising out of or related to this Agreement, nothing in this section establishes,
23
1 waives, or modifies any claims presentation requirements or procedures provided by law,
2 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the
3 Government Code, beginning with section 810).
4 13. GOVERNING LAW
5 Venue for any action arising out of or related to this Agreement shall only be in
6 Fresno County, California.
7 The rights and obligations of the parties and all interpretation and performance of
8 this Agreement shall be governed in all respects by the laws of the State of California.
g 14. DISCLOSURE OF SELF-DEALING TRANSACTIONS
10 This provision is only applicable if the CONSULTANT is operating as a corporation
11 (a for-profit or non-profit corporation) or if during the term of this Agreement, the
12 CONSULANT changes its status to operate as a corporation. Members of the
13 CONSULTANT'S Board of Directors shall disclose any self-dealing transactions that they
14 are a party to while the CONSULTANT is providing goods or performing services under this
15 Agreement. A self-dealing transaction shall mean a transaction to which the CONSULTANT
16 is a party and in which one or more of its directors has a material financial interest.
17 Members of the Board of Directors shall disclose any self-dealing transactions that they are
18 a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached
19 hereto as Appendix G and incorporated herein by reference, and submitting it to the
20 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter.
21 15. ELECTRONIC SIGNATURE
22 The parties agree that this Agreement may be executed by electronic signature as
23 provided in this section.
24 A. An "electronic signature" means any symbol or process intended by an
25 individual signing this Agreement to represent their signature, including but not limited to:
26 (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
27 electronically scanned and transmitted (for example by PDF document) version of an
28 original handwritten signature.
24
1 B. Each electronic signature affixed or attached to this Agreement: (1) is
2 deemed equivalent to a valid original handwritten signature of the person signing this
3 Agreement for all purposes, including but not limited to evidentiary proof in any
4 administrative or judicial proceeding; and (2) has the same force and effect as the valid
5 original handwritten signature of that person.
6 C. The provisions of this section satisfy the requirements of Civil Code section
7 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
g Part 2, Title 2.5, beginning with section 1633.1).
9 D. Each party using a digital signature represents that it has undertaken and
10 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs
11 (1) through (5), and agrees that each other party may rely upon that representation.
12 E. This Agreement is not conditioned upon the parties conducting the
13 transactions under it by electronic means and either party may sign this Agreement with an
14 original handwritten signature.
15 16. SUBCONSULTANTS
16 A. The CONSULTANT may retain, as subconsultants, specialists in such
17 engineering disciplines (including, but not limited to, structural, mechanical, transportation,
18 environmental, water resources, electrical, surveying and geotechnical) as the
19 CONSULTANT requires to assist in completing the work. The subconsultants listed in
20 Appendix H, attached hereto and incorporated herein, shall be considered as approved by
21 the CONTRACT ADMINISTRATOR. Any other subconsultants proposed for use by the
22 CONSULTANT shall be approved in writing by the CONTRACT ADMINISTRATOR before
23 they are retained by the CONSULTANT, which approval shall not be unreasonably
24 withheld.
25 B. Should the CONSULTANT retain any subconsultants, the maximum amount o
26 compensation to be paid to the CONSULTANT under Article 5 shall not be increased. Any
27 additional compensation to be paid to the CONSULTANT for such subconsultants' work
28 shall be limited to administrative time as defined in the fee proposal. Additional fees other
25
1 than those defined in the fee proposal shall not be reimbursed.
2 C. CONSULTANT shall be as fully responsible to the COUNTY for the negligent
3 acts and omissions of its contractors and subcontractors or subconsultants, and of persons
4 either directly or indirectly employed by them, in the same manner as persons directly
5 employed by CONSULTANT.
6 D. Nothing contained in this Agreement shall create any contractual relationship
7 between the COUNTY and any of the CONSULTANT'S subconsultants, and no
8 subconsultant agreement shall relieve the CONSULTANT of any of its responsibilities and
9 obligations hereunder. The CONSULTANT agrees to be as fully responsible to the
10 COUNTY for the acts and omissions of its subconsultants and of persons either directly or
11 indirectly employed by any of them as it is for the acts and omissions of persons directly
12 employed by the CONSULTANT. The CONSULTANT'S obligation to pay its subconsultants
13 is a separate and independent obligation that is entirely unrelated to the COUNTY's
14 obligation to make payments to the CONSULTANT.
15 E. The CONSULTANT shall perform the work contemplated with resources
16 available within its own organization; and no portion of the work pertinent to this contract
17 shall be subcontracted without prior written authorization by the CONTRACT
18 ADMINISTRATOR, excepting only those portions of the work and the responsible
19 subconsultants that are expressly identified in Appendix H.
20 F. Any subcontract in excess of $25,000 entered into as a result of this
21 Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to
22 subcontractors.
23 G. The CONSULTANT shall pay its subconsultants within fifteen (15) calendar
24 days from receipt of each progress payment made to the CONSULTANT by the COUNTY.
25 H. Any substitution of subconsultant(s) must be approved in writing by the
26 CONTRACT ADMINISTRATOR in advance of assigning work to a substitute
27 Subconsultant.
28
26
1 I. Prompt Progress Payment
2 The CONSULTANT or subconsultant shall pay to any subconsultant, not later than
3 fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in
4 writing, the respective amounts allowed CONSULTANT on account of the work performed
5 by the subconsultants, to the extent of each subconsultant's interest therein. In the event
6 that there is a good faith dispute over all or any portion of the amount due on a progress
7 payment from the CONSULTANT or subconsultant to a subconsultant, the CONSULTANT
8 or subconsultant may withhold no more than 150 percent of the disputed amount. Any
9 violation of this requirement shall constitute a cause for disciplinary action and shall subject
10 the licensee to a penalty, payable to the subconsultant, of two percent (2%) of the amount
11 due per month for every month that payment is not made.
12 In any action for the collection of funds wrongfully withheld, the prevailing party shall
13 be entitled to his or her attorney's fees and costs. The sanctions authorized under this
14 requirement shall be separate from, and in addition to, all other remedies, either civil,
15 administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.
16 J. Prompt Payment of Withheld Funds to Subconsultants
17 The COUNTY may hold retainage from the CONSULTANT as provided in Article 5,
18 Section D.
19 1. If the COUNTY has elected to hold retainage for a PROJECT under
20 Article 5, Section D, the COUNTY shall hold retainage from the CONSULTANT and shall
21 make prompt and regular incremental acceptances of portions, as determined by the
22 COUNTY of the contract work and pay retainage to the CONSULTANT based on these
23 acceptances. The CONSULTANT or subconsultant shall return all monies withheld in
24 retention from all subconsultants within 15 days after receiving payment for work
25 satisfactorily completed and accepted including incremental acceptances of portions of the
26 contract work by the COUNTY. Any delay or postponement of payment may take place
27 only for good cause and with the COUNTY's prior written approval, in order to ensure
28 prompt and full payment of any retainage kept by the CONSULTANT or subconsultant to a
27
1 subconsultant.
2 Any violation of these provisions shall subject the violating CONSULTANT or
3 subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of
4 the California Civil Code. This requirement shall not be construed to limit or impair any
5 contractual, administrative or judicial remedies otherwise available to the CONSULTANT or
6 subconsultant in the event of a dispute involving late payment or nonpayment by the
7 CONSULTANT, or deficient subconsultant performance and/or noncompliance by a
8 subconsultant. This clause applies to both DBE and non-DBE subconsultants.
9 2. If the COUNTY has elected not to hold retainage for a PROJECT under
10 Article 5, Section D, no retainage will be held by the COUNTY from progress payments due
11 to the CONSULTANT; and in such case, the CONSULTANT and its subconsultants are
12 prohibited from holding retainage from their subconsultants. Any delay or postponement of
13 payment may take place only for good cause and with the COUNTY'S prior written
14 approval. Any violation of these provisions shall subject the violating CONSULTANT or
15 subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of
16 the California Civil Code. This requirement shall not be construed to limit or impair any
17 contractual, administrative or judicial remedies otherwise available to the CONSULTANT or
18 subconsultant in the event of a dispute involving late payment or nonpayment by the
19 CONSULTANT, or deficient subconsultant performance and/or noncompliance by a
20 subconsultant. This clause applies to both DBE and non-DBE subconsultants.
21 17. CONFLICT OF INTEREST
22 A. The CONSULTANT shall comply with the provisions of the Fresno County
23 Department of Public Works and Planning Conflict of Interest Code, attached hereto as
24 Appendix I and incorporated herein by this reference. Such compliance shall include the
25 filing of annual statements pursuant to the regulations of the State Fair Political Practices
26 Commission including, but not limited to, portions of Form 700.
27 B. During the term of this Agreement, the CONSULTANT shall disclose any
28 financial, business, or other relationship with the COUNTY that may have an impact upon
28
1 the outcome of this contract, or any ensuing COUNTY construction project. The
2 CONSULTANT shall also list current clients who may have a financial interest in the
3 outcome of this contract, or any ensuing COUNTY construction project, which will follow.
4 C. The CONSULTANT certifies that it has disclosed to the COUNTY any actual,
5 apparent, or potential conflicts of interest that may exist relative to the services to be
6 provided pursuant to this AGREEMENT. The CONSULTANT agrees to advise the
7 COUNTY of any actual, apparent or potential conflicts of interest that may develop
8 subsequent to the date of execution of this AGREEMENT. The CONSULTANT further
9 agrees to complete any statements of economic interest if required by either COUNTY
10 ordinance or State law.
11 D. The CONSULTANT hereby certifies that it does not now have nor shall it acquire
12 any financial or business interest that would conflict with the performance of services under
13 this AGREEMENT.
14 E. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant
15 and any firm affiliated with the CONSULTANT or subconsultant that bids on any
16 construction contract or on any Agreement to provide construction inspection for any
17 construction project resulting from this AGREEMENT, has established necessary controls
18 to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to
19 the control of the same persons, through joint ownership or otherwise.
20 F. 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 providers,
23 shall not provide any PROJECT-related services for, or receive any PROJECT-related
24 compensation from any construction contractor, subcontractor or service provider awarded
25 a construction contract (hereinafter referred to as "contractor") for all or any portion of the
26 PROJECT(S) for which the CONSULTANT provides services hereunder. The
27 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
29
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 G. Except for subconsultants or subcontractors whose services are limited to
5 providing surveying or materials testing information, no subcontractor who has provided
6 design services in connection with this contract shall be eligible to bid on any construction
7 contract, or on any contract to provide construction inspection for any construction project
8 resulting from this contract; provided, however, that this shall not be construed as
9 disallowing subcontractors who have provided design services for the PROJECT from
10 performing, pursuant to this Agreement or other agreement with the COUNTY, construction
11 inspection services on behalf of the COUNTY for the PROJECT.
12 18. ERRORS OR OMISSIONS CLAIMS AND DISPUTES
13 A. Definitions:
14 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
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 the
22 CONSULTANT arising out of or relating to the contract. Claims must be made by written
23 notice. The provisions of Government Code section 901, et seq., shall apply to every claim
24 made to the COUNTY. The responsibility to substantiate claims shall rest with the party
25 making the claim. The term "Claim" also includes any allegation of an error or omission by
26 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
30
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 this Agreement, shall not be subject to arbitration, but shall be subject
4 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 18, 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.
31
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 this
4 Agreement pending resolution of any dispute, and the COUNTY shall continue to make
5 payments of all undisputed amounts due under this 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 19. OWNERSHIP OF DATA
11 A. All documents, including preliminary documents, calculations, and survey data,
12 required in performing services under this Agreement shall be submitted to, and shall
13 remain at all times the property of the COUNTY regardless of whether they are in the
14 possession of the CONSULTANT or any other person, firm, corporation or agency.
15 B. The CONSULTANT understands and agrees the COUNTY shall retain full
16 ownership rights of the drawings and work product of the CONSULTANT for the PROJECT,
17 to the fullest extent permitted by law. In this regard, the CONSULTANT acknowledges and
18 agrees the CONSULTANT'S services are on behalf of the COUNTY and are "works made
19 for hire," as that term is defined in copyright law, by the COUNTY; that the drawings and
20 work product to be prepared by the CONSULTANT are for the sole and exclusive use of
21 the COUNTY, and that the COUNTY shall be the sole owner of all patents, copyrights,
22 trademarks, trade secrets and other rights and contractual interests in connection therewith
23 which are developed and compensated solely under this Agreement; that all the rights, title
24 and interest in and to the drawings and work product will be transferred to the COUNTY by
25 the CONSULTANT to the extent the CONSULTANT has an interest in and authority to
26 convey such rights; and the CONSULTANT will assist the COUNTY to obtain and enforce
27 patents, copyrights, trademarks, trade secrets, and other rights and contractual interests
28 relating to said drawings and work product, free and clear of any claim by the
32
1 CONSULTANT or anyone claiming any right through the CONSULTANT. The
2 CONSULTANT further acknowledges and agrees the COUNTY's ownership rights in such
3 drawings or work product, shall apply regardless of whether such drawings or work product,
4 or any copies thereof, are in possession of the CONSULTANT, or any other person, firm,
5 corporation, or entity. For purposes of this Agreement the terms "drawings and work
6 product" shall mean all reports and study findings commissioned to develop the PROJECT
7 design, drawings and schematic or preliminary design documents, certified reproducibles of
8 the original final construction contract drawings, specifications, the approved estimate,
9 record drawings, as-built plans, and discoveries, developments, designs, improvement,
10 inventions, formulas, processes, techniques, or specific know-how and data generated or
11 conceived or reduced to practice or learning by the CONSULTANT, either alone or jointly
12 with others, that result from the tasks assigned to the CONSULTANT by the COUNTY
13 under this Agreement.
14 C. If this Agreement is terminated during or at the completion of any phase under
15 Article 3, electronic and reproducible copies of report(s) or preliminary documents shall be
16 submitted by the CONSULTANT to the COUNTY, which may use them to complete the
17 PROJECT(S) at a future time.
18 D. If the PROJECT is terminated at the completion of a construction document
19 phase of the PROJECT, electronic and certified reproducibles on 4 mil thick double matte
20 film of the original final construction contract drawings, specifications, and approved
21 engineer's estimate shall be submitted by the CONSULTANT to the COUNTY.
22 E. Documents, including drawings and specifications, prepared by the
23 CONSULTANT pursuant to this Agreement are intended to be suitable for reuse by the
24 COUNTY or others on extensions of the services provided for PROJECT. Any use of
25 completed documents for projects other than PROJECT(S) and/or any use of uncompleted
26 documents will be at the COUNTY'S sole risk and without liability or legal exposure to the
27 CONSULTANT.
28 The electronic files provided by the CONSULTANT to the COUNTY are submitted
33
1 for an acceptance period lasting until the expiration of this Agreement (i.e., throughout the
2 duration of the contract term, including any extensions). Any defects the COUNTY
3 discovers during such acceptance period will be reported to the CONSULTANT and will be
4 corrected as part of the CONSULTANT'S "Basic Scope of Work."
5 F. The CONSULTANT shall not be liable for claims, liabilities or losses arising out
6 of, or connected with (1) the modification or misuse by the COUNTY or anyone authorized
7 by the COUNTY, of such CAD data, or (2) decline of accuracy or readability of CAD data
8 due to inappropriate storage conditions or duration; or (3) any use by the COUNTY, or
9 anyone authorized by the COUNTY, of such CAD data or other PROJECT documentation
10 for additions to the PROJECT for the completion of the PROJECT by others, or for other
11 projects; except to the extent that said use may be expressly authorized, in writing, by the
12 CONSULTANT.
13 G. The COUNTY, in the discretion of its Board of Supervisors, may permit the
14 copyrighting of reports or other products. If copyrights are permitted, the CONSULTANT
15 hereby agrees and this Agreement shall be deemed to provide that the Federal Highway
16 Administration shall have the royalty-free nonexclusive and irrevocable right to reproduce,
17 publish, or otherwise use, and to authorize others to use, the work for government
18 purposes.
19 20. CONSULTANT'S LEGAL AUTHORITY
20 The CONTRACTOR represents and warrants to the COUNTY that:.
21 A. The CONTRACTOR is duly authorized and empowered to sign and perform
22 its obligations under this Agreement; and
23 B. The individual signing this Agreement on behalf of the CONTRACTOR is duly
24 authorized to do so and his or her signature on this Agreement legally binds the
25 CONTRACTOR to the terms of this Agreement.
26 21. BINDING UPON SUCCESSORS
27 This Agreement shall be binding upon and inure to the benefit of the parties and
2s
34
1 their respective successors in interest, assigns, legal representatives, and heirs.
2 22. SEVERABILITY
3 If any part of this Agreement is determined by a court of competent jurisdiction to be
4 unlawful or otherwise unenforceable, then this Agreement shall be construed as not
5 containing such provision, and all other provisions which are otherwise lawful shall remain
6 in full force and effect, and to this end the provisions of this Agreement are hereby declared
7 to be severable.
8 23. STATE PREVAILING WAGE RATES
9 A. No CONSULTANT or Subconsultant may be awarded an Agreement containing
10 public work elements unless registered with the Department of Industrial Relations (DIR)
11 pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the
12 entire term of this Agreement, including any subsequent amendments.
13 B. The CONSULTANT shall comply with all of the applicable provisions of the
14 California Labor Code requiring the payment of prevailing wages. The General Prevailing
15 Wage Rate Determinations applicable to work under this Agreement are available from the
16 Department of Industrial Relations website http://www.dir.ca.gov. These wage rates are
17 made a specific part of this Agreement by reference pursuant to Labor Code §1773.2 and
18 will be applicable to work performed at a construction project site. Prevailing wages will be
19 applicable to all inspection work performed at COUNTY construction sites, at COUNTY
20 facilities and at off-site locations that are set up by the construction contractor or one of its
21 subcontractors solely and specifically to serve COUNTY projects. Prevailing wage
22 requirements do not apply to inspection work performed at the facilities of vendors and
23 commercial materials suppliers that provide goods and services to the general public.
24 C. Payroll Records
25 1. Each CONSULTANT and Subconsultant shall keep accurate certified
26 payroll records and supporting documents as mandated by Labor Code §1776 and as
27 defined in 8 CCR §16000 showing the name, address, social security number, work
28 classification, straight time and overtime hours worked each day and week, and the actual
35
1 per diem wages paid to each journeyman, apprentice, worker, or other employee employed
2 by the CONSULTANT or Subconsultant in connection with the public work. Each payroll
3 record shall contain or be verified by a written declaration that it is made under penalty of
4 perjury, stating both of the following:
5 a. The information contained in the payroll record is true and correct.
6 b. The employer has complied with the requirements of Labor Code §1771,
7 §1811, and §1815 for any work performed by his or her employees on the public works
8 project.
9 2. The payroll records enumerated under paragraph (1) above shall be
10 certified as correct by the CONSULTANT under penalty of perjury. The payroll records and
11 all supporting documents shall be made available for inspection and copying by COUNTY
12 representatives at all reasonable hours at the principal office of the CONSULTANT. The
13 CONSULTANT shall provide copies of certified payrolls or permit inspection of its records
14 as follows:
15 a. A certified copy of an employee's payroll record shall be made
16 available for inspection or furnished to the employee or the employee's authorized
17 representative on request.
18 b. A certified copy of all payroll records enumerated in paragraph (1)
19 above, shall be made available for inspection or furnished upon request to a representative
20 of the COUNTY, the Division of Labor Standards Enforcement and the Division of
21 Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls
22 submitted to the COUNTY, the Division of Labor Standards Enforcement and the Division
23 of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
24 C. The public shall not be given access to certified payroll records by the
25 CONSULTANT. The CONSULTANT is required to forward any requests for certified
26 payrolls to the COUNTY Contract Administrator by both email and regular mail on the
27 business day following receipt of the request.
28 3. Each CONSULTANT shall submit a certified copy of the records
36
1 enumerated in paragraph (1) above, to the entity that requested the records within ten (10)
2 calendar days after receipt of a written request.
3 4. Any copy of records made available for inspection as copies and
4 furnished upon request to the public or any public agency by the COUNTY shall be marked
5 or obliterated in such a manner as to prevent disclosure of each individual's name, address,
6 and social security number. The name and address of the CONSULTANT or Subconsultant
7 performing the work shall not be marked or obliterated.
8 5. The CONSULTANT shall inform the COUNTY of the location of the
9 records enumerated under paragraph (1) above, including the street address, city and
10 county, and shall, within five (5) working days, provide a notice of a change of location and
11 address.
12 6. The CONSULTANT or Subconsultant shall have ten (10) calendar
13 days in which to comply subsequent to receipt of written notice requesting the records
14 enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails
15 to comply within the ten (10) day period, he or she shall, as a penalty to the COUNTY,
16 forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each
17 worker, until strict compliance is effectuated. Such penalties shall be withheld by the
18 COUNTY from payments then due. The CONSULTANT is not subject to a penalty
19 assessment pursuant to this section due to the failure of a Subconsultant to comply with
20 this section.
21 D. When prevailing wage rates apply, the CONSULTANT is responsible for
22 verifying compliance with certified payroll requirements. Invoice payment will not be made
23 until the invoice is approved by the COUNTY Contract Administrator.
24 E. Penalty
25 1. The CONSULTANT and any of its Subconsultants shall comply with
26 Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any
27 Subconsultant shall forfeit to the COUNTY a penalty of not more than two hundred dollars
28 ($200) for each calendar day, or portion thereof, for each worker paid less than the
37
1 prevailing rates as determined by the Director of DIR for the work or craft in which the
2 worker is employed for any public work done under the Agreement by the CONSULTANT
3 or by its Subconsultant in violation of the requirements of the Labor Code and in particular,
4 Labor Code §§1770 to 1780, inclusive.
5 2. The amount of this forfeiture shall be determined by the Labor
6 Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of
7 the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, o
8 the previous record of the CONSULTANT or Subconsultant in meeting their respective
g prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to
10 pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to
11 pay the correct rates of prevailing wages is not excusable if the CONSULTANT or
12 Subconsultant had knowledge of the obligations under the Labor Code. The
13 CONSULTANT is responsible for paying the appropriate rate, including any escalations that
14 take place during the term of the Agreement.
15 3. In addition to the penalty and pursuant to Labor Code §1775, the difference
16 between the prevailing wage rates and the amount paid to each worker for each calendar
17 day or portion thereof for which each worker was paid less than the prevailing wage rate
18 shall be paid to each worker by the CONSULTANT or Subconsultant.
19 4. If a worker employed by a Subconsultant on a public works project is
20 not paid the general prevailing per diem wages by the Subconsultant, the prime
21 CONSULTANT of the project is not liable for the penalties described above unless the
22 prime CONSULTANT had knowledge of that failure of the Subconsultant to pay the
23 specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails
24 to comply with all of the following requirements:
25 a. The Agreement executed between the CONSULTANT and the
26 Subconsultant for the performance of work on public works projects shall include a copy of
27 the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.
28 b. The CONSULTANT shall monitor the payment of the specified general
38
1 prevailing rate of per diem wages by the Subconsultant to the employees by periodic
2 review of the certified payroll records of the Subconsultant.
3 C. Upon becoming aware of the Subconsultant's failure to pay the
4 specified prevailing rate of wages to the Subconsultant's workers, the CONSULTANT shall
5 diligently take corrective action to halt or rectify the failure, including but not limited to,
6 retaining sufficient funds due the Subconsultant for work performed on the public works
7 project.
8 d. Prior to making final payment to the Subconsultant for work performed
9 on the public works project, the CONSULTANT shall obtain an affidavit signed under
10 penalty of perjury from the Subconsultant that the Subconsultant had paid the specified
11 general prevailing rate of per diem wages to the Subconsultant's employees on the public
12 works project and any amounts due pursuant to Labor Code §1813.
13 5. Pursuant to Labor Code §1775, the COUNTY shall notify the
14 CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a
15 complaint that a Subconsultant has failed to pay workers the general prevailing rate of per
16 diem wages.
17 6. If the COUNTY determines that employees of a Subconsultant were
18 not paid the general prevailing rate of per diem wages and if the COUNTY did not retain
19 sufficient money under the Agreement to pay those employees the balance of wages owed
20 under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an
21 amount of moneys due the Subconsultant sufficient to pay those employees the general
22 prevailing rate of per diem wages if requested by the COUNTY.
23 F. Hours of Labor
24 Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit,
25 as a penalty to the COUNTY, twenty-five dollars ($25) for each worker employed in the
26 execution of the Agreement by the CONSULTANT or any of its Subconsultants for each
27 calendar day during which such worker is required or permitted to work more than eight (8)
28 hours in any one calendar day and forty (40) hours in any one calendar week in violation of
39
1 the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive,
2 except that work performed by employees in excess of eight (8) hours per day, and forty
3 (40) hours during any one week, shall be permitted upon compensation for all hours
4 worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less
5 than one and one half (1.5) times the basic rate of pay, as provided in §1815.
6 G. Employment of Apprentices
7 1. Where either the prime Agreement or the subconsultant agreement
8 exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants
9 under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5,
10 1777.6 and 1777.7 in the employment of apprentices.
11 2. CONSULTANT and all subconsultants are required to comply with all
12 Labor Code requirements regarding the employment of apprentices, including mandatory
13 ratios of journey level to apprentice workers. Prior to commencement of work, the
14 CONSULTANT and subconsultants are advised to contact the DIR Division of
15 Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information
16 regarding the employment of apprentices and for the specific journey-to-apprentice ratios
17 for the Agreement work. The CONSULTANT is responsible for all subconsultants'
18 compliance with these requirements. Penalties are specified in Labor Code §1777.7.
19 24. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
20 A. This Agreement is subject to 49 Code of Federal Regulations (hereinafter referred
21 to as "49 CFR"), Part 26 Participation by Disadvantaged Business Enterprises in
22 Department of Transportation Financial Assistance Programs, Disadvantaged Business
23 Enterprise programs established by other federal agencies and/or the COUNTY'S
24 Disadvantaged Business Enterprise Program (all of which are hereinafter referred to as
25 "DBE PROGRAM(S)"),
26 B. The CONSULTANT is responsible for being fully informed regarding the
27 requirements of 49 CFR, Part 26 and the CALTRANS Disadvantaged Business Enterprise
28 program developed pursuant to the regulations, as detailed in Appendix J, attached hereto
40
1 and incorporated herein.
2 C. The CONSULTANT, subrecipient (the COUNTY), or subconsultant shall take
3 necessary and reasonable steps to ensure that DBEs have opportunities to participate in
4 the contract (49 CFR Part 26). To ensure equal participation of DBEs as provided in 49
5 CFR Section 26.5, the COUNTY specifies a contract goal for DBEs. The CONSULTANT
6 shall make work available to DBEs and allocate portions of the work consistent with
7 available DBE subconsultants and suppliers.
8 The CONSULTANT shall meet the DBE goal shown elsewhere in these special
9 provisions or demonstrate its having made adequate good faith efforts to meet this goal. It
10 is the CONSULTANT's responsibility to verify that the DBE firm is certified as DBE at date
11 of proposal opening and document the record by printing out the California Unified
12 Certification Program (CUCP) data for each DBE firm. A list of DBEs certified by the CUCP
13 can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.
14 All DBE participation will count toward the California Department of Transportation's
15 federally mandated statewide overall DBE goal. Credit for materials or supplies
16 CONSULTANT purchases from DBEs counts towards the goal in the following manner:
17 • 100 percent counts if the materials or supplies are obtained from a DBE
18 manufacturer.
19 • 60 percent counts if the materials or supplies are purchased from a DBE
20 regular dealer.
21 • Only fees, commissions, and charges for assistance in the procurement
22 and delivery of materials or supplies count if obtained from a DBE that is neither a
23 manufacturer nor regular dealer. 49 CFR Section 26.55 defines "manufacturer" and
24 "regular dealer."
25 This Agreement is subject to 49 CFR Part 26 entitled "Participation by
26 Disadvantaged Business Enterprises in Department of Transportation Financial Assistance
27 Programs". Any CONSULTANT who enters into a federally funded agreement will assist
28 the COUNTY in a good faith effort to achieve California's statewide overall DBE goal.
41
1 D. The goal for DBE participation for this AGREEMENT is 13.0%. Participation by a
2 DBE CONSULTANT or subconsultants shall be in accordance with information contained in
3 Exhibit 10-02: Consultant Contract DBE Commitment attached hereto and incorporated as
4 part of the AGREEMENT as Appendix K. If a DBE subconsultant is unable to perform, the
5 CONSULTANT must make a good faith effort to replace them with another DBE
6 subconsultant, if the goal is not otherwise met.
7 E. The CONSULTANT can meet the DBE participation goal by either documenting
8 commitments to DBEs to meet the Agreement goal, or by documenting adequate good faith
9 efforts to meet the Agreement goal. An adequate good faith effort means that the
10 CONSULTANT must show that it took all necessary and reasonable steps to achieve a
11 DBE goal that, by their scope, intensity, and appropriateness to the objective, could
12 reasonably be expected to meet the DBE goal. If the CONSULTANT has not met the DBE
13 goal, the CONSULTANT must then complete and submit Exhibit 15-H: DBE Information —
14 Good Faith Efforts to document its efforts to meet the goal. Refer to 49 CFR Part 26 for
15 guidance regarding evaluation of good faith efforts to meet the DBE goal.
16 F. Contract Assurance
17 Under 49 CFR Section 26.13(b):
18 The CONSULTANT, subrecipient or subconsultant shall not discriminate on the
19 basis of race, color, national origin, or sex in the performance of this contract. The
20 CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and
21 administration of federal-aid contracts.
22 Failure by the CONSULTANT to carry out these requirements is a material breach of
23 this contract, which may result in the termination of this contract or such other remedy as
24 the recipient deems appropriate, which may include, but is not limited to:
25 (1) Withholding monthly progress payments;
26 (2) Assessing sanctions;
27 (3) Liquidated damages; and/or
28 (4) Disqualifying CONSULTANT from future proposing as non-responsible
42
1 G. Termination and Substitution of DBE Subconsultants
2 The CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the
3 materials for which each is listed unless the CONSULTANT or DBE subconsultant obtains
4 the COUNTY's written consent. The CONSULTANT shall not terminate or substitute a
5 listed DBE for convenience and perform the work with their own forces or obtain materials
6 from other sources without authorization from the COUNTY. Unless the COUNTY's
7 consent is provided, the CONSULTANT shall not be entitled to any payment for work or
8 material unless it is performed or supplied by the listed DBE on the Exhibit 10-02
9 Consultant Contract DBE Commitment form, included in the Bid.
10 The COUNTY authorizes a request to use other forces or sources of materials if the
11 CONSULTANT shows any of the following justifications:
12 1. Listed DBE fails or refuses to execute a written contract based on plans
13 and specifications for the project.
14 2. The COUNTY stipulated that a bond is a condition of executing the
15 subcontract and the listed DBE fails to meet the COUNTY's bond requirements.
16 3. Work requires a consultant's license and listed DBE does not have a valid
17 license under Contractors License Law.
18 4. Listed DBE fails or refuses to perform the work or furnish the listed
19 materials (failing or refusing to perform is not an allowable reason to remove a DBE if the
20 failure or refusal is a result of bad faith or discrimination).
21 5. Listed DBE's work is unsatisfactory and not in compliance with the
22 contract.
23 6. Listed DBE is ineligible to work on the project because of suspension or
24 debarment.
25 7. Listed DBE becomes bankrupt or insolvent.
26 8. Listed DBE voluntarily withdraws with written notice from the Contract
27 9. Listed DBE is ineligible to receive credit for the type of work required.
28 10. Listed DBE owner dies or becomes disabled resulting in the inability to
43
1 perform the work on the Contract.
2 11. The COUNTY determines other documented good cause.
3 The CONSULTANT shall notify the original DBE of the intent to use other forces or
4 material sources and provide the reasons and provide the DBE with 5 days to respond to
5 the notice and advise the CONSULTANT and the COUNTY of the reasons why the use of
6 other forces or sources of materials should not occur.
7 The CONSULTANT's request to use other forces or material sources must include:
8 1. One or more of the reasons listed in the preceding paragraph.
9 2. Notices from the CONSULTANT to the DBE regarding the request.
10 3. Notices from the DBEs to the CONSULTANT regarding the request.
11 If a listed DBE is terminated or substituted, the CONSULTANT must make good faith
12 efforts to find another DBE to substitute for the original DBE. The substitute DBE must
13 perform at least the same amount of work as the original DBE under the contract to the
14 extent needed to meet or exceed the DBE goal.
15 H. Commitment and Utilization
16 The COUNTY's DBE program must include a monitoring and enforcement mechanism to
17 ensure that DBE commitments reconcile to DBE utilization.
18 The COUNTY shall request the CONSULTANT to:
19 1. Notify the COUNTY's contract administrator or designated representative of
20 any changes to its anticipated DBE participation
21 2. Provide this notification before starting the affected work
22 3. Maintain records including:
23 • Name and business address of each 1 st-tier subconsultant
24 • Name and business address of each DBE subconsultant, DBE vendor,
25 and DBE trucking company, regardless of tier
26 • Date of payment and total amount paid to each business (see Exhibit 9-F
27 Monthly Disadvantaged Business Enterprise Payment)
28 If the CONSULTANT is a DBE CONSULTANT, it shall include the date(s) of work
44
1 performed by its own forces and the corresponding value of all such work. If a DBE is
2 decertified before completing its work, the DBE must notify CONSULTANT in writing of the
3 decertification date. If a business becomes a certified DBE before completing its work, the
4 business must notify the CONSULTANT in writing of the certification date. The
5 CONSULTANT shall submit the notifications to the COUNTY. On work completion, the
6 CONSULTANT shall complete a Disadvantaged Business Enterprises (DBE) Certification
7 Status Change, Exhibit 17-0, form and submit the form to the COUNTY within 30 days of
8 contract acceptance.
9 Upon work completion, the CONSULTANT shall complete Exhibit 17-F Final Report—
10 Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and
11 submit it to the COUNTY within 90 days of contract acceptance. The COUNTY will withhold
12 $10,000 until the form is submitted. The COUNTY will release the withhold upon
13 submission of the completed form. In the COUNTY's reports of DBE participation to
14 Caltrans, the COUNTY must display both commitments and attainments.
15 I. Eligibility
16 A DBE is only eligible to be counted toward the Agreement goal if it performs a
17 commercially useful function (CUF) on the Agreement. CUF must be evaluated on an
18 agreement-by-agreement basis. A DBE performs a Commercially Useful Function (CUF)
19 when it is responsible for execution of the work of the Agreement and is carrying out its
20 responsibilities by actually performing, managing, and supervising the work involved. To
21 perform a CUF, the DBE must also be responsible, with respect to materials and supplies
22 used on the Agreement, for negotiating price, determining quality and quantity, ordering the
23 material and installing (where applicable), and paying for the material itself. To determine
24 whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry
25 practices, whether the amount the firm is to be paid under the Agreement is commensurate
26 with the work it is actually performing, and other relevant factors.
27 J. A DBE does not perform a CUF if its role is limited to that of an extra participant
28 in a transaction, Agreement, or project through which funds are passed in order to obtain
45
1 the appearance of DBE participation. In determining whether a DBE is such an extra
2 participant, examine similar transactions, particularly those in which DBEs do not
3 participate.
4 K. If a DBE does not perform or exercise responsibility for at least thirty percent
5 (30%) of the total cost of its Agreement with its own work force, or the DBE subcontracts a
6 greater portion of the work of the Agreement than would be expected on the basis of
7 normal industry practice for the type of work involved, it will be presumed that it is not
8 performing a CUF.
9 L. The CONSULTANT shall maintain records of materials purchased or supplied
10 from all subcontracts entered into with certified DBEs. The records shall show the name
11 and business address of each DBE or vendor and the total dollar amount actually paid
12 each DBE or vendor, regardless of tier. The records shall show the date of payment and
13 the total dollar figure paid to all firms. DBE CONSULTANTs shall also show the date of
14 work performed by their own forces along with the corresponding dollar value of the work.
15 M. If a DBE subconsultant is decertified during the life of the Agreement, the
16 decertified subconsultant shall notify CONSULTANT in writing with the date of
17 decertification. If a subconsultant becomes a certified DBE during the life of the Agreement,
18 the subconsultant shall notify the CONSULTANT in writing with the date of certification. An
19 changes should be reported to COUNTY's Contract Administrator within thirty (30) calendar
20 days.
21 N. After submitting an invoice for reimbursement that includes a payment to a DBE,
22 but no later than the 10th of the following month, the CONSULTANT shall complete and
23 email the Exhibit 9- F: Disadvantaged Business Enterprise Running Tally of Payments to
24 business.support.unit@dot.ca.gov with a copy to the Agency.
25 O. Any subcontract entered into as a result of this Agreement shall contain all of the
26 provisions of this Article 24.
27 25. COST PRINCIPLES
28 A. The CONSULTANT agrees that the 48 CFR Part 31 Contract Cost Principles and
46
1 Procedures shall be used to determine the allowability of cost.
2 B. The CONSULTANT also agrees to comply with federal procedures in accordance
3 with Title 49 CFR, Part 18 Uniform Administrative Requirements, Cost Principles, and Audit
4 Requirements for Federal Awards.
5 C. Any costs for which payment has been made to the CONSULTANT that are
6 determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part
7 200 are subject to repayment by the CONSULTANT to the COUNTY.
g D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an
9 Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform
10 Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
11 shall apply.
12 26. AUDIT REVIEW PROCEDURES
13 A. Any dispute concerning a question of fact arising under an interim or post audit of
14 this Agreement that is not disposed of by agreement between the parties, shall be reviewed
15 by the COUNTY's Auditor/Controller/Treasurer/Tax-Collector.
16 B. Not later than 30 days after issuance of the final audit report, the CONSULTANT
17 may request a review by the COUNTY's Auditor/Controller/Treasurer/Tax-Collector of
18 unresolved audit issues. The request for review will be submitted in writing.
19 C. Neither the pendency of a dispute nor its consideration by the COUNTY will
20 excuse the CONSULTANT from full and timely performance, in accordance with the terms
21 of this Agreement.
22 D. The CONSULTANT and subconsultants' contracts, including cost proposals and
23 indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a
24 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA)
25 ICR Audit Workpaper Review. If selected for audit or review, the contract, cost proposal
26 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48
27 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit
28 Workpaper Review it is the CONSULTANT's responsibility to ensure federal, state, or local
47
1 government officials are allowed full access to the CPA's workpapers, including making
2 such copies as the auditor deems necessary. This Agreement, the CONSULTANT'S Cost
3 Proposal (Appendix E), and ICR shall be adjusted by the CONSULTANT and approved by
4 the CONTRACT ADMINISTRATOR to conform to the audit or review recommendations.
5 The CONSULTANT agrees that individual terms of costs identified in the audit report shall
6 be incorporated into the contract by this reference if directed by the COUNTY at its sole
7 discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations,
8 or to ensure that the Federal, State, or local governments have access to CPA workpapers,
9 will be considered a breach of contract terms and cause for termination of this Agreement
10 and disallowance of prior reimbursed costs.
11 E. The CONSULTANT's Cost Proposal (Appendix E) may be subject to a CPA ICR
12 Audit Work Paper Review and/or audit by the Independent Office of Audits and
13 Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the
14 CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and
15 approved by the COUNTY'S CONTRACT ADMINISTRATOR to conform to the Work Paper
16 Review recommendations included in the management letter or audit recommendations
17 included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper
18 Review recommendations included in the management letter or audit recommendations
19 included in the audit report will be considered a breach of the Agreement terms and cause
20 for termination of the Agreement and disallowance of prior reimbursed costs.
21 1. During IOAI's review of the ICR audit work papers created by the
22 CONSULTANT's independent CPA, IOAI will work with the CPA and/or the CONSULTANT
23 toward a resolution of issues that arise during the review. Each party agrees to use its best
24 efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues
25 during the review and is unable to issue a cognizant approval letter, the COUNTY will
26 reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition
27 Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing
28 Standards); CAS (Cost Accounting Standards), if applicable; in accordance with
48
1 procedures and guidelines of the American Association of State Highways and
2 Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and
3 guidelines} is received and approved by IOAI.
4 Accepted rates will be as follows:
5 a. If the proposed rate is less than one hundred fifty percent (150%) - the
6 accepted rate reimbursed will be ninety percent (90%) of the proposed rate.
7 b. If the proposed rate is between one hundred fifty percent (150%) and
8 two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of
9 the proposed rate.
10 C. If the proposed rate is greater than two hundred percent (200%) - the
11 accepted rate will be seventy-five percent (75%) of the proposed rate.
12 2. If IOAI is unable to issue a cognizant letter per Paragraph E.1. above, IOAI
13 may require the CONSULTANT to submit a revised independent CPA-audited ICR and
14 audit report within three (3) months of the effective date of the management letter. IOAI will
15 then have up to six (6) months to review the CONSULTANT's and/or the independent
16 CPA's revisions.
17 3. If the CONSULTANT fails to comply with the provisions of this Section E, or if
18 IOAI is still unable to issue a cognizant approval letter after the revised independent CPA
19 audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR
20 that was established upon initial rejection of the ICR and set forth in Paragraph E.1. above
21 for all rendered services. In this event, this accepted ICR will become the actual and final
22 ICR for reimbursement purposes under this Agreement.
23 4. The CONSULTANT may submit to the COUNTY final invoice only when all of
24 the following items have occurred: (1) IOAI accepts or adjusts the original or revised
25 independent CPA audited ICR; (2) all work under this Agreement has been completed to
26 the satisfaction of the COUNTY; and (3) IOAI has issued its final ICR review letter. The
27 CONSULTANT must submit its final invoice to the COUNTY no later than sixty (60)
28 calendar days after occurrence of the last of these items. The accepted ICR will apply to
49
1 this Agreement and all other agreements executed between the COUNTY and the
2 CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.
3 27. EQUIPMENT PURCHASE
4 A. Prior authorization, in writing, by the CONTRACT ADMINISTRATOR shall be
5 required before the CONSULTANT enters into any unbudgeted purchase order, or
6 subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or
7 CONSULTANT services. The CONSULTANT shall provide an evaluation of the necessity
8 or desirability of incurring such costs.
9 B. Prior authorization by the CONTRACT ADMINISTRATOR shall be required for
10 purchase of any item, service or consulting work in excess of$5,000 that is not covered in
11 the CONSULTANT'S Cost Proposal; and the CONSULTANT'S request must be
12 accompanied by at least three competitive quotations, unless the absence of proposal is
13 adequately justified, to the satisfaction of the CONTRACT ADMINISTRATOR in his/her
14 discretion, by written explanation provided by the CONSULTANT with its submittal.
15 C. Any authorized purchase of equipment as a result of this Agreement is subject to
16 the following: "The CONSULTANT shall maintain an inventory of all nonexpendable
17 property. Nonexpendable property is defined as having a useful life of at least two years
18 and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement
19 and is sold or traded in, the COUNTY shall receive a proper refund or credit at the
20 conclusion of the contract, or if the contract is terminated, the CONSULTANT may either
21 keep the equipment and credit the COUNTY in an amount equal to its fair market value, or
22 sell such equipment at the best price obtainable at a public or private sale, in accordance
23 with established COUNTY procedures; and credit the COUNTY in an amount equal to the
24 sales price. If the CONSULTANT elects to keep the equipment, fair market value shall be
25 determined at the CONSULTANT'S expense, on the basis of a competent independent
26 appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually
27 agreeable to by the COUNTY and the CONSULTANT, if it is determined to sell the
28 equipment, the terms and conditions of such sale must be approved in advance by the
50
1 COUNTY." Title 49 CFR, Part 200 requires a credit to Federal funds when participating
2 equipment with a fair market value greater than $5,000.00 is credited to the PROJECT.
3 28. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
4 The CONSULTANT warrants that this Agreement was not obtained or secured
5 through rebates, kickbacks or other unlawful consideration, either promised or paid to any
6 COUNTY employee. For breach or violation of this warranty, the COUNTY shall have the
7 right, in its discretion, to terminate this Agreement without liability; or to pay only for the
8 value of the work actually performed; or to deduct from this Agreement price or otherwise
9 recover the full amount of such rebate, kickback or other unlawful consideration.
10 29. PROHIBITION OF EXPENDING COUNTY STATE OR FEDERAL FUNDS
11 FOR LOBBYING
12 A. The CONSULTANT certifies (Appendix L) to the best of his or her knowledge and
13 belief that:
14 1. No state, federal or COUNTY appropriated funds have been paid, or will be
15 paid by or on behalf of the CONSULTANT to any person for influencing or attempting to
16 influence an officer or employee of any state or federal agency; a Member of the State
17 Legislature or United States Congress; an officer or employee of the Legislature or
18 Congress; or any employee of a Member of the Legislature or Congress, in connection with
19 any of the following:
20 a. the awarding of any state or federal contract;
21 b. the making of any state or federal grant;
22 c. the making of any state or federal loan;
23 d. the entering into of any cooperative agreement, or
24 e. the extension, continuation, renewal, amendment, or modification of
25 any state or federal contract, grant, loan, or cooperative agreement.
26 2. If any funds other than federally appropriated funds have been paid, or will be
27 paid to any person for influencing or attempting to influence an officer or employee of any
28 federal agency; a Member of Congress; an officer or employee of Congress, or an
51
1 employee of a Member of Congress; in connection with this federal contract, grant, loan, or
2 cooperative agreement, then the CONSULTANT shall complete and submit Standard
3 Form-LLL, "Disclosure Form to Report Lobbying" (Appendix L), in accordance with its
4 instructions.
5 B. The certification required by the provisions of this Article is a material
6 representation of fact upon which reliance was placed when this transaction was made or
7 entered into. Submission of this certification is a prerequisite for making or entering into this
8 transaction imposed by Title 31, U.S. Code Section 1352. Any person who fails to file the
9 required certification shall be subject to a civil penalty of not less than $10,000 and not
10 more than $100,000 for each such failure.
11 C. The CONSULTANT also agrees by signing this document that he or she shall
12 require that the language of this certification be included in all lower-tier subcontracts,
13 which exceed $100,000, and that all such sub-recipients shall certify and disclose
14 accordingly.
15 30. NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE
16 A. The CONSULTANT'S signature affixed herein, and dated, shall constitute a
17 certification under penalty of perjury under the laws of the State of California that the
18 CONSULTANT has, unless exempt, complied with, the nondiscrimination program
19 requirements of Government Code §12990 and 2 CCR § 8103.
20 B. During the performance of this Agreement, the CONSULTANT and its
21 subconsultants shall not deny this Agreement's benefits to any person on the basis of race,
22 religious creed, color, national origin, ancestry, physical disability, mental disability, medical
23 condition, genetic information, marital status, sex, gender, gender identity, gender
24 expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully
25 discriminate, harass, or allow harassment against any employee or applicant for
26 employment because of race, religious creed, color, national origin, ancestry, physical
27 disability, mental disability, medical condition, genetic information, marital status, sex,
28 gender, gender identity, gender expression, age, sexual orientation, or military and veteran
52
1 status. The CONSULTANT and subconsultants shall ensure that the evaluation and
2 treatment of their employees and applicants for employment are free from such
3 discrimination and harassment.
4 C. The CONSULTANT and subconsultants shall comply with the provisions of the
5 Fair Employment and Housing Act (Gov. Code §12990 et seq.) and the applicable
6 regulations promulgated thereunder (2 CCR §11000 et seq.), the provisions of Government
7 Code §§11135 et seq., and the regulations or standards adopted by the COUNTY to
8 implement such provisions. The applicable regulations of the Fair Employment and
9 Housing Commission implementing Government Code Section 12990 (a-f), set forth in
10 Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated
11 into this Agreement by reference and made a part hereof as if set forth in full.
12 D. CONSULTANT shall permit access by representatives of the Department of Fair
13 Employment and Housing and the COUNTY upon reasonable notice at any time during the
14 normal business hours, but in no case less than twenty-four (24) hours' notice, to such of
15 its books, records, accounts, and all other sources of information and its facilities as said
16 Department or the COUNTY shall require in order to ascertain compliance with the
17 requirements of this Article 30.
18 E. The CONSULTANT and subconsultants shall give written notice of their
19 obligations under this Article 30 to labor organizations with which they have a collective
20 bargaining or other agreement.
21 F. The CONSULTANT and subconsultants shall include the nondiscrimination and
22 compliance provisions of this Article 30 in all subcontracts to perform work under this
23 Agreement.
24 G. The CONSULTANT, with regard to the work performed under this Agreement,
25 shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et
26 seq.). Title VI provides that the recipients of federal assistance will implement and maintain
27 a policy of nondiscrimination in which no person in the United States shall, on the basis of
28 race, color, national origin, religion, sex, age, disability, be excluded from participation in,
53
1 denied the benefits of or subject to discrimination under any program or activity by the
2 recipients of federal assistance or their assignees and successors in interest.
3 H. The CONSULTANT shall comply with regulations relative to non-discrimination in
4 federally assisted programs of the U.S. Department of Transportation (49 CFR Part 21 -
5 Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall
6 not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5,
7 including employment practices and the selection and retention of Subconsultants.
8 I. The CONSULTANT, subrecipient or subconsultant will never exclude any person
9 from participation in, deny any person the benefits of, or otherwise discriminate against
10 anyone in connection with the award and performance of any contract covered by 49 CFR
11 26 on the basis of race, color, sex, or national origin. In administering the COUNTY
12 components of the DBE Program Plan, the CONSULTANT, subrecipient or subconsultant
13 will not, directly, or through contractual or other arrangements, use criteria or methods of
14 administration that have the effect of defeating or substantially impairing accomplishment of
15 the objectives of the DBE Program Plan with respect to individuals of a particular race,
16 color, sex, or national origin.
17 31. DEBARMENT AND SUSPENSION CERTIFICATION
18 A. The CONSULTANT'S signature affixed herein, shall constitute a certification
19 under penalty of perjury under the laws of the State of California, that the CONSULTANT
20 has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and
21 Suspension Certificate, which certifies that the CONSULTANT or any person associated
22 therewith in the capacity of owner, partner, director, officer, or manager:
23 1. Is not currently under suspension, debarment, voluntary exclusion, or
24 determination of ineligibility by any federal agency;
25 2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible
26 by any federal agency within the past three (3) years;
27 3. Does not have a proposed debarment pending; and
28 4. Has not been indicted, convicted, or had a civil judgment rendered against it by a
54
1 court of competent jurisdiction in any matter involving fraud or official misconduct
2 within the past three (3) years.
3 B. Any exceptions to this certification must be disclosed to the COUNTY on
4 Appendix M. Exceptions will not necessarily result in denial of recommendation for award
5 but will be considered in determining CONSULTANT responsibility. Disclosures must
6 indicate to whom exceptions apply, initiating agency, and dates of action.
7 C. Exceptions to the Federal Government Excluded Parties Listing System
8 maintained by the General Services Administration are to be determined by the Federal
9 Highway Administration.
10 32. FUNDING REQUIREMENTS
11 A. It is mutually understood between the parties that this Agreement may have been
12 written before ascertaining the availability of funds or appropriation of funds, for the mutual
13 benefit of both parties, in order to avoid program and fiscal delays that would occur if this
14 Agreement were executed after that determination was made.
15 B. This Agreement is subject to any additional restrictions, limitations, conditions, or
16 any legislation enacted by the Congress, State Legislature or the COUNTY'S Board of
17 Supervisors that may affect the provisions, terms, or funding of this Agreement in any
18 manner.
19 C. It is mutually agreed that if sufficient funds are not appropriated, this Agreement
20 may be amended to reflect any reduction in funds.
21 D. The COUNTY has the option to void this Agreement under the 30-day
22 cancellation clause, or to amend this Agreement by mutually acceptable modification of its
23 provisions to reflect any reduction of funds.
24 33. CONTINGENT FEES
25 The CONSULTANT warrants, by execution of this Agreement that no person or
26 selling agency has been employed, or retained, to solicit or secure this Agreement upon an
27 agreement or understanding, for a commission, percentage, brokerage, or contingent fee,
28 excepting bona fide employees, or bona fide established commercial or selling agencies
55
1 maintained by the CONSULTANT for the purpose of securing business. For breach or
2 violation of this warranty, the COUNTY has the right to: annul this Agreement without
3 liability, and to pay only for the value of the work actually performed; or in its discretion to
4 deduct from the Agreement price or consideration, or otherwise recover, the full amount of
5 such commission, percentage, brokerage, or contingent fee.
6 34. INSPECTION OF WORK
7 The CONSULTANT and any subcontractor shall permit the COUNTY, the state, and
8 the FHWA to review and inspect the PROJECT activities and files at all reasonable times
9 during the performance period of this Agreement including review and inspection on a daily
10 basis.
11 35. SAFETY
12 A. The CONSULTANT shall comply with OSHA regulations applicable to
13 CONSULTANT regarding necessary safety equipment or procedures. The CONSULTANT
14 shall comply with safety instructions issued by the COUNTY Safety Officer and other
15 COUNTY representatives. The CONSULTANT'S personnel shall wear hard hats and safety
16 vests at all times while working on the construction project site.
17 B. Pursuant to the authority contained in Vehicle Code §591, the COUNTY has
18 determined that such areas are within the limits of the project and are open to public traffic.
19 The CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12,
20 13, 14, and 15 of the Vehicle Code. The CONSULTANT shall take all reasonably
21 necessary precautions for safe operation of its vehicles and the protection of the traveling
22 public from injury and damage from such vehicles.
23 C. The CONSULTANT must have a Division of Occupational Safety and Health
24 (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of
25 any practices, work, method, operation, or process related to the construction or excavation
26 of trenches which are five (5) feet or deeper.
27 36. CLAIMS FILED BY THE COUNTY'S CONSTRUCTION CONTRACTOR
28 A. If claims are filed by the COUNTY's construction contractor relating to work
56
1 performed by the CONSULTANT'S personnel, and additional information or assistance
2 from the CONSULTANT'S personnel is required in order to evaluate or defend against such
3 claims, then the CONSULTANT hereby agrees in such event to make its personnel
4 available for consultation with the COUNTY's construction contract administration and legal
5 staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.
6 B. The CONSULTANT's personnel that the COUNTY considers essential to assist
7 in defending against construction contractor claims will be made available on reasonable
8 notice from the COUNTY. Consultation or testimony will be reimbursed at the same rates,
9 including travel costs that are being paid for the CONSULTANT's personnel services under
10 this Agreement.
11 C. Services of the CONSULTANT's personnel in connection with the COUNTY's
12 construction contractor claims will be performed pursuant to a written contract amendment,
13 if necessary, extending the termination date of this Agreement in order to resolve the
14 construction claims.
15 37. CONFIDENTIALITY OF DATA
16 A. All financial, statistical, personal, technical, or other data and information relative
17 to the COUNTY'S operations, which are designated confidential by the COUNTY and made
18 available to the CONSULTANT in order to carry out this Agreement, shall be protected by
19 the CONSULTANT from unauthorized use and disclosure.
20 B. Permission to disclose information on one occasion, or public hearing held by the
21 COUNTY relating to the contract, shall not authorize the CONSULTANT to further disclose
22 such information, or disseminate the same on any other occasion.
23 C. The CONSULTANT shall not comment publicly to the press or any other media
24 regarding this Agreement or the COUNTY's actions on the same, except to the COUNTY's
25 staff, the CONSULTANT'S own personnel involved in the performance of this Agreement,
26 at public hearings or in response to questions from a Legislative committee.
27 D. The CONSULTANT shall not issue any news release or public relations item of
28 any nature, whatsoever, regarding work performed or to be performed under this
57
1 Agreement without prior review of the contents thereof by the COUNTY, and receipt of the
2 COUNTY'S written permission.
3 E. All information related to the construction estimate is confidential and shall not be
4 disclosed by the CONSULTANT to any entity other than the COUNTY, Caltrans, and/or
5 FHWA. All of the materials prepared or assembled by the CONSULTANT pursuant to
6 performance of this Contract are confidential and the CONSULTANT agrees that they shall
7 not be made available to any individual or organization without the prior written approval of
8 the COUNTY or except by court order. If the CONSULTANT or any of its officers,
9 employees, or subcontractors does voluntarily provide information in violation of this
10 Contract, the COUNTY has the right to reimbursement and indemnity from the
11 CONSULTANT for any damages caused by the CONSULTANT'S releasing the information,
12 including, but not limited to, the COUNTY's attorney's fees and disbursements, including
13 without limitation experts' fees and disbursements.
14 38. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
15 In accordance with Public Contract Code Section 10296, the CONSULTANT hereby
16 states under penalty of perjury that no more than one final unappealable finding of
17 contempt of court by a federal court has been issued against the CONSULTANT within the
18 immediately preceding two-year period, because of the CONSULTANT'S failure to comply
19 with an order of a federal court that orders the CONSULTANT to comply with an order of
20 the National Labor Relations Board.
21 39. EVALUATION OF THE CONSULTANT
22 The CONSULTANT'S performance will be evaluated by the COUNTY. A copy of the
23 evaluation will be sent to the CONSULTANT for comments. The evaluation together with
24 the comments shall be retained as part of the contract record.
25 40. ENTIRE AGREEMENT
26 This Agreement constitutes the entire agreement between the CONSULTANT and
27 COUNTY with respect to the subject matter hereof and supersedes all previous
28 negotiations, proposals, commitments, writings, advertisements, publications, and
58
1 understandings of any nature whatsoever unless expressly included in this Agreement. In
2 the event of any inconsistency in interpreting the documents which constitute this
3 Agreement, the inconsistency shall be resolved by giving precedence in the following order
4 of priority: (1) the text of this Agreement (2) the COUNTY'S Request for Qualification "On-
5 Call A&E, Staff Augmentation and Related Services"; and (3) the CONSULTANT's
6 Statement of Qualification made in response to COUNTY'S Request for Qualification. In
7 consideration of promises, covenants and conditions contained in this Agreement, the
8 CONSULTANT and the COUNTY, and each of them, do hereby agree to diligently perform
9 in accordance with the terms and conditions of this Agreement, as evidenced by the
10 signatures below.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
59
1 41. SIGNATURES
2 IN WITNESS WHEREOF, the parties have executed this Agreement on the date
3 set forth above.
4
5 CONTRACTOR COUNTY OF FRESNO
S eve White
Digitally signed by
7 (Authorized Signature) Steven White, Director
D John Borrell, President Planning
Print Name &Title
10 Borrelli and Associates, Inc.
2032 N.
11resno, Gateway
27
APPROVED AS TO LEGAL FORM
12
13
14
15 /
16 APPROVED AS TO ACCOUNTING
FORM
17 Oscar J. Garcia, CPA,
18 Tax Collector
19
20
By:21
FOR ACCOUNTING USE ONLY:
22
23 Fund: OOO1 /0O1O/U4OU/O7OO/O7O1 /Q71O/O720/O8U1
24
Subclass: 1OOOO/ 11O08/15ODO/ 1G0O1 / 18SU0/ 1OO52/10U53/ 100G1 /180G3/ 1DOG5/
10067
25
OrQ:4360/4365/45104511 /45104512/45104513/45104514/7205/7910/8852/
26 8853/8881 /8883/8865/8887/9015/9020/9026/9028/9140
27 AccoUnt: 7295
28
60
Appendix A — List of All Consultants and Project Managers
A&M Consulting Engineers Bedrock Engineering, Inc.
220 North Locust Street, Visalia, CA PO Box 25783, Fresno, CA 93729
93291
Project Manager: Michael Hartley
Project Manager: Orfil Muniz
(559) 645-4849 x303
(559) 429-4747 mike@bedrockeng.com
orfil@am-engr.com
Blair, Church & Flynn Consulting
Applied EarthWorks Engineers
1391 Shaw Ave., Suite C Suite 201, 451 Clovis Ave. Suite 200, Clovis, CA
Fresno, CA 93711 93611
Project Manager: Erin Enright Project Manager: Jeffrey Brians
(805) 594-1590 x316 (559) 326-1400
eenright@appliedearthworks.com jbrians@bcf-engr.com
Area West Environmental, Inc. Blue Ridge Services Montana, Inc.
6248 Main Avenue, Suite C, 601 Kelly Ridge Road, Victor, MT 59875
Orangevale, CA 95662
Project Manager: Jason Todaro
Project Manager: Becky Rozumowicz-
Kodsuntie 6685 Morro Road, Atascadero, CA
93422
(916) 987-3362 (805) 461-6850
becky@areawest.net jason@blueridgeservices.com
Avila & Associates Borrelli And Associates, Inc
1300 Galaxy Way, Suite 12, Concord, 2032 N. Gateway Blvd., Fresno, CA
CA 94520 93727
Project Manager: Catherine Avila Project Manager: John Borrelli
(925) 672-0549 (559) 285-6086
cavila@avilaassociates.com johnb@borrelliengineering.com
1 of 7
BSK Associates Dewberry Engineers, Inc.
550 W Locust Avenue, Fresno, CA 575 East Locust Avenue, Suite 204,
93650 Fresno, CA 93720
Project Manager: Michael Collins Project Manager: Mike Pugh
(559) 497-2880 x182 (916) 420-1985
mcollins@bskassociates.com mpugh@dewberry.com
Civil & Environmental Consultants, Electrical Power Systems, Inc
Inc. 2187 Herndon Avenue, #102, Clovis,
333 Baldwin Road, Pittsburgh, PA CA 93611
15205
Project Manager: Joseph P. Prevendar
Project Manager: Darrell Thompson
(559) 221-7230
2356 Mountain View Ave, Sacramento, joe@epsfresno.com
CA 95670
(760) 977-8106
dthompson@cecinc.com Geo-Logic Associates
2777 East Guasti Rd. Suite 1, Ontario,
Cogstone Resource Management, CA 91761
Inc. (DBA: Cogstone) Project Manager: Jake Russell
1518 W. Taft Ave., Orange, CA 92865 143E Spring Hill Drive, Grass Valley, CA
Project Manager: Molly Valasik 95945
(530) 272-2448
(714) 974-8300 jrussell@geo-logic.com
mvalasik@cogstone.com
Ghirardelli Associates, Inc.
Cornerstone Structural Engineering
Group, Inc. 2990 Lava Ridge Ct. Suite 120,
Roseville, CA 95661
986 W Alluvial Ave Ste. 201, Fresno, CA
93711 Project Manager: Hugo Mejia
Project Manager: Mark Weaver (559) 250-9682
hmejia@ghirardelliassoc.com
(559) 320-3200
mweaver@cseg.com
2of7
Golder Associates USA Inc. / WSP Kleinfelder, Inc.
USA Inc.
3731 W. Ashcroft Avenue, Fresno, CA
1000 Enterprise Way, Suite 190, 93722
Roseville, CA, 95678
Project Manager: Stephen Plauson
Project Manager: Jeff Dobrowolski
(559) 577-1449
(949) 396-5737 splauson@kleinfelder.com
jdobrowolski@golder.com
Krazan & Associates, Inc.
Huber & Huber ARCHITECTS 215 W Dakota Ave, Clovis, CA 93612
10796 N. Tea Party Lane, Fresno, CA
93730-5920 Project Manager: David R. Jarosz
Project Manager: Ann Huber (559) 348-2200
DaveJ@krazan.com
(559) 470-7721
ann@hharchitects.net Lawrence Engineering Group
JLB Traffic Engineering, Inc. 7084 North Maple Avenue, Suite 101,
Fresno, CA 93720
516 W Shaw Ave, Ste. 103, Fresno, CA
93704 Project Manager: Ryan Carlson
Project Manager: Jose Luis Benavides (559) 431-0101 x103
ryan@legfresno.com
(559) 570-8991
jenavides@jlbtraffic.com Live Oak Associates, Inc.
Kitchell 39930 Sierra Way, Suite B, Oakhurst,
CA 93644
2344 Tulare Street, Suite 102 Fresno, Project Manager: Austin Pearson
CA 93721
Project Manager: Rick Barton (559) 760-3065
apearson@loainc.com
(559) 936-2360
rbarton@kitchell.com
3 of 7
LSA Associates, Inc. (doing business Montrose Environmental Solutions,
as LSA) Inc.
2565 Alluvial Avenue, Suite 172, Clovis, 1801 7th Street Suite 100, Sacramento,
CA 93611 CA 95811
Project Manager: Amanda Durgen Project Manager: Kt Alonzo
1504 Eureka Road, Suite 310, (916) 447-3479 x15817
Roseville, CA 95661 kalonzo@montrose-env.com
(916) 905-3937
Amanda.Durgen@lsa.net
NV5, Inc.
Mark Thomas 2109 West Bullard Avenue, Suite 145,
Fresno, CA 93711
7571 North Remington Avenue, Suite
102, Fresno, CA 93711 Project Manager: Kevin Reisz
Project Manager: Ed Noriega (559) 417-1008
kevin.reisz@nv5.com
(559) 374-3111
enoriega@markthomas.com
OCMI, Inc.
Michael Baker International 1300 Clay Street, Suite 900 Oakland,
CA 94612
500 Ygnacio Valley Road, Suite 300,
Walnut Creek, CA 94596 Project Manager: Conor Clarke
Project Manager: Nabaz Saieed (925) 426-1578
conor.clarke@ocmi.com
(510) 879-0977
nabaz.saieed@mbakerintl.com
O'Dell Engineering
MKN & Associates 7045 N Chestnut Avenue, Suite 103,
Fresno, CA 93720
8405 N. Fresno Street, Suite 120,
Fresno, CA 93720 Project Manager: Dylan Crawford
Project Manager: Henry Liang (209) 497-4065
dcrawford@odellengineering.com
(559) 500-4750 x1102
hliang@mknassociates.us
4of7
PARIKH Consultants, Inc. Robina Wright Architect and
1497 N Milpitas Boulevard, Milpitas, CA
Associates Inc.
95035 4025 N Fresno Ste, 107, Fresno, CA
Project Manager: David Wang
93726
(408) 690-8839 Project Manager: Robina Wright
DWang@parikhnet.com (559) 307-7232
robina@robinawrightarchitect.com
Peters Engineering Group
862 Pollasky Ave, Clovis, CA 93612 Stantec Consulting Services, Inc.
6780 North West Ave., Suite 103,
Project Manager: David Peters Fresno, CA 93711
(559) 299-1544 x111 Project Manager: Ralph Carson
dpeters@peters-engineering.com
(559) 904-1344
Provost & Pritchard Consulting ralph.carson@stantec.com
Group
455 W Fir Avenue, Clovis, CA 93711 Stearns, Conrad and Schmidt,Consulting Engineers, Inc.
Project Manager: Matthew W. Kemp
3900 Kilroy Airport Way, Suite 100,
(559) 449-2700 Long Beach, CA 90806
mkemp@ppeng.com
Project Manager: Pat Sullivan
Quad Knopf. Inc. (dba QK) 3117 Fite Circle, Suite 108,
Sacramento, CA 95827
601 Pollasky Avenue, Suite 301, Clovis, (916) 503-2956
CA 93612 psullivan@scsengineers.com
Project Manager: Ernie Escobedo
SWCA, Incorporated dba SWCA
(559) 449-2400 Environmental Consultants
Ernie.Esobedo@gkinc.com
1422 Monterey Street, Suite C200, San
Quincy Engineering Luis Obispo, CA 93401
11017 Cobblerock Dr., Suite 100 Project Manager: Bill Henry
1422 Monterey Street, Suite B-C200,
Project Manager: Mark Reno San Luis Obispo, CA 93401
(916) 368-9181 (805) 903-1193
markr@quincyeng.com bhenry@swca.com
5 of 7
SWT Engineering, Inc TRC Engineers, Inc.
800 S Rochester Ave., STE C, Ontario, 575 E. Locust Avenue, Suite 105,
CA 91761 Fresno, CA 93720
Project Manager: Michael A, Cullinane Project Manager: Robin Yates
(909) 390-1328 (559) 304-1240
mac@swteng.com RYates@trccompanies.com
T2 UES, Inc. d/b/a T2 Utility Triple HS, INc. dba H. T. Harvey &
Engineers Associates
5622 Research Drive, Huntington 8080 N. Palm Avenue, Suite 205,
Beach, CA 92649 Fresno, CA 93711
Project Manager: Glen Robison Project Manager: Amy Sparks
(714) 487-5783 (510) 225-5109
glen.robison@t2ue.com asparks@harveyecology.com
Temple Andersen Moore Architects Vanir Construction Management, Inc.
6781 N. Palm Avenue, Suite 120, 2444 Main Street, Suite 130, Fresno,
Fresno, CA 93704 CA 93721
Project Manager: Jared Ramirez Project Manager: Scott Murphy
(559) 435-4750 (559) 801-1569
jramirez@tamarchitects.com scott.murphy@vanir.com
Tetra Tech BAS, Inc. Willbanks Environmental Consulting,
21700 Copley Drive, Suite 200,
Inc
Diamond Bar, CA 91765 8413 N Millbrook Ave Suite 110, Fresno,
Project Manager: Caleb Moore CA 93720
(909) 655-3256 Project Manager: Noelle Willbanks
caleb.moore@tetratech.com (559) 797-4181
Noelle@wecenvironmental.com
6of7
Wood Wiley and Jebian
4685 N Cedar Ave. Suite B, Fresno, CA
93726
Project Manager: Anthony Jebian
(559) 225-3633
tjebian@wwjeng.com
7 of 7
Consultant's Scope of Services — Appendix B
Consultant Eligible Services Form
Consultant Firm: Borrelli and Associates
CONSULTANT is approved for these services:
Staff Federally
Discipline On-Call Funded
Augmentation projects
Archaeology /Architectural History /
Paleontology
Architectural Drafting and Design
Assessment Engineering
Biology
Building Commissioning (LEED)
Building Plan Checking
Certified Access Specialist (CASP)
Certification
Civil Engineering
Construction Management
Cost Estimating
Electrical Engineering X X
Encroachment Permit Inspections
Environmental Planning Services
Geotechnical Engineering
Grant Writing
Hydraulic Engineering
Industrial Hygiene, Hazardous Material,
Lead and Asbestos Compliance
Land Use / Planning
Landscaping Architecture
Materials Testing
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
Staff Federally
Discipline On-Call Funded
Augmentation projects
Pavement Management
Permit Technicians
Plumbing and Mechanical Engineering
Solid Waste Engineering
Structural Engineering
Surveying
Traffic and Transportation Engineering
Utility Locating
Water Resource Operators
Water Resources Engineering
CONSULTANT is responsible for all services listed within this scope document for the
discipline(s), funding sources and category of service (on-call and/or on-call staff
augmentation) which they have been indicated above as well as services listed across
discipline.
2of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
Table of Contents
Consultant's Scope of Services —Appendix B ................................................................ 1
Consultant Eligible Services Form .............................................................................. 1
Tableof Contents............................................................................................................ 3
Descriptions of Work by Discipline ..................................................................................4
Electrical Engineering..................................................................................................4
On-Call Services ............................................................................................................. 5
TechnicalReports........................................................................................................ 5
Preparation of Various Reports and Studies................................................................ 5
PreliminaryEngineering............................................................................................... 6
Prepare Design Plans, Technical Specifications and Construction Estimate............... 6
ConstructionObservation ............................................................................................ 8
3of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
Descriptions of Work by Discipline
Electrical Engineering
1. Electrical Design, Construction Documents, technical specs, and Title 24
calculations. Electrical engineering consultant also will be expected to review and
respond to electrical related RFls and submittals during Bidding and Construction.
2. Preliminary evaluation of electrical system and recommendations of existing
facilities.
3. Provide design of control systems for various water and wastewater treatment
facilities.
4. Provide telemetry and facility communication studies.
5. Provide design of telemetry and facility communication systems using various forms
of transmission.
6. Provide design and integration of Supervisory Control and Data Acquisition systems
and facility operating software.
7. Provide assistance in interface setup for operating staff interaction and control.
8. Provide design of electrical supply for various water and wastewater treatment
facilities.
9. Provide design of water and wastewater treatment facility electrical systems.
10.Prepare PG&E Rule 15/16 Applications.
11.Provide assistance in preparation of Rule 16 applications.
4of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
On-Call Services
Technical Reports
Applies to all disciplines
Description of Work
Prepare a detailed preliminary engineering report for the project in Department format.
The report shall contain all necessary information in sufficient detail to propose the
project design.
Requirements of Specified Services
1. Ascertain the requirements for Technical Reports through meetings with the
PROJECT ADMINISTRATOR and a review of existing information on the PROJECT(S).
2. The CONSULTANT shall prepare and submit technical reports to the PROJECT
ADMINISTRATOR for each assigned PROJECT. Technical reports shall be prepared in
accordance with the appropriate format required by local, state and federal laws,
regulations and guidelines.
3. When requested by the PROJECT ADMINISTRATOR, the CONSULTANT shall
attend meetings with the COUNTY, federal, state and/or local representatives to discuss
and review the technical report. The CONSULTANT shall prepare brief minutes of
meetings attended and promptly submit the minutes to the PROJECT
ADMINISTRATOR within seven (7) days.
4. The CONSULTANT shall submit each technical report to the PROJECT
ADMINISTRATOR for transmittal to other appropriate agencies for their review and
approval. The CONSULTANT shall revise and resubmit each technical report as
necessary until approved by all appropriate agencies.
5. The CONSULTANT shall prepare and submit technical studies and estimates in the
formats, quantities, and delivery methods delineated in Appendix C. The CONSULTANT
shall verify compatible format and quantity prior to final delivery.
Preparation of Various Reports and Studies
Applies to all disciplines
Description of Work
1. Analyze project budget;
5of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
2. Review existing engineering reports from the Department as available;
3. Prepare a detailed project cost estimate, which shall identify the
components and requirements of the project; and
4. Prepare a detailed report or study in Department format.
Preliminary Engineering
Applies to the following disciplines:
Architectural Design and Drafting Civil Engineering
Electrical Engineering Landscape Architecture
Plumbing and Mechanical Engineering Solid Waste Landfill
Structural Engineering Traffic Engineering
Water Resources
Description of Work
1. Prepare a detailed preliminary engineering report for the project in Department
format. The report shall contain all necessary information in sufficient detail to propose
the project design; and
2. Prepare site plans and grading plans identifying basis of bearing, location
of benchmark used and source of elevation (vertical) datum.
Prepare Design Plans, Technical Specifications and Construction Estimate
Applies to the following disciplines:
Architectural Design and Drafting Civil Engineering
Electrical Engineering Landscape Architecture
Plumbing and Mechanical Engineering Solid Waste Landfill
Structural Engineering Traffic Engineering
Water Resources
General Description of Work
1. Complete fully the project designs to include comprehensive construction
plans, earthwork volumes, required permits, technical specifications, cross-sections and
final opinion of probable construction cost (Engineer's Estimate) for construction.
2. Apply urban design principals that meet the needs of the individual
communities.
6of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
3. Submit the recommended construction period for bidding purposes to the
County for approval and identify materials and equipment requiring long delivery times
that will control the length of the construction Agreement.
4. Prepare addenda as necessary for bid documents.
Requirements of Specified Services When Requested
The CONSULTANT shall:
1. Ascertain the requirements for the assigned PROJECT(S) through meetings with
the PROJECT ADMINISTRATOR and a review of an existing schematic layout of the
PROJECT(S).
2. Ascertain any requirements, unforeseen criteria, or issues for the PROJECT(S)
that may be unknown to the PROJECT ADMINISTRATOR and communicate these
requirements, criteria, or issues to the PROJECT ADMINISTRATOR.
3. Design the PROJECT(S) to conform to requirements of the reviewing agencies
having jurisdiction over the PROJECT(S).
4. Design PROJECT(S) to include mitigation measures as required or specified in the
environmental documents.
5. Monitor and keep the PROJECT ADMINISTRATOR informed regarding the impact
of design issues on the PROJECT budget. Upon the written request, the CONSULTANT
shall incorporate into the design, such reasonable design and operational changes as
the PROJECT ADMINISTRATOR deems appropriate as a result of the COUNTY'S
review processes and impact on each PROJECT budget or estimate.
6. Assist the COUNTY in determining all permits that may be required for the
PROJECT and prepare all necessary permits for the COUNTY'S submittal to outside
agencies.
7. Work with the PROJECT ADMINISTRATOR to ensure that the plans, specifications
and estimate meet all requirements to be advertised for construction bids.
8. If required by approval agencies or PROJECT ADMINISTRATOR, submit to the
COUNTY in the appropriate agency forms, the PROJECT background information and
recommended testing and inspection list for materials to be used, identifying type,
quantity, frequency, and schedule, for each PROJECT. Submit required numbers of
sets of plans, specifications, and other documents required by approval agencies to the
PROJECT ADMINISTRATOR.
9. Submit to the PROJECT ADMINISTRATOR plans, specifications and estimates for
review in the formats, quantities, and delivery methods delineated in Appendix C. Prior
to submission of plans, the CONSULTANT shall request from the PROJECT
ADMINISTRATOR examples of acceptable drafting format and reproducible standards.
7of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
Verification of compatible format will be required prior to final file delivery. The
PROJECT ADMINISTRATOR, at his/her discretion, may reject a submittal that is
determined insufficient.
10. The original drawings and specifications index sheet shall be stamped by a seal
with the CONSULTANT'S and subconsultant's license numbers and/or signed in
accordance with the California Business and Professions Code.
Construction Observation
Applies to the following disciplines:
Architectural Design and Drafting Building Commissioning
Certified Access Specialist (CASP) Civil Engineering
Certification
Construction Management Construction Quality Assurance
Cost Estimating Electrical Engineering
Geotechnical Engineering Hydraulics
Industrial Hygiene Land Use / Planning
Landscape Architecture Plumbing and Mechanical Engineering
Solid Waste (Landfill) Structural Engineering
Traffic Engineering Water Resources
General Description of Work
1. Attend the pre-construction conference scheduled by the Department; and
2. Provide services during construction including, but not limited to:
a. Make recommendations to the Department on all claims of the
Department or construction contractor and all other matters relating to the execution
and progress of work, including interpretation of the Agreement documents
b. Review and make recommendations for samples, schedules, shop
drawings and other submissions for general conformance with the design concept of the
project and for general compliance with the plans and specifications and information
given by the consultant's contract documents
c. Respond timely to requests from the Department and contractor for
information needed from consultant in order to clarify construction plans and
specification to review the contractor's estimates for all other charges
d. Recommend and prepare necessary change orders and associated
engineer's estimate
8of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
e. Assist the Department, at the Department's express, written authorization,
with any claim resolution process involving the Department's construction contractor
and the Department, including serving as a witness in connection with any legal
proceedings or dispute resolution processes required by law
Requirements of Specified Services When Requested
The CONSULTANT shall:
1. When requested by the PROJECT ADMINISTRATOR, attend meetings
with the COUNTY, and/or any federal, state and/or local representatives. The
CONSULTANT shall prepare brief minutes of all meetings attended and promptly
submit those minutes to the PROJECT ADMINISTRATOR within seven (7) calendar
days.
2. Make recommendations to the COUNTY on all claims of the COUNTY or
the construction contractor and all other matters relating to the execution and progress
of work, including interpretation of the contract documents for the PROJECT.
3. Within seven (7) calendar days of the COUNTY'S request, review and
make recommendations for samples, schedules, shop drawings, and other submissions
for general conformance with the design concept of the PROJECT(S) and for general
compliance with the plans and specifications and information provided by the contract
documents for the PROJECT.
4. Within two (2) working days, respond to requests from the PROJECT
ADMINISTRATOR for information needed from the CONSULTANT in order to clarify
construction plans and specifications and to review the construction contractor's cost
estimates for all change orders.
5. Recommend and assist in the preparation of such change orders as
deemed necessary with supporting documentation, calculations and estimate, for review
and issuance of change orders by the COUNTY Construction Engineer to obtain
appropriate agency acceptance and approval.
6. At intervals appropriate to the stage of construction, or as otherwise
deemed necessary by the CONSULTANT, visit the site of the PROJECT(S) as
necessary to become familiar generally with the progress and quality of the work and to
determine whether the work is proceeding in general accordance with the contract
documents. The CONSULTANT shall not be required to make exhaustive or continuous
onsite inspections but shall give direction to the Construction Inspector as hereinafter
more specifically provided. The CONSULTANT shall not be responsible for the
construction contractor's failure to carry out the construction work in accordance with
the contract documents. However, the CONSULTANT shall immediately advise the
PROJECT ADMINISTRATOR of any known or observed deviation from the contract
documents.
9of10
Appendix B — Consultant's Scope of Services
On-Call Architectural and Engineering Consultant and Related Services
7. Not have control over or charge of, and shall not be responsible for
construction means, methods, techniques, sequence, or procedure, or for the safety
precautions, programs, or equipment in use in connection with the work, since these are
solely the construction contractor's responsibility under the contract for construction.
8. Submit progress reports on each specific PROJECT in accordance with
the task order. These reports shall be submitted at least once a month. The report shall
be sufficiently detailed for PROJECT ADMINISTRATOR to determine if the
CONSULTANT is performing to expectations or is on schedule, to provide
communication of interim findings, and so sufficiently address any difficulties or special
problems encountered so remedies can be developed.
9. Advise the PROJECT ADMINISTRATOR of defects and deficiencies
observed in the work of the construction contractor and may recommend that the
DIRECTOR reject work as failing to conform to the contract documents.
10. Conduct site visits and field observations to facilitate recommendations by
the CONSULTANT regarding:
a. dates of substantial completion
b. dates of final completion
c. the DIRECTOR'S acceptance of the work
d. the DIRECTOR'S filing of the Notice of Completion and Issuance of Final
Certificate for payment
e. other issues which may require site visits
11. Control of Construction Project Site
The COUNTY agrees that in accordance with generally accepted practices, the
COUNTY'S construction contractor will be required to assume sole and complete
responsibility for job site conditions during the course of construction projects; including
safety of all persons and property, and that this requirement shall be made to apply
continuously during projects and not be limited to normal working hours. The
CONSULTANT shall not have control over or charge of, and shall not be responsible
for, project means, methods, techniques, sequences or procedures, as these are solely
the responsibility of the construction contractor. The CONSULTANT shall not have the
authority to stop or reject the work of the construction contractor.
10 of 10
Appendix C awwk C-lX-1
.'NO ASSOCIATES INC
1
DESIGN TEAM
jonn rre r, FK
Flip— Principal Engineer
Licensed Electrical Engineer
Honorio Martinez, BS Eric Dillinger, BSE Angelo BorrelY, CIO _
M �
Electrical Engineer Electrical Engineer Quality Control
Nina Borrelli roopp Liliana Zaragoza
Executive Administration Accounts Manager
John Borrelli,PE-Principal Engineer
License No. E16390
Licensed Electrical Engineer Fresno, CA
Honorio Martinez,BSE
Electrical Engineer
BS Electrical Engineer Construction Admin Support and Cad System Design
Fresno State University-2014 Fresno, CA
Eric Dillinger,BSEME
Electrical Engineer
Bachelor's Degree-Engineer Tech Design
Fresno State University-2002 Fresno, CA
Angelo Borrelli
Quality Control Management
Bachelor of Science-Quality Control Management
Fresno State University-2000 Fresno, CA
Nina Borrelli
Executive Administration
Microsoft Office Specialist(MOS) Expert
Microsoft Learning Fresno, CA
Liliana Zaragoza
Accounts Manager
Associate of Science Degree-Business Administration
San Joaquin Valley College-2005 Visalia,CA
Borelli And Associates,Inc. design team has experience in teamwork,communication,responsiveness,obsession for
detail and reliable.John Borrelli,PE Senior Electrical Engineer completes tasks such as leading engineer team,discuss
requirements with customers,designing electrical systems,conducting tests,and handling maintenance.
1 1 Page
Response To:RFQ RFQ 2021-On-Cal1A&E Consultant and Related Services.by-Borrelli Associates,Inc.
Deliverables — Appendix D
Last updated: November 23, 2021
Prior to submissions, the CONSULTANT shall request from the PROJECT
ADMINISTRATOR examples of acceptable drafting format and reproducible standards.
Verification of compatible format will be required prior to final file delivery.
A. Technical Report Standard Submittal Formats:
1. Standard submittal formats:
a. Electronic copy sent via email:
i. Microsoft Word (.docx) formatted for printing on 8 '/2" by 11"
pages
ii. Microsoft Excel (.xlsx) formatted for printing on 8 '/2" by 11"
or 11" by 17" pages
iii. Adobe (.pdf) formatted for printing on 8 '/2" by 11" or 11" by
17" pages
iv. AutoCAD Civil 3D, as .DXF or .DWG files
V. Other mutually agreed upon format. Hardcopies upon
request.
2. Technical studies and estimates:
a. Electronic copy sent via email:
i. Microsoft Word (.docx)
ii. Microsoft Excel (.xlsx)
iii. Signed Final Version in Adobe (.pdf)
iv. Other mutually agreed upon format. Hardcopies upon
request.
3. Drawings:
a. Electronic copy sent via email:
i. AutoCAD Civil 3D as .DXF or .DWG files
ii. Hardcopies upon request.
B. Design Plans, Technical Specifications and Construction Estimate:
1. 30%, 60% and 90% plans, specifications and estimates for review
a. Progress prints and final originals of the plans, specifications, and
estimates.
b. Standard submittal format
c. Hardcopies on 22" X 34" pages (up to 10 copies) upon request.
2. Accepted Final original plans, specifications and estimates shall include
a. Hardcopies
i. Plan Set: One (1) original reproducible plan set on 22" by 34"
sheets of 4 mil thick double matte film.
ii. Cross Sections: One (1) reproducible copy of cross sections
on 22" by 34" sheets of 4 mil thick double matte film.
iii. Final Specifications and Engineer's Estimates: One (1)
stamped and wet signed paper copy on 8 '/2" by 11" pages.
b. Electronic copy sent via email
i. Final plans, cross sections and slope stake information,
design calculations, quantity calculations, and other design
information as applicable to the PROJECT.
ii. Final specifications and estimates
iii. Plan sheets, cross sections, earthwork calculations and
slope stake information shall be in:
• AutoCAD Civil 3D
iv. Specifications shall be in:
• Microsoft Word (.docx) formatted for printing on 8 '/2"
by 11" pages
V. Final engineer's estimates shall be in:
• Microsoft Excel (.xlsx)
C. County-provided preliminary engineering survey data on existing
structures and topographic mapping shall be in:
a. AutoCAD Civil 3D
b. Or other mutually agreed upon format
Appendix E
A N ID A S S O C 1 AT E S 1 N C
Ir Consulting Electrical Engineers& Network Designers
Office Address:2032 N.Gateway Blvd.Fresno,CA 93727 P(559)233-4138 F(559)233-4147 Website:http://www.borrelIiengineering.com
2022 HOURLY FEE SCHEDULE
Principal Electrical Engineer.................................................................................................................$185.00
Senior Electrical Engineer.....................................................................................................................$175.00
ProjectManager......................................................................................................................................$145.00
Designer...................................................................................................................................................$125.00
DraftingTechnician................................................................................................................................$ 75.00
Clerical ......................................................................................................................................................$ 80.00
SpecificationsWriter..............................................................................................................................$110.00
Construction Administration................................................................................................................$105.00
DraftingTechnician.................................................................................................................................$85.00
Intern .......................................................................................................................................................$55.00
FinancialManagement..........................................................................................................................$ 110.00
Consultants....................................................................................................................................$ 1.15 x Cost
ReimbursableExpense................................................................................................................$ 1.15 x Cost
TravelExpenses...........................................................................................................................$ .70 per Mile
Borrelli And Associates,Inc. hourly bill rates are subject to change annually.
Borrelli And Associates Fee Schedule
Appendix F RFQ - On-Call A&E Consultant Services - Attachment 1.2
California Safe Harbor Indirect Cost Rate Program
Consultant Firm Certification of Eligibility and Certification of Financial
Management System
Consultant Firm Name Borrelli And Associates, Inc.
Local Agency (if applicable) Fresno, CA
Contract Number / Federal Project Number
Contract Total $ 22,000,000.00 and aggregate
For Subconsultant Firms - estimated % of work to be performed 0
Safe Harbor Indirect Cost Rate (SHR): Home: 1207 and/or Field: 907o
Field SHR will be utilized for contracts where the work deliverables are not completed
from the consultant offices (i.e. Construction Inspection, Material Testing, Sources
Inspection, others).
Consultant Firm Certification of Eligibility
I, the undersigned, certify that I am eligible to use the Safe Harbor indirect cost rate as 1:
1 . Am not a Prime Consultant Firm on a Caltrans contract > $3.5M, or
Local Government contract > $1 M, regardless of the participation amount.
2. Have not used SHR for more than three (3) years since entering the program on a state
or federally funded contract.
AND
1 . Do not have relevant contract cost history to use as a base for developing a Federal
Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31
compliant ICR.
2. Do not have a previously accepted ICR by a cognizant agency, or with an
audited/accepted actual ICR, and do not have an existing contract with a provisional
rate.
Certification of Financial Management System
I, the undersigned, certify that our financial management system in place for this contract
and moving forward meets the standards for the Safe Harbor indirect cost rate requirements
and financial reporting, accounting records, internal and budget control as set forth in 2 CFR
200, Subpart D. These standards require consulting firms have an accounting system
SHR Form Revised 9/25/2020 1
California Safe Harbor Indirect Cost Rate Program
adequate to accumulate, and track allowable, allocable, and reasonable direct labor and
other direct costs by contract; segregate indirect costs and remove unallowable costs.
Print Name John Borrelli
Signature �&
(Electronic Signature Allo ed)
Title President
Date Completed 7/72022
Note: The certification of this Safe Harbor Rate was made by, and are the responsibility of,
the Company's management.
Definition of Terms
Direct Cost is any cost that is identified specifically with a particular cost objective. Direct
costs are not limited to items that are incorporated in the end products as material or labor.
Costs identified specifically with a contract are direct costs of that contract. All costs
identified with other final cost objectives of the contractor are direct costs of those
objectives, 48 CFR 31 .202.
Indirect or overhead cost is any cost that is not directly identified with a single final cost
objective but is identified with two or more final cost objectives or with at least one
intermediate cost objective, 48 CFR 31 . 203.
References
Title 48 Code of Federal Regulations (CFR) Part 31 -Federal cost principles.
Title 48 CFR Chapter 99, Subchapter B - Procurement Practices and Cost Accounting
Standards.
Title is 2 CFR 200 Subpart D, Standards for Financial and Program Management.
Title 23 United States Code (U.S.C.), Chapter 1 , Section 112 - Letting of Contracts.
Title 23 CFR, Chapter 1 , Part 172 - Procurement, Management, and Administration of
Engineering and Design Related Services.
American Association of State Highway and Transportation Officials (AASHTO) Uniform Audit
& Accounting Guide (2016 Edition).
SHR Form Revised 9/25/2020 2
California Safe Harbor Indirect Cost Rate Program
Caltrans Contract
If participating on a Caltrans Contract, also attach a completed copy of the following Safe
Harbor Indirect Cost Rate Questionnaire for Evaluating Consultant Firm's Financial
Management System.
SHR Form Revised 9/25/2020 3
California Safe Harbor Indirect Cost Rate Program
Questionnaire for Evaluating Consultant Firm's Financial Management
System
Consultant Firm Name Borrelli And Associates, Inc.
Firm Headquarters Address 2032 N. Gateway Blvd.
Fresno, CA 93727
Accounting Records
• Location where Accounting records are held Headquarter Office
• Name and Title John Borrelli
• Email and Phone iohnhCp?horrellienaineerina_com
• Mailing Address 9Q39 N Gntewcw Rlvci
Fresno, CA 93727
To be eligible for Safe Harbor indirect cost rate (SHR), the Consultant Firm's financial
management system must be adequate to accumulate and track direct labor and other
direct costs by contract, segregate indirect costs, and remove unallowable costs in
accordance with 48 CFR 31 for the different business segments.
Instructions
1 . Answer all questions and provide an explanation and additional supporting
documentation where requested.
2. If additional space is required, please attach a separate sheet and refer to items
being answered by number.
Has the Firm developed an indirect cost rate in the past? Yes No X
If "Yes", you are NOT ELIGIBLE to use the SHR.
DO NOT CONTINUE with this Questionnaire and please complete
the AASHTO Appendix B ICQ and provide an ICR Schedule.
Is the Firm a Prime Consultant Firm on a Caltrans contract > $3.5M Yes No y
Or Local Government contract > $1 M, regardless of the participation
Amount?
If "Yes", you are NOT ELIGIBLE to use the SHR.
DO NOT CONTINUE with this Questionnaire and please complete the
AASHTO Appendix B ICQ and provide an AUDITED ICR Report.
SHR Form Revised 9/25/2020 4
California Safe Harbor Indirect Cost Rate Program
1 . What form of business entity is the Firm?
Sole Proprietorship_ Partnership C Corporation X S Corporation
Other
2. What types of services will the Firm provide for this contract? (Select all that apply.)
Architectural and Engineering Services X Program Management
Preliminary Engineering X Design Engineering X
Surveying Feasibility Studies
Mapping or Architectural Related Services Other
3. Does the Firm have prior government contracting experience? Yes No X
4. Does the general ledger contain separate direct and indirect accounts for the following?
Labor Yes No Non-Labor Yes X No
5. Does the company have a system in place to identify and remove form the indirect cost
pools all unallowable cost? Yes X No
6. Does the firm assign a unique identification/project number in your accounting system for
each contract/project?
Yes _X No
7. Is indirect and direct labor separated by contract/project/cost objectives on employee
timesheets with unique reporting codes?
Yes x No
SHR Form Revised 9/25/2020 5
California Safe Harbor Indirect Cost Rate Program
8. Do you have written policies on the following cost categories?
Accounting Yes X No Overtime Yes X No
Billing Yes X No Direct/Indirect Expenses Yes X No
Timesheet Preparation Yes X No Prevailing Wage Yes x No
Bonus Yes X No
9. What types of employee status will the Firm provide for this contract?
Non-exempt Exempt-salaried Exempt-hourly x Contract Employee
Other
10.Does the Firm pay overtime for exempt employees?
Yes X No
11 .Besides labor, does the Firm normally bill/invoice the following as direct contract/project
costs? (Select all that apply)
Vehicle Shipping X
Computer/CADD _X Lab
Printing Travel X
Specialty Equipment Other (List below)
(List below)
12. Are mileage logs maintained for all vehicles? If no, please explain below. Yes
Explanation
Where is the vehicle stored after work? Main Office
Does employee use vehicle for personal use? Yes No X
What is the recovery/billing rate used for Firm or personal vehicle mileage
reimbursement?
$ 0.65 Cnts per mile
SHR Form Revised 9/25/2020 6
California Safe Harbor Indirect Cost Rate Program
I certify that to the best of my knowledge and belief the responses to this questionnaire
are accurate.
Print Name John Borrelli
Signature
(Electronic Signature Allowe
Title President
Date Completed 7/7/2022
Note: The certification of this Safe Harbor Rate was made by, and are the responsibility of,
the Company's management.
SHR Form Revised 9/25/2020 7
County of Fresno - On-Call A&E Consultant Services Appendix G
SELF-DEALING TRANSACTION DISCLOSURE FORM
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 in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(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 Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
County of Fresno - On-Call Engineering Consultant Services Appendix G
(1)Company Board Member Information:
Name: John Borrelli Date: 01/09/2023
Job Title: President
(2)Company/Agency Name and Address:
Borrelli And Associates, Inc.
2032 N. Gateway Blvd.
Fresno, CA 93727
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
Borrelli And Associates,lnc. is an organization with business arrangements to prohibited
business transactions between a private foundation and a disqualified person.
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
To avoid inadvertently engaging in a self-dealing transaction
Borrelli And Associates, Inc. has a structure company with President, Vice President,
Financial Officer, Manager and Supervisors key personnel that are aware of and
sensitive to self-dealing issues.
We identify and keep track of disqualified persons.
Adopt a conflict of interest policy that has procedures specific to identify and avoids
self-dealing transactions and involves annual conflicts disclosures.
We have implemented compensation policies to ensure any reimbursement to
disqualified person for foundation related expenses is pursuant to an account plan.
(5)Authorized Signature
Signature: / �92�.Q Date: 1/9/2023
Subconsultants — Appendix H
None.
County of Fresno Architucturai-and ErTgin7e-e�ng Consultant and Other Related Services - Appendix I
Resolution No. 07-525
1 BEFORE THE BOARD OF SUPERVISORS
2 OF THE COUNTY OF FRESNO
3 STATE OF CALIFORNIA
4
} No.
5 In the matter of )
}
6 Amendment of Standard Conflict of )
Interest Code for All County )
7 Departments )
s
9 Whereas, the Political Reform Act, Government Code section 81000 et seq.,
10 requires state and local government agencies to adopt and promulgate conflict of interest
11 codes; and
12 Whereas, the Fair Political Practices Commission has adopted a regulation, Title
13 2, California Code of Regulations, section 18730, which contains the terms of a standard
14 conflict of interest code, and which may be amended by the Fair Political Practices
15 Commission after public notices and hearings to conform to amendments to the Political
16 Reform Act; and
17 Whereas, any local agency may incorporate this standard conflict of interest code,
18 and thereafter need not amend its code to conform to future amendments to the Political
19 Reform Act or its regulations; and
20 Whereas, the Board of Supervisors may adopt the standard conflict of interest
21 code on behalf of all County departments.
22 Now therefore be it resolved, that the terms of Title 2, California Code of
23 Regulations, section 18730, and any amendments to it duly adopted by the Fair Political
24 Practices Commission, are hereby incorporated by reference and, along with the Exhibits A
25 and B approved previously, today, or in the future, by this Board for each County
26 department, in which officers and employees are designated and disclosure categories are
27 set forth, constitute the conflict of interest codes of each County department.
28
COUNTY OF FRESNO
Fresno,California 1 -
1
County of Fresno Architectural and Engineering Consultant and OtheF Related Services Appendix I
1
Conflict of interest forms shall be filed as follows:
2
1. As required by Government Code section 87500, subdivision(e),the County
3
Administrative Officer, District Attorney, County Counsel, and Auditor-Controller/Treasurer-
4 Tax Collector shall file one original of their statements with the County Clerk,who shall make
5 and retain a copy and forward the original to the Fair Political Practices Commission, which
6
shall be the filing officer.
7 2. As required b Government Code section 87500, subdivision q y Q), all other
8 department heads shall file one original of their statements with their departments. The filing
9 officer of each department shall make and retain a copy and forward the original to the Clerk
10 to the Board of Supervisors, who shall be the filing officer.
11 3. All other designated employees shall file one original of their statements
12 with their departments.
13 Adopted at a regular meeting of the Board of Supervisors, held on the 2nd day of
14 October, 2007, by the following vote, to wit:
15 Ayes: Supervisors Larson, Perea, Anderson, Case and Waterston
16 Noes: None
1
17 Absent: None
18
19 F
20
Chairman, Board of Supervisors
21
22 Attest:
23 _0/
24 (�J�
25 Clerk
26
I
27
I
28
i
COUNTY OF FRESNO
Fresno,Cellfarnia 2
County of Fresno
Fresno,California
cod, County of Fresno Architectural and Engineering Consultant and Other Related Services Appendix I
Conflict of Interest Code [n Email Me]
r'I
Double click!
Local Agency Annual / Biennial Report
In accordance with Government Code Section 87306.5, this department has reviewed its Conflict of
Interest Code and has determined that (check one of the following):
1. ❑ Our department's Conflict of Interest Code accurately designates all positions
within our department which make or participate in the making of decisions which
may foreseeably have a material effect on any financial interest; and the
disclosure category assigned to each such position accurately requires the
disclosure of all of the specific types of investments, business positions, interests
in real property, and sources of income that are reportable under Government
Code Section 87302 ("reportable under Government Code Section 87302"
means: an investment, business position, interest in real property, or source of
income shall be made reportable by the Conflict of Interest Code if the business
entity in which the investment or business position is held, the interest in real
property, or the income or source of income may foreseeably be affected
materially by any decision made or participated in by the designated employee
by virtue of his or her position); or,
2. ® Our department's Conflict of Interest Code is in need of amendment. We have
determined that the following amendments are necessary (check applicable
items, and refer to Exhibits "A" and "B" for detail if appropriate):
A. ❑ Include new positions (including consultants) that must be designated.
B. ❑ Include or delete positions because changes in duties.
C. ❑ Include positions that manage public investments.
D. ❑ Revise disclosure categories.
E. ❑ Revise the titles of existing positions.
F. ❑ Delete titles of positions that have been abolished.
G. ❑ Other (describe)
CONTACT PERSON DEPARTMENT
Sam Mann Public Works and Planning
I hereby approve the foregoing reported information for our department:
stwhite 12/13/2021 4:01:37 PM [a Sign] Double click!
Department Head Signature/Date
Note: Government Code Section 87306 requires that when an agency (e.g., your department) has determined
that amendments or revisions are necessitated by changed circumstances, the amendments or revisions
shall be submitted to the code reviewing body within 90 days after the changed circumstances have
become apparent.
3
County of Fresno Architectural and Engineering Consultant and Other Related Services Appendix I
EXHIBIT "A"
PUBLIC WORKS AND PLANNING
Classification Category
Accountant I / II 2
Architect 1
Assistant Dorontnr of D--blir+ \A/orbs & Dlanninn- Planning and Resource
Management Official. 1
Building Inspector I / II 1
Building Plans Engineer 1
Chief Building Inspector 1
Chief of Field Surveys 1
Consultant
Deputy Director of Public Works 1
Development Services & Capital Projects Manager 1
Director of Public Works and Planning 1
Disposal Site Supervisor 2
Engineer I / II / III 1
Field Survey Supervisor 3
Financial Analyst I / II / III 1
Housing Rehabilitation Specialist I / 11 1
Information Technology Analyst I / 11 / III / IV 2
Landfill Operations Manager 1
Planner I / II / III 1
Principal Accountant 1
Principal Planner 1
Principal Staff Analyst 1
Public Works and Planning Business Manager 1
Public Works and Planning Information Technology Manager 1
Public Works Division Engineer 1
Resources Division Manager 1
Right-of-Way Agent II / III 1
Road Maintenance & Operations Division Manager 1
Road Maintenance Supervisor 1
Road Superintendent 1
Senior Accountant 2
Senior Engineer 1
Senior Engineering Technician 2
Senior Information Technology Analyst 2
Senior Planner 1
Senior Staff Analyst 1
4
County of Fresno Architectural and Engineering Consultant and Other Related Services Appendix I
Classification Category
Staff Analyst I / 11 / III 1
Supervising Accountant 1
Supervising Architect 1
Supervising Building Inspector 1
Supervising Engineer 1
Supervising Water/Wastewater Specialist 1
Traffic Maintenance Supervisor 2
Water & Natural Resources Manager 1
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.
5
County of Fresno Architectural and Engineering Consultant and Other Related Services Appendix I
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.
6
Local Assistance Procedures Manual Appendix J EXHBIT 10-I
Notice to Proposers DBE Information
EXHIBIT 10-1 NOTICE TO PROPOSERS DBE INFORMATION
(Federally funded projects only)
The Agency has established a DBE goal for this Contract of 1 3.00%
1. TERMS AS USED IN THIS DOCUMENT
• The term "Disadvantaged Business Enterprise" or"DBE" means a for-profit small business concern
owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49,
Code of Federal Regulations (CFR), Part 26.5.
• The term "Agreement" also means "Contract."
• Agency also means the local entity entering into this contract with the Contractor or Consultant.
• The term "Small Business" or"SB" is as defined in 49 CFR 26.65.
2. AUTHORITY AND RESPONSIBILITY
A. DBEs and other small businesses are strongly encouraged to participate in the performance of
Contracts financed in whole or in part with federal funds (See 49 CFR 26, "Participation by
Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs").
The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in
the performance of the work that is the subject of this solicitation and should take all necessary and
reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color,
national origin, or sex in the award and performance of subcontracts.
B. Proposers are encouraged to use services offered by financial institutions owned and controlled by
DBEs.
3. SUBMISSION OF DBE INFORMATION
If there is a DBE goal on the contract, Exhibit 10-01 Consultant Proposal DBE Commitment must be included
in the Proposal. In order for a proposer to be considered responsible and responsive, the proposer must
make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must
document adequate good faith efforts. All DBE participation will be counted towards meeting the contract
goal; therefore, all DBE participation shall be collected and reported.
Exhibit 10-02 Consultant Contract DBE Information must be included in best qualified consultant's executed
consultant contract. Even if no DBE participation will be reported, the successful proposer must execute and
return the form.
4. DBE PARTICIPATION GENERAL INFORMATION
It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the
Department's DBE program developed pursuant to the regulations. Particular attention is directed to the
following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the
California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor
of material or supplies, or as a trucking company.
C. A DBE proposer not proposing as a joint venture with a non-DBE, will be required to document one or a
combination of the following:
1. The proposer is a DBE and will meet the goal by performing work with its own forces.
2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or
trucking companies.
3. The proposer, prior to proposing, made adequate good faith efforts to meet the goal.
Page 1 of 2
January 2020
Local Assistance Procedures Manual EXHBIT 10-1
Notice to Proposers DBE Information
D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined
portions thereof. Responsibility means actually performing, managing, and supervising the work with its
own forces. The DBE joint venture partner must share in the capital contribution, control, management,
risks and profits of the joint venture commensurate with its ownership interest.
E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must
be responsible for the execution of a distinct element of the work and must carry out its responsibility by
actually performing, managing and supervising the work.
F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and
all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants.
G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the
DBE participation except that portion of the work to be performed by non-DBE subconsultants.
5. RESOURCES
A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP.
If you believe a firm is certified that cannot be located on the database, please contact the Caltrans
Office of Certification toll free number 1-866-810-6346 for assistance.
B. Access the CUCP database from the Department of Transportation, Office of Civil Rights website
1. Click on the link titled Disadvantaged Business Enterprise;
2. Click on Search for a DBE Firm link;
3. Click on Access to the DBE Query Form located on the first line in the center of the page.
Searches can be performed by one or more criteria. Follow instructions on the screen.
6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING
CONDITIONS:
A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the
materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or
establishment that produces on the premises the materials, supplies, articles, or equipment required
under the Contract and of the general character described by the specifications.
B. If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of the
materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store,
warehouse, or other establishment in which the materials, supplies, articles or equipment of the general
character described by the specifications and required under the Contract are bought, kept in stock, and
regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the
firm must be an established, regular business that engages, as its principal business and under its own
name, in the purchase and sale or lease of the products in question. A person may be a DBE regular
dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning,
operating or maintaining a place of business provided in this section.
C. If the person both owns and operates distribution equipment for the products, any supplementing of
regular dealers' own distribution equipment shall be, by a long-term lease agreement and not an ad hoc
or Agreement-by-Agreement basis. Packagers, brokers, manufacturers' representatives, or other
persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this
section.
D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will
be limited to the entire amount of fees or commissions charged for assistance in the procurement of the
materials and supplies, or fees or transportation charges for the delivery of materials or supplies required
on the job site, provided the fees are reasonable and not excessive as compared with fees charged for
similar services.
Page 2 of 2
January 2020
Local Assistance Procedures Manual Appendix K Exhibit 10-02
Consultant Contract DBE Commitment
EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT
1. Local Agency: County of Fresno 2. Contract DBE Goal: 13.0%
3. Project Description: On-call A&E consultants and other related services - Public Works and Planning
4. Project Location: Various locations in Fresno County
5.Consultant's Name: Borrelli And Associates, Inc. 6. Prime Certified DBE: ❑ 7.Total Contract Award Amount: On-call
8.Total Dollar Amount for ALL Subconsultants: $ 22,000,000.00 9.Total Number of ALL Subconsultants:
10. Description of Work,Service,or Materials 11. DBE 13. DBE
Supplied Certification 12. DBE Contact Information Dollar
Number Amount
Electrical Engineering Services
Local Agency to Complete this Section
20.Local Agency Contract $
KI-1-'"' 14.TOTAL CLAIMED DBE PARTICIPATION
21. Federal-Aid Project Number:
22.Contract Execution 0 %
nntP-
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.
5d� 1/9/23
23.Local Agency Representative's Signature 24. Date 15. eparer's Signature 16. Date
John Borrelli (559)233-4138
25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18.Phone
President
27. Local Agency Representative's Title 19. Preparer's Title
DISTRIBUTION: 1.Original-Local Agency
2.Copy-Caltrans District Local Assistance Engineer(DLAE).Failure to submit to DLAE within 30 days of contract
execution may result in de-obligation of federal funds on contract.
ADA Notice: For individuals with sensory disabilities,this document is available in alternate formats. For information call(916)654-6410 or TDD(916)654-
3880 or write Records and Forms Management,1120 N Street,MS-89,Sacramento,CA 95814.
Page 1 of 2
July 23,2015
Local Assistance Procedures Manual Exhibit 10-02
Consultant Contract DBE Commitment
INSTRUCTIONS—CONSULTANT CONTRACT DBE COMMITMENT
CONSULTANT SECTION
1.Local Agency-Enter the name of the local or regional agency that is funding the contract.
2. Contract DBE Goal-Enter the contract DBE goal percentage as it appears on the project advertisement.
3.Project Description-Enter the project description as it appears on the project advertisement(Bridge Rehab, Seismic
Rehab, Overlay,Widening, etc).
4.Project Location-Enter the project location as it appears on the project advertisement.
5. Consultant's Name-Enter the consultant's firm name.
6.Prime Certified DBE -Check box if prime contractor is a certified DBE.
7. Total Contract Award Amount-Enter the total contract award dollar amount for the prime consultant.
8.Total Dollar Amount for ALL Subconsultants—Enter the total dollar amount for all subcontracted consultants.
SUM=(DBEs+all Non-DBEs). Do not include the prime consultant information in this count.
9.Total number of ALL subconsultants—Enter the total number of all subcontracted consultants. SUM=(DBEs+all
Non-DBEs). Do not include the prime consultant information in this count.
10.Description of Work,Services,or Materials Supplied-Enter description of work, services,or materials to be
provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces,if
the prime is a DBE. If 100%of the item is not to be performed or furnished by the DBE, describe the exact portion to be
performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.
11.DBE Certification Number-Enter the DBE's Certification Identification Number.All DBEs must be certified on
the date bids are opened.
12.DBE Contact Information-Enter the name, address, and phone number of all DBE subcontracted consultants.
Also, enter the prime consultant's name and phone number,if the prime is a DBE.
13.DBE Dollar Amount-Enter the subcontracted dollar amount of the work to be performed or service to be
provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial
participation.
14.Total Claimed DBE Participation- $: Enter the total dollar amounts entered in the"DBE Dollar Amount"column.
%: Enter the total DBE participation claimed("Total Participation Dollars Claimed"divided by item"Total Contract
Award Amount"). If the total%claimed is less than item"Contract DBE Goal,"an adequately documented Good Faith
Effort(GFE)is required(see Exhibit 15-H DBE Information-Good Faith Efforts of the LAPM).
15.Preparer's Signature-The person completing the DBE commitment form on behalf of the consultant's firm must
sign their name.
16.Date-Enter the date the DBE commitment form is signed by the consultant's preparer.
17.Preparer's Name-Enter the name of the person preparing and signing the consultant's DBE commitment form.
18.Phone -Enter the area code and phone number of the person signing the consultant's DBE commitment form.
19.Preparer's Title-Enter the position/title of the person signing the consultant's DBE commitment form.
LOCAL AGENCY SECTION
20.Local Agency Contract Number-Enter the Local Agency contract number or identifier.
21.Federal-Aid Project Number-Enter the Federal-Aid Project Number.
22. Contract Execution Date-Enter the date the contract was executed.
23.Local Agency Representative's Signature-The person completing this section of the form for the Local Agency
must sign their name to certify that the information in this and the Consultant Section of this form is complete and
accurate.
24.Date-Enter the date the DBE commitment form is signed by the Local Agency Representative.
25.Local Agency Representative's Name-Enter the name of the Local Agency Representative certifying the
consultant's DBE commitment form.
26.Phone-Enter the area code and phone number of the person signing the consultant's DBE commitment form.
27.Local Agency Representative Title-Enter the position/title of the Local Agency Representative certifying the
consultant's DBE commitment form.
Page 2 of 2
July 23,2015
Appendix L On-Call A&E Consultant Services
Local Assistance Procedures Manua FORM IS NOT APPLICABLE EXHBIT 10-Q
2-9-23 Disclosure of Lobbying Activities
EXHIBIT IO-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
❑ a. contract ❑ a. bid/offer/application ❑ a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year quarter
f. loan insurance date of last report
4. Name and Address of Reporting Entity 5. If Reporting Entity in No.4 is Subawardee,
Enter Name and Address of Prime:
❑ Prime ❑ Subawardee
Tier if known
Congressional District,if known Congressional District,if known
6. Federal Department/Agency: 7. Federal Program Name/Description:
CFDA Number,if applicable
8. Federal Action Number,if known: 9. Award Amount,if known:
10. Name and Address of Lobby Entity 11. Individuals Performing Services
(If individual,last name,first name,MI) (including address if different from No. 10)
(last name,first name,MI)
(attach Continuation Sheet(s)if necessary)
12. Amount of Payment(check all that apply) 14. Type of Payment(check all that apply)
$ ❑ actual ❑ planned a. retainer
b. one-time fee
13. Form of Payment(check all that apply): c. commission
❑ a. cash d. contingent fee
b. in-kind;specify:nature e deferred
Value f other,specify
15. Brief Description of Services Performed or to be performed and Date(s)of Service,including
officer(s),employee(s),or member(s)contacted,for Payment Indicated in Item 12:
(attach Continuation Sheet(s)if necessary)
16. Continuation Sheet(s)attached: Yes ❑ No ❑
17.Information requested through this form is authorized by Title
31 U.S.C.Section 1352. This disclosure of lobbying reliance Signature:
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C. Print Name:
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 Title:
to a civil penalty of not less than$10,000 and not more than
$100,000 for each such failure. Telephone No.: Date:
Authorized for Local Reproduction
Federal Use Only: Standard Form-LLL
Standard Form LLL Rev.04-28-06
Distribution: Orig-Local Agency Project Files
Page 1
LPP 13-01 May 8,2013
Local Assistance Procedures Manual 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 of the covered federal action.
3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information
previously reported,enter the year and quarter in which the change occurred. Enter the date of the last,previously submitted
report by this reporting entity for this covered federal action.
4. Enter the full name,address,city,state,and zip code of the reporting entity. Include Congressional District if known. Check the
appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the
tier of the subawardee,e.g.,the first subawardee of the prime is the first tier. Subawards include but are not limited to:
subcontracts,subgrants,and contract awards under grants.
5. If the organization filing the report in Item 4 checks"Subawardee"then enter the full name,address,city,state,and zip code of
the prime federal recipient. Include Congressional District,if known.
6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below
agency name,if known. For example,Department of Transportation,United States Coast Guard.
7. Enter the federal program name or description for the covered federal action(item 1). If known,enter the full Catalog of Federal
Domestic Assistance(CFDA)number for grants,cooperative agreements,loans and loan commitments.
8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g.,Request for
Proposal(RFP)number,Invitation for Bid(IFB)number,grant announcement number,the contract grant.or loan award number,
the application/proposal control number assigned by the federal agency). Include prefixes,e.g.,"RFP-DE-90-001."
9. For a covered federal action where there has been an award or loan commitment by the Federal agency,enter the federal amount
of the award/loan commitments for the prime entity identified in item 4 or 5.
10. Enter the full name,address,city,state,and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to
influence the covered federal action.
11. Enter the full names of the individual(s)performing services and include full address if different from 10(a). Enter Last Name,
First Name and Middle Initial(MI).
12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity(Item 4)to the lobbying entity
(Item 10). Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is
a material change report,enter the cumulative amount of payment made or planned to be made.
13. Check all boxes that apply. If payment is made through an in-kind contribution,specify the nature and value of the in-kind
payment.
14. Check all boxes that apply. If other,specify nature.
15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the
date(s)of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal
officials. Identify the federal officer(s)or employee(s)contacted or the officer(s)employee(s)or Member(s)of Congress that
were contacted.
16. Check whether or not a continuation sheet(s)is attached.
17. The certifying official shall sign and date the form,and print his/her name title and telephone number.
Public reporting burden for this collection of information is estimated to average 30-minutes per response,including time for reviewing
instruction,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for
reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,D.C.20503. SF-
LLL-Instructions Rev.06-04
Page 2
LPP 13-01 May 8,2013
Appendix M
Debarment and Suspension Certification
As required by U.S. DOT regulations on government-wide 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.
SIGNATURE PAGE
In signing this document, I declare under penalties of perjury that the foregoing certifications and
assurances, and any other statements made by me on behalf of the Applicant are true and correct.
Signature � Ue2i Date 1/9/2023
Printed Na e John Borrelli
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