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HomeMy WebLinkAbout2022 On-Call-A andE Agreement - Applied Earthworks.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 1 C. Payroll Records...........................................................................................................35 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 27th day of 4 February 2023, by and between the COUNTY OF FRESNO, a Political Subdivision of the 5 State of California, hereinafter referred to as "COUNTY"; and Applied Earthworks, Inc., an 6 S Corporation, whose address is 1391 Shaw Ave., Suite C, Fresno, CA 93711, 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 ehaagen son(a).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 8 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 9 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 by 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. 28 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 9 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(cDfresnocountyca.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 5. Concurrently with the invoices, the CONSULTANT shall certify 14 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 Proceed (NTP). Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for 15 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. 9 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 to 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. 9 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, 8 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 28 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, or 8 the previous record of the CONSULTANT or Subconsultant in meeting their respective 9 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. Any 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. 8 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 6 (Authorize Sign Steven White, Director 7 Department of Public Works and Planning 8 Brian K. Kellogg Controller Print Name & Title 9 10 Mailing Address 11 Applied EarthWorks, Inc. 1391 W. Shaw Ave., Suite C 12 Fresno, CA 93711 APPROVED AS TO LEGAL FORM Daniel C. Cederborg, County Counsel 13 14 15 By: 16 APPROVED AS TO ACCOUNTING 17 FORM Oscar J. Garcia, CPA, 18 Auditor-Controller/Treasurer- Tax Collector 19 20 By: 21 22 FOR ACCOUNTING USE ONLY: 23 24 Fund: 0001 /0010/0400/0700 /0701 /0710/ 0720/0801 25 Subclass: 10000/ 11000/ 15000/ 15001 / 16900/ 10052 /10053/ 10061 / 10063/ 10065 / 10067 26 Org: 4360 /4365/45104511 /45104512/45104513/45104514/7205 /7910/ 8852 / 27 8853 /8861 /8863/ 8865/8867/9015 /9020/9026 /9028 /9140 28 Account: 7295 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: Applied Earthworks CONSULTANT is approved for these services: Staff Federally Discipline On-Call Funded Augmentation projects Archaeology / Architectural History / X X 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 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. 2of6 Appendix B — Consultant's Scope of Services On-Call Architectural and Engineering Consultant and Related Services Table of Contents Consultant Eligible Services Form .............................................................................. 1 Tableof Contents............................................................................................................ 3 Descriptions of Work by Discipline ..................................................................................4 Archaeology/Architectural History/Paleontology..........................................................4 On-Call Services ............................................................................................................. 5 TechnicalReports........................................................................................................ 5 Preparation of Various Reports and Studies................................................................ 5 3 of 6 Appendix B — Consultant's Scope of Services On-Call Architectural and Engineering Consultant and Related Services Descriptions of Work by Discipline Archaeology/Architectural History/Paleontology 1. In general, perform cultural resource research, conduct field surveys, assess project impacts on cultural resources, provide strategic guidance, coordinate and consult with tribal representatives, conduct worker awareness training and construction monitoring, and prepare technical reports/memos for California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) clearance for transportation projects and on occasion water system, County capital projects, and Housing and Urban Development (HUD) funded projects. 2. Required technical reports may include, but are not limited to, Archaeological Survey Report, Historic Property Survey Report, Historic Resources Evaluation Report, Extended Phase 1/11 plans/excavations/reports and Finding of Effect documents prepared in accordance with California Department of Transportation (Caltrans) Standard Environmental Reference (SER). On occasion, prepare cultural documents for HUD funded, water system, County capital projects, and transportation projects affecting U.S. Bureau of Reclamation facilities or U.S. Forest Service (USFS) land. 4of6 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; 5 of 6 Appendix B — Consultant's Scope of Services On-Call Architectural and Engineering Consultant and Related Services 2. Review existing 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. 6of6 List of Current Staff Appendix Years of Education/ Name Position Areas of Expertise Experience Certification Principal/Contract Manager Erin Enright Prime Contact/ Contract and project management, 22 M.A.,RPA Principal Investigator state and federal regulatory 16575 compliance,agency consultation, California prehistory and history, technical reporting,and quality control. Prehistoric Archaeology/Tribal Outreach Anna Hoover Senior Project management,data 24 M.S.,RPA Archaeologist/Project acquisition and analysis, 28576661 Manager ethnography,ground stone analysis, California prehistory,Native American outreach,technical reporting Alex Morrison Project Project management,data 20 Ph.D. Manager/Principal acquisition and analysis, Archaeologist ethnography,ground stone analysis, California prehistory,Native American outreach,technical reporting Ward Stanley Associate Archaeologist Archaeological survey and site 13 B.A. documentation,laboratory processing,construction monitoring,preparation of ASRs and technical reports Emma Cook Associate Archaeologist Archaeological survey and site 6 M.A.,RPA documentation,laboratory 18040 processing,construction monitoring,preparation of ASRs and technical reports Gabriel Granada Staff Archaeologist Archaeological survey and site 3 B.A. documentation,laboratory processing,construction monitoring,preparation of ASR and technical reports Years of Education/ Name Position Areas of Expertise Experience Certification Katie McKendry- Laboratory Supervisor Collection management,artifact 12 M.A. Grove processing and sorting,curation preparation Jena Orlowski Staff Archaeologist Project management,data 18 M.A.,RPA acquisition,record searches,Native 61015544 American outreach,technical reporting. Historical Archaeology/Architectural History/History M. Colleen Hamilton Principal Architectural California prehistory and history, 35 M.A.,RPA Historian/Historical historical archaeology and built 10535 Archaeologist/Historian environment site evaluations and senior peer review of HRER and other technical documents Amber Long Project Manager/Senior Archival and historical research, 9 M.A. Architectural Historian/ historical architectural site Historian evaluation,preparation of HRER and other technical reporting Tim Yates Senior Architectural Archival and historical research, 20 Ph.D. Historian/Historian historical architectural site evaluation,preparation of HRER and other technical reporting Sam Gordenstein Senior Historical Archival and historical research, 14 Ph.D.,RPA Archaeologist historical archaeological site 18104 evaluation,preparation of ASR and HRER Cheyenne Good Staff Architectural Archival and historical research, 2 B.A. Historian historical architectural site evaluation,preparation of HRER and other technical reporting GIS Mapping,Cartography,and Spatial Modeling Michelle Wicnhold GIS Specialist/Spatial Buried site sensitivity modeling 17 Ph.D.,RPA modeler/Project Manager and testing,GIS applications in 33421061 archaeology,archaeological survey, testing and data recovery Years of Education/ Name Position Areas of Expertise Experience Certification Kelli Wathen GIS Analyst GIS database management, 7 M.A. mapping and cartography,graphics, data collection,preparation of APE maps Aristades Aguilera GIS Technician GIS mapping and cartography, 4 B.A. graphics,database management, field data collection,preparation of APE maps Paleontology Amy 011endorf Principal CEQA and NEPA compliance 37 Ph.D.,,M.S., Paleontologist/Project Management of paleontological RPA 12588 Manager inventory and evaluation studies, geoarchaeology. Melissa Macias Senior Paleontologist Paleontology inventory and 5 M.S. resource impact assessments, technical reporting Chris Shi Senior Paleontologist Literature review,records search, 10 M.S. field survey,preparation of paleontological inventory reports and mitigation plans Michael George Staff Paleontologist Literature review,records search, 7 B.S. field survey,construction monitoring Erik Pino Staff Paleontologist Literature review,records search, 5 B.S. field survey,construction monitoring Report Production Susan Rapp Production Manager 34 B.S. Jennifer Vandersmith Production Assistant 19 A.A. 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 Local Assistance Procedures Manual Exhibit 10-112 Cost Proposal EXHIBIT 10-112 COST PROPOSAL Page 1 of 3 SPECIFIC RATE OF COMPENSATION(USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed Consultant Applied EarthWorks,Inc. 0 Prime Consultant ❑ Subconsultant ❑ 2nd Tier Subconsultant Project No. County of Fresno-On-Call Contract No. Participation Amount$ TBD Date 3/23/2022 Fringe Benefit% General&Admninistrative% Combined Indirect Cost Rate(ICR)% For Combined Rate 79.17% + 90.73% = 169.90% OR For Home Office Rate 0.00% + 0.00% = 0.00% For Field Office Rate 0.00% + 0.00% = 0.00% Fee = 10% BILLING INFORMATION CALCULATION INFORMATION Hourly Billing Rates Effective Name/Job Title/Classification' Effective Date of Hourly Rate Actual or Avg. %or$ Hourly Range- Straight3 OT(1.5x) OT(2x) From To Hourly Rate Increase for Classifications Only $ 232.76 N/A N/A 5/l/2022 4/30/2023 $ 78.40 Not Applicable Erin Enright-Parsick* $ 239.74 N/A N/A 5/l/2023 4/30/2024 $ 80.75 3.00% $ 246.94 N/A N/A 5/l/2024 4/30/2025 $ 83.17 3.00% Principal/Program Mgr,Exempt $ 254.35 N/A N/A 5/l/2025 4/30/2026 $ 85.67 3.00% $ 261.98 N/A N/A 5/l/2026 4/30/2027 $ 88.24 3.00% $ 218.51 N/A N/A 5/l/2022 4/30/2023 $ 73.60 Not Applicable Amy 011endorf*,Principal $ 225.07 N/A N/A 5/l/2023 4/30/2024 $ 75.81 3.00% $ 231.82 N/A N/A 5/l/2024 4/30/2025 $ 78.08 3.00% Paleontologist,Exempt $ 238.77 N/A N/A 5/l/2025 4/30/2026 $ 80.42 3.00% $ 245.94 N/A N/A 5/l/2026 4/30/2027 $ 82.84 3.00% M. Colleen Hamilton*,Principal $ 202.24 N/A N/A 5/l/2022 4/30/2023 $ 68.12 Not Applicable Architectural $ 208.31 N/A N/A 5/l/2023 4/30/2024 $ 70.16 3.00% $ 214.56 N/A N/A 5/l/2024 4/30/2025 $ 72.27 3.00% Historian/Historian/Historical $ 220.99 N/A N/A 5/l/2025 4/30/2026 $ 74.44 3.00% Archaeologist,Exempt $ 227.62 N/A N/A 5/l/2026 4/30/2027 $ 76.67 3.00% $ 127.40 N/A N/A 5/l/2022 4/30/2023 $ 42.91 Not Applicable Anna Hoover*,Proj Mgr $ 131.22 N/A N/A 5/l/2023 4/30/2024 $ 44.20 3.00% Archaeology/Field Superv.,Exempt $ 135.15 N/A N/A 5/l/2024 4/30/2025 $ 45.52 3.00% $ 139.21 N/A N/A 5/l/2025 4/30/2026 $ 46.89 3.00% $ 143.38 N/A N/A 5/l/2026 4/30/2027 $ 48.30 1 3.00% LPP 15-01 January 2020 Local Assistance Procedures Manual Exhibit 10-H2 $ 115.34 N/A N/A 5/l/2022 4/30/2023 $ 38.85 Not Applicable Amber Long*,Project Mgr- $ 118.80 N/A N/A 5/1/2023 4/30/2024 $ 40.02 3.00% $ 122.37 N/A N/A 5/l/2024 4/30/2025 $ 41.22 3.00% Architectural Historian,Exempt $ 126.04 N/A N/A 5/l/2025 4/30/2026 $ 42.45 3.00% $ 129.82 N/A N/A 5/l/2026 4/30/2027 $ 43.73 3.00% $ 109.85 N/A N/A 5/l/2022 4/30/2023 $ 37.00 Not Applicable Susan Wood,Senior Historic $ 113.14 N/A N/A 5/l/2023 4/30/2024 $ 38.11 3.00% Archaeologist/Architectural Historian, $ 116.54 N/A N/A 5/l/2024 4/30/2025 $ 39.25 3.00% Exempt $ 120.04 N/A N/A 5/l/2025 4/30/2026 $ 40.43 3.00% $ 123.64 N/A N/A 5/l/2026 4/30/2027 $ 41.64 3.00% $ 109.14 N/A N/A 5/l/2022 4/30/2023 $ 36.76 Not Applicable Melissa Macias, Senior $ 112.41 N/A N/A 5/l/2023 4/30/2024 $ 37.86 3.00% $ 115.78 N/A N/A 5/l/2024 4/30/2025 $ 39.00 3.00% Paleontologist,Exempt $ 119.26 N/A N/A 5/l/2025 4/30/2026 $ 40.17 3.00% $ 122.83 N/A N/A 5/l/2026 4/30/2027 $ 41.37 3.00% $ 109.14 N/A N/A 5/l/2022 4/30/2023 $ 36.76 Not Applicable $ 112.41 N/A N/A 5/l/2023 4/30/2024 $ 37.86 3.00% Chris Shi, Senior Paleontologist, $ 115.78 N/A N/A 5/l/2024 4/30/2025 $ 39.00 3.00% Exempt $ 119.26 N/A N/A 5/l/2025 4/30/2026 $ 40.17 3.00% $ 122.83 N/A N/A 5/l/2026 4/30/2027 $ 41.37 3.00% $ 164.86 N/A N/A 5/l/2022 4/30/2023 $ 55.53 Not Applicable Alex Morrison,Proj Mgr $ 169.80 N/A N/A 5/1/2023 4/30/2024 $ 57.19 3.00% Archaeology/Field Superv.,Exempt $ 174.90 N/A N/A 5/1/2024 4/30/2025 $ 58.91 3.00% $ 180.14 N/A N/A 5/1/2025 4/30/2026 $ 60.68 3.00% $ 185.55 N/A N/A 5/l/2026 4/30/2027 $ 62.50 3.00% $ 131.14 N/A N/A 5/l/2022 4/30/2023 $ 44.17 Not Applicable Brian Kellogg,Project Controller, $ 135.07 N/A N/A 5/l/2023 4/30/2024 $ 45.50 3.00% $ 139.12 N/A N/A 5/1/2024 4/30/2025 $ 46.86 3.00% Exempt $ 143.30 N/A N/A 5/l/2025 4/30/2026 $ 48.27 3.00% $ 147.60 N/A N/A 5/l/2026 4/30/2027 $ 49.71 3.00% $ 123.27 N/A N/A 5/l/2022 4/30/2023 $ 41.52 Not Applicable Michelle Wienhold,Senior $ 126.97 N/A N/A 5/l/2023 4/30/2024 $ 42.77 3.00% ,Archaeolo ist/GIS Manager,Exempt $ 130.78 N/A N/A 5/l/2024 4/30/2025 $ 44.05 3.00% g g p $ 134.70 N/A N/A 5/l/2025 4/30/2026 $ 45.37 3.00% $ 138.74 N/A N/A 5/l/2026 4/30/2027 $ 46.73 3.00% $ 121.52 N/A N/A 5/l/2022 4/30/2023 $ 40.93 Not Applicable Susan Rapp,Production Manager, $ 125.16 N/A N/A 5/l/2023 4/30/2024 $ 42.16 3.00% $ 128.92 N/A N/A 5/l/2024 4/30/2025 $ 43.42 3.00% Exempt $ 132.78 N/A N/A 5/l/2025 4/30/2026 $ 44.73 3.00% $ 136.77 N/A N/A 5/l/2026 4/30/2027 $ 46.07 3.00% $ 116.47 N/A N/A 5/l/2022 4/30/2023 $ 39.23 Not Applicable Kim Denny,Accounting Manager, $ 119.96 N/A N/A 5/l/2023 4/30/2024 $ 40.41 3.00% $ 123.56 N/A N/A 5/l/2024 4/30/2025 $ 41.62 3.00% Non-Exempt $ 127.27 N/A N/A 5/l/2025 4/30/2026 $ 42.87 3.00% LPP 15-01 January 2020 Local Assistance Procedures Manual Exhibit 10-H2 $ 131.09 N/A N/A 5/l/2026 4/30/2027 $ 44.15 3.00% $ 76.57 $ 114.85 $ 153.14 5/l/2022 4/30/2023 $ 25.79 Not Applicable Jennifer Vandersmith Production $ 78.86 $ 118.30 $ 157.73 5/1/2023 4/30/2024 $ 26.56 3.00% ' $ 81.23 $ 121.85 $ 162.46 5/l/2024 4/30/2025 $ 27.36 3.00% Assistant,Non-Exempt $ 83.67 $ 125.50 $ 167.34 5/l/2025 4/30/2026 $ 28.18 3.00% $ 86.18 $ 129.27 $ 172.36 5/l/2026 4/30/2027 $ 29.03 3.00% $ 92.18 $ 138.28 $ 184.37 5/l/2022 4/30/2023 $ 31.05 Not Applicable Katie McKendry-Grove,Laboratory $ 94.95 $ 142.42 $ 189.90 5/l/2023 4/30/2024 $ 31.98 3.00% $ 97.80 $ 146.70 $ 195.60 5/l/2024 4/30/2025 $ 32.94 3.00% Manager,Non-Exempt $ 100.73 $ 151.10 $ 201.46 5/l/2025 4/30/2026 $ 33.93 3.00% $ 103.75 $ 155.63 $ 207.51 5/l/2026 4/30/2027 $ 34.95 3.00% $ 83.13 $ 124.69 $ 166.26 5/l/2022 4/30/2023 $ 28.00 $ 25.00 - $ 31.00 TBA Lab Technician II Non $ 85.62 $ 128.43 $ 171.25 5/l/2023 4/30/2024 $ 28.84 3.00% $ 25.75 - $ 31.93 ' $ 88.19 $ 132.29 $ 176.38 5/l/2024 4/30/2025 $ 29.71 3.00% $ 26.52 - $ 32.89 Exempt $ 90.84 $ 136.26 $ 181.68 5/l/2025 4/30/2026 $ 30.60 3.00% $ 27.32 - $ 33.87 $ 93.56 $ 140.34 $ 187.13 5/l/2026 4/30/2027 $ 31.51 3.00% $ 28.14 - $ 34.89 $ 68.28 $ 102.43 $ 136.57 5/l/2022 4/30/2023 $ 23.00 $ 21.00 - $ 25.00 TBA Lab Technician I Non- $ 70.33 $ 105.50 $ 140.67 5/l/2023 4/30/2024 $ 23.69 3.00% $ 21.63 - $ 25.75 ' $ 72.44 $ 108.66 $ 144.89 5/l/2024 4/30/2025 $ 24.40 3.00% $ 22.28 - $ 26.52 Exempt $ 74.62 $ 111.92 $ 149.23 5/l/2025 4/30/2026 $ 25.13 3.00% $ 22.95 - $ 27.32 $ 76.86 $ 115.28 $ 153.71 5/l/2026 4/30/2027 $ 25.89 3.00% $ 23.64 - $ 28.14 $ 91.29 136.94 182.59 5/l/2022 4/30/2023 30.75 Not Applicable Ward Stanley,Field Supervisor,Non- $ 94.03 $ 141.05 $ 188.06 5/l/2023 4/30/2024 $ 31.67 3.00% $ 96.85 $ 145.28 $ 193.71 5/l/2024 4/30/2025 $ 32.62 3.00% Exempt $ 99.76 $ 149.64 $ 199.52 5/l/2025 4/30/2026 $ 33.60 3.00% $ 102.75 $ 154.13 $ 205.50 5/l/2026 4/30/2027 $ 34.61 3.00% $ 74.94 112.40 149.87 5/l/2022 4/30/2023 $ 25.24 Not Applicable $ 77.18 $ 115.77 $ 154.37 5/l/2023 4/30/2024 $ 26.00 3.00% Gabriel Granado,Crew Chief, $ 79.50 $ 119.25 $ 159.00 5/l/2024 4/30/2025 $ 26.78 3.00% Non-Exempt $ 81.88 $ 122.83 $ 163.77 5/l/2025 4/30/2026 $ 27.58 3.00% $ 84.34 $ 126.51 $ 168.68 5/l/2026 4/30/2027 $ 28.41 3.00% $ 83.13 124.69 166.26 5/l/2022 4/30/2023 $ 28.00 $ 26.00 - $ 30.00 TBA Field Technician II Non $ 85.62 $ 128.43 $ 171.25 5/l/2023 4/30/2024 $ 28.84 3.00% $ 26.78 - $ 30.90 ' $ 88.19 $ 132.29 $ 176.38 5/l/2024 4/30/2025 $ 29.71 3.00% $ 27.58 - $ 31.83 Exempt $ 90.84 $ 136.26 $ 181.68 5/l/2025 4/30/2026 $ 30.60 3.00% $ 28.41 - $ 32.78 $ 93.56 $ 140.34 $ 187.13 5/l/2026 4/30/2027 $ 31.51 3.00% $ 29.26 - $ 33.77 $ 71.25 106.88 142.51 5/l/2022 4/30/2023 $ 24.00 22.00 - 26.00 TBA Field Technician I $ 73.39 $ 110.09 $ 146.78 5/l/2023 4/30/2024 $ 24.72 3.00% $ 22.66 - $ 26.78 ' $ 75.59 $ 113.39 $ 151.19 5/l/2024 4/30/2025 $ 25.46 3.00% $ 23.34 - $ 27.58 Non-Exempt $ 77.86 $ 116.79 $ 155.72 5/l/2025 4/30/2026 $ 26.23 3.00% $ 24.04 - $ 28.41 $ 80.20 $ 120.29 $ 160.39 5/l/2026 4/30/2027 $ 27.01 3.00% $ 24.76 - $ 29.26 $ - $ - $ - 5/l/2022 4/30/2023 Not Applicable $ - $ - $ - 5/l/2023 4/30/2024 $ - 3.00% $ - $ - $ - 5/l/2024 4/30/2025 $ - 3.00% LPP 15-01 January 2020 Local Assistance Procedures Manual Exhibit 10-H2 5/1/2026 4/30/2027 $ - 3.00% (Add pages as necessary) NOTES: 1.Key personnel must be marked with an asterisk(*)and employees that are subject to prevailing wage requirements must be marked with two asterisks(**).All costs must comply with the Federal cost principles.Subconsultants will provide their own cost proposals. 2.The cost proposal format shall not be amended. 3.Billing rate=actual hourly rate*(1+ICR)*(1+Fee).Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans.All costs must comply with the Federal cost principles for reimbursement. 4.For named employees and key personnel enter the actual hourly rate.For classifications only,enter the Average Hourly Rate for that classification. LPP 15-01 January 2020 Local Assistance Procedures Manual Exhibit 10-112 Cost Proposal EXHIBIT 10-112 COST PROPOSAL Page 2 of 3 SPECIFIC RATE OF COMPENSATION(USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant Applied EarthWorks,Inc. 0 Prime Consultant ❑ Subconsultant ❑ 2nd Tier Subconsultant Project No. County of Fresno-On-Call Env.Consuding Service: Contract No. Date 3/23/2022 SCHEDULE OF OTHER DIRECT COST ITEMS(Add additional pages as necessary) Description of Item Quantity Unit Unit Cost Total Mileage Costs At IRS Allowable TBD Postage/Delivery At Cost TBD Reproduction/Materials At Cost TBD Travel(Hotel,Meals,Rental Car) Per Diem TBD Travel(Rental Vehicle) Day $65 TBD Project Supplies(Envelopes,CDs,CD labels,etc.) At Cost TBD Subconsultant 1: Paleo Analytics,LLC Hour $75 TBD Subconsultant 2: Beta Analytic Laboratory(Standard) Ea $595 TBD Subconsultant 2: Beta Analytic Laboratory(Priority) Ea $795 $0.00 Subconsultant 3: Geochemical Research Ea $35 $0.00 Subconsultant 4: Origer Obsidian Laboratory(Hydration 1-10) Ea $21 $0.00 Subconsultant 4: Origer Obsidian Laboratory(Hydration 11-24) Ea $20 $0.00 Subconsultant 4: Origer Obsidian Laboratory(Hydration 25-99) Ea $17 $0.00 Subconsultant 4: Origer Obsidian Laboratory(Hydration 100+) Ea $15 $0.00 Subconsultant 5:Native American Monitor Hour $100 $0.00 Subconsultant 6: Pinon Heritage--see rate sheet Hour $140 $0.00 Subconsultant 7:MCB Consulting(Mary Baloian,Ph.D) Hour $120 $0.00 Note:Add additional pages if necessary. NOTES: 1.List other direct cost items with estimated costs.These costs should be competitive in their respective industries and supported with appropriate documentation. 2.Proposed ODC items should be consistently billed regardless of client and contract type. 3.Items when incurred for the same purpose,in like circumstance,should not be included in any indirect cost pool or in the overhead rate. 4.Items such as special tooling,will be reimbursed at actual cost with supporting documentation(invoice). 5.Items listed above that would be considered"tools of the trade"are not reimbursable as other direct cost. 6.Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules. 7.If mileage is claimed,the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles.In addition,the miles claimed should besupported by mileage logs. 8.If a consultant proposes rental costs for a vehicle,the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehiclesthat could be used for the same purpose. 9.The cost proposal format shall not be amended.All costs must comply with the Federal cost principles. 10.Add additional pages if necessary. LPP 15-01 January 2020 Local Assistance Procedures Manual Exhibit 10-112 Cost Proposal EXHIBIT 10-112 COST PROPOSAL Page 3 of 3 Certification of Direct Costs I,the undersigned,certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s)in this contract are actual,reasonable,allowable,and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles(GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112-Letting of Contracts 10. 48 Code of Federal Regulations Part 31 -Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172-Procurement,Management,and Administration ofEngineering and Design Related Service 12. 48 Code of Federal Regulations Part 9904-Cost Accounting Standards Board(when applicable) All costs must be applied consistently and fairly to all contracts.All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements.Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifyin2: Name: Jennifer L.Barbee Title *: President/CFO Signature : Date of Certification(mm/dd/yyyy): 3/23/2022 Email: jbarbee@appliedearthworks.com Phone Number: 559-229-1856 x112 Address: Applied EarthWorks,Inc. 1391 W Shaw Ave, Suite C,Fresno,CA 93711 *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer,or equivalent,who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Cultural resource management services including archaeology,architectural history,and paleontology LPP 15-01 January 2020 Mary Baloian 1738 N. Adoline Fresno, California 93705 MCBaloian@yahoo.com 559.801.1652 MCB Consulting Rate Table Year 2023 Title Rate Principal Archaeologist $120.00 per hour Rates 2022 Herita•"Solutions bbagwell@pinonheritage.com 916-926-2736 EIN 82-4609059 Role Rate Principal Investigator $140 Senior Cultural Resources Specialist III $120 Senior Cultural Resources Specialist II $110 Senior Cultural Resources Specialist 1 $100 Cultural Resources Specialist 111 $95 Cultural Resources Specialist II $85 Cultural Resources Specialist 1 $75 Technician IV $70 Technician 111 $65 Technician II $60 Technician 1 $55 Admin $55 L Palco Analytics 614 E Foster Avenue • Coeur d'Alene, ID 83814 • 208-667-1440 RATE SHEET Douglas R. Harro, Lithic Analyst, $78.00/hour Rebecca McKim Harro, Vertebrate Faunal Analyst, $78.00/hour Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-K CONSULTANT ANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If a Safe Harbor Indirect Cost Rate is approved,this form is not required) Consultant's Full Legal Name: Applied EarthWorks, Inc. Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore,the Indirect Cost Rate(s)shall not be combined with its parent company or subsidiaries. Indirect Cost Rate: Combined Rate 169.91 %OR Home Office Rate % and Field Office Rate(if applicable) % Facilities Capital Cost of Money-%(if applicable) Fiscal period * 1/1/21-12/31/21 * Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed(not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s)for the fiscal period as specified above and have determined to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the indirect cost rate(s)are allowable in accordance with the cost principles of the Federal Acquisition Regulation(FAR)48,Code of Federal Regulations(CFR),Chapter 1,Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31; • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor,indirect costs, or other direct costs on all federally- funded A&E Consultant Contracts. • All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization,and indirect cost rates have been disclosed as of the date of this certification. I am providing the required and applicable documents as instructed on Exhibit 10-A. Financial Management System: Our labor charging,job costing, and accounting systems meet the standards for financial reporting,accounting records,and internal control adequate to demonstrate that costs claimed have been incurred,appropriately accounted for,are allocable to the contract,and comply with the federal requirements as set forth in Title 23 United States Code(U.S.C.)Section 112(b)(2);48 CFR Part 31.201-2(d);23 CFR Chapter 1,Part 172.11(a)(2; and all applicable state and federal rules and regulations. Our financial management system has the following attributes: • Account numbers identifying allowable direct,indirect,and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect,and unallowable costs into separate cost Page 1 of 2 March 2018 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System accounts; • Ability to accumulate and segregate allowable direct costs by project,contract and type of cost; • Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program(FAHP)contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties-23 CFR Part 172.11(c)(4) • False Claims Act-Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally-Title 18 U.S.C. Section 1001 • Major Fraud Act-Title 18 U.S.C. Section 1031 All A&E Contract Information: • Total participation amount$500,000.00 on all State and FAHP contracts for Architectural& Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is 1 • Years of consultant's experience with 48 CFR Part 31 is 26 • Audit history of the consultant's current and prior years(if applicable) ❑ Cognizant ICR Audit ❑ Local Gov't ICR Audit 0 Caltrans ICR Audit 0 CPA ICR Audit ❑ Federal Gov't ICR Audit I,the undersigned,certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(b)(2),48 CFR Part 31,23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant.I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name":Jennifer L. Barbee Title**: President/CFO Jennifer L. Barbee D1gfallysfgnedby Jennifer L.Barbee 03/23/2022 Signature: Date.2022.03.2308:09:30-07'00' Date of Certification(mm/dd/yyyy): Email**: Jbarbee@appliedearthworks.com Phone Number**: 559-229-1856 x112 **An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President,a Chief Financial Officer,or equivalent,who has authority to represent the financial information used to establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-Kforms. Caltrans will not process local agency's invoices until a complete Exhibit 10-Kform is accepted and approved by Caltrans Audits and Investigations. Distribution: 1)Original-Local Agency Project File 2)Copy-Consultant 3)Copy-Caltrans Audits and Investigations Page 2 of 2 March 2018 California Safe Harbor Indirect Cost Rate Program Consultant Firm Certification of Eligibility and Certification of Financial Management System Consultant Firm Name Mary Baloian dba MCB Consulting Local Agency (if applicable) Contract Number / Federal Project Number Contract Total $ For Subconsultant Firms - estimated % of work to be performed 1 Safe Harbor Indirect Cost Rate (SHR): Home: 1207o and/or Field: 907 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 I: 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 Mary Baloian Signature "`� "'��``� (Electronic Signature Allowed) Title Principal Archaeologist Date Completed July 15, 2022 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 Mary Baloian dba MCB Consulting Firm Headquarters Address 1738 N Adoline, Fresno, California 93705 Accounting Records • Location where Accounting records are held Home office • Name and Title Mary Baloian, Principal Archaeologist • Email and Phone mcbaloian@yahoo.com; 559-801-1652 • Mailing Address 1738 N. Adoline, Fresno, CA 93705 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 x 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 x Partnership C Corporation _ S Corporation Other 2. What types of services will the Firm provide for this contract? (Select all that apply.) Architectural and Engineering Services Program Management Preliminary Engineering Design Engineering Surveying Feasibility Studies Mapping or Architectural Related Services Other Cultural Resource Management 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 x 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 No x Overtime Yes No x Billing Yes No x Direct/Indirect Expenses Yes No x Timesheet Preparation Yes No y Prevailing Wage Yes No x Bonus Yes No x 9. What types of employee status will the Firm provide for this contract? Non-exempt Exempt-salaried Exempt-hourly Contract Employee ___x_ Other 10.Does the Firm pay overtime for exempt employees? Yes No Not applicable 11 .Besides labor, does the Firm normally bill/invoice the following as direct contract/project costs? (Select all that apply) Vehicle Shipping Computer/CADD Lab Printing Travel x Specialty Equipment Other (List below) (List below) 12. Are mileage logs maintained for all vehicles? If no, please explain below. Explanation Mileage is tracked for personal vehicle use Where is the vehicle stored after work? 1738 N. Adoline, Fresno, CA 93705 Does employee use vehicle for personal use? Yes x No What is the recovery/billing rate used for Firm or personal vehicle mileage reimbursement? $ current IRS Rate_ 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 Mary Baloian Signature (Electronic Signature Allowed) Title Principal Archaeologist Date Completed January 23, 2023 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 California Safe Harbor Indirect Cost Rate Program Consultant Firm Certification of Eligibility and Certification of Financial Management System Consultant Firm Name Pinon Heritage Solutions LLC Local Agency (if applicable) State of California Department of Transportation Contract Number / Federal Project Number For Subconsultant Firms - estimated % of work to be performed % Safe Harbor Indirect Cost Rate (SHR): Home: 1207 and/or Field: 907 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 I: 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 Elizabeth A. Bagwell, PhD, RPA Signature (Electronic Signature Allowed) r Title Owner and Principal Date Completed January 24, 2023 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 Pinon Heritage Solutions LLC Firm Headquarters Address 3733 East Pacific Ave. Sacramento, CA 95820 Accounting Records 2870 Gold Tailings Ct, • Location where Accounting records are held Rancho Cordova, CA 95670 • Name and Title Kristie Kotaska - Accountant and CEO • Email and Phone kkotaska@veritasacct.com 916.854.4584 • Mailing Address 2870 Gold Tailings Ct, Rancho Cordova, CA 95670 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 x 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 _ S Corporation Other Single Member LLC 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 Design Engineering Surveying Feasibility Studies Mapping or Architectural Related Services Other Environmental Consulting and Cultural Resources 3. Does the Firm have prior government contracting experience? Yes x No Company worked for Lassen Volcanic National Park, Caltrans Region 1 ,23 - 03A3163 4. Does the general ledger contain separate direct and indirect accounts for the following? Labor Yes x No Non-Labor Yes x No See Attached 5. Does the company have a system in place to identify and remove form the indirect cost pools all unallowable cost? Yes x No See Attached 6. Does the firm assign a unique identification/project number in your accounting system for each contract/project? See Attached 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 See Attached 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? See Attached Accounting Yes x No Overtime Yes x No Billing Yes x No Direct/Indirect Expenses Yes No x Timesheet Preparation Yes x No Prevailing Wage Yes No x Does not apply. Bonus Does not apply. Yes No x 9. What types of employee status will the Firm provide for this contract? Non-exempt x Exempt-salaried Exempt-hourly Contract Employee Other LLC Member/ Owner- not an employee 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 x Shipping x Computer/CADD x Lab x Printing x Travel x Specialty Equipment x Other (List below) x (List below) GPS units, tablets with GPS Record searches, xerox and digital copies of documents and images 12. Are mileage logs maintained for all vehicles? If no, please explain below. Explanation No. Incurred by reimbursement to employees for use of personal vehicles. Where is the vehicle stored after work? No company owned vehicles. Does employee use vehicle for personal use? Yes x No What is the recovery/billing rate used for Firm or personal vehicle mileage reimbursement? $ $0.655 per mile SHR Form Revised 9/25/2020 6 California Safe Harbor Indirect Cost Rate Program I certify that to the best of my knowledge and belief the responses to this questionnaire are accurate. Print Name Elizabeth A. Bagwell, PhD, RPA Signature �� (Electronic Signature Allowed) Title Owner and Principal - Date Completed January 24, 2023 Note: The certification of this Safe Harbor Rate was made by, and are the responsibility of, the Company's management. SHR Form Revised 9/25/2020 7 Ca lifo rn is Sa fe Ha rb o r Ind ire c t Cost Rate Pro g ra m C o n s u lta n t Firm C e rtific a do n o t Elig ib ility a n d C e rtific a do n o t Fin a n c is l Management System Consultant Firm Name Paleo Analytics, LLC LocalAgency (if applicable) Contract Number/ FederalProject Number Contract Total$ ForSubconsultantFinns — estimated % of work to be performed % Safe Ha rb o r Ind ire c t Cost Rate (SHR): Home : 120% and/or Field: 90% Field SHRwillbe utilized for contracts where the work deliverable s are notcompleted from the consultant offices (ie . Construction Inspection, MaterialTesting, Sources Inspection, o the rs). C o n su lta n t Firth C e rtific a do n o t Elig ib ility 1, the undersigned, certify that Iam eligible to use the Safe Harbor indirect cost rate as l: 1. Am not a Prime Consultant Firm on a Caltrans contract > $3.5M, or LocalGovernment contract > $1M, regardless of the participation amount. 2. Have not used SHRformore than three (3) years since entering the program on a state orfederally funded contract. AND 1. Do nothave relevant contract cost history to use asa base fordeveloping a Federal Acquisition Regulations (FAR) of Title 48, Code of FederalRegulations (CFR), Part 31 compliant IC R 2. Do not have a previously accepted ICRby a cognizant agency, orwith an audited/accepted actualICR, and do not have an existing contract with a provisional rate . Certification offinancial Management System I, the undersigned, certify that ourfmancialmanagement system in place forthis contract and moving forward meets the standards forthe Safe Harbor indirect cost rate requirements and financialreporting, accounting records, internaland budget controlas set forth in 2 CFR 200, Sub paA D. These sta nd a rd s re quire consulting firms have an accounting system SHRFonn Revised 9/25/2020 1 Ca lifo rn is Sa fe Ha rb o r Ind ire c t Cost Rate Pro g ra m adequate to accumulate, and trackallowable, allocable, and reasonable direct laborand otherdirect costsby contract; segregate indirect costs and remove unallowable costs. Print Name Rebecca M. Harro Signature President (Electronic Signature Allowed) Digitally signed by Rebecca McKim Harro 0 DIN:cn=Rebecca McKim Harro,o=Paleo Analytics,LLC,ou, Rebecca McKim Harr Tit le email=rmckim@paleoanalytics.com,c=US Date:2022.07.18 16:49:36-07'00' Date Completed 7/18/2022 Note : The certification ofthis Safe Harbor Rate wasmade by, and are the responsibility of, the Company's management. Definition ofTerms 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 asmaterialorlabor. Costs identified specifically with a contract are direct costs ofthat contract. Allcosts identified with other finale ost objectives ofthe contractor are direct costs of those o b je c tive s, 48 C FR 31.202. Indirect oroverhead cost is any cost that is not directly identified with a single finalcost objective but is identified with two ormore finalcost objectives orwith at least one intermediate cost objective, 48 CFR31. 203. References Title 48 Code of FederalRegulations (CFR) Part 31 -Federalcost principles. Title 48 CFRChapter99, SubchapterB- ProcurementPracticesand Cost Accounting Standards. Title is 2 CFR200 Subpart D, Standards forFinancialand Program Management. Title 23 United States Code (U.S.C.), Chapter 1, Section 112 - Letting of Contracts. Title 23 CM Chapter 1, Part 172 - Procurement, Management, and Administration of Engineering and Design Related Services. American Association ofState Highway and Transportation Officials (AASHTO) Uniform Audit & Accounting Guide (2016 Edition). SHRForm Revised 9/25/2020 2 California Safe Harbor Indirect Cost Rate Program Caltrans Contract Wparticipating on a Caltrans Contract, also attach a completed copy ofthe following Safe Harbor Indirect Cost Rate Questionnaire for Evaluating Consultant Firm's Financial Management System. SHRForm Revised 9/25/2020 3 Ca lifo rn is Sa fe Ha rb o r Ind ire c t Cost Rate Pro g ra m Questionnaire for Evaluating ConsultantFirm 's Financial Management Syste m Consultant Firm Name Paleo Analytics, LLC Firm Headquarters Address 614 East Foster Avenue Coeur d'Alene, ID 83814 Accounting Records • Location where Accounting records are held Firm Headquarters • Name and Title Rebecca McKim Harro, President • Finailand Phone rmckim@paleoanalytics.com • Mailing Address 614 East Foster Avenue Coeur d'Alene, ID 83814 To be eligible for Safe Harbor indirect cost rate (SHR), the ConsuhantFirm'sfmancial management system must be adequate to accumulate and track direct laborand other direct costs by contract, segregate indirect costs, and remove unallowable costs in accordance with 48 CFR31 forthe different business segments. Instructions 1. Answerallquestionsand provide an explanation and additional supporting documentation where requested. 2. Wadditionalspace is required, please attach a separate sheet and referto items being answered by number. Has the Firm developed an indirect cost rate in the past? Yes No X F"Ye s", you are NOTELIGIBLEto use the SHR. DO NOTCONTINUEwith this Questionnaire and please complete the AASHTO AppendixBICQ and provide an ICRSchedule. Isthe Firm a Prime Consultant Firm on Caltrans contract > $3.5M Yes No X OrLocalGovemment contract > $1M, regardless of the participation Amount? V"Ye s", you are NOTELIGIBLEto use the SHR. DO NOTCONTINUEwith this Questionnaire and please complete the AASHTO AppendixBICQ and provide an AUDITED ICRReport. SHRForm Revised 9/25/2020 4 California Safe Harbor Indirect Cost Rate Program 1. What form ofbusiness entity is the Firm? Sole Prop tie to rsh ip Partnership X C Corporation _ S C o rp o ra do n Other 2. What types of services willthe Firm provide forthis contract? (Select allthat apply.) Architecturaland Engineering Services Program Management Pre Em in a ry Engineering Design En g in e e rin g Surve ying Fe a sib Ity Stud ie s Mapping o r Arc hire c tura 1 Re la to d Services Other Archaeological Studies 3. Does the Firm have priorgovernment contracting experience? Yes X No 4. Doe sthe genera lledgercontain separate direct and indirect ac counts forthe following? Ia b or Ye s X No Non-Labor Ye s X No 5. Does the company have a system in place to identify and remove form the indirect cost pools allunallowable cost? Yesx No 6. Doesthe firm assigna unique identification/project number in your a ccounting system for each contract/project? Ye s X No 7. Is indirect and direct labor separated by contract/project/cost objective son employee tim e she e ts with unique reporting codes? Ye s X No SHRForm Revised 9/25/2020 5 Ca lifo rn is Sa fe Ha rb o r Ind ire c t Cost Rate Pro g ra m 8. Do you have written policies on the following cost categories? Accounting Yes X No Overtime Yes No X Billing Ye s X No Dire c t/Ind ire c t Exp e n se s Ye s X No Timesheet Preparation Yes X No Prevailing Wage Yes X No Bonus Yes No X 9. What types of employee status willthe Firm provide forthis contract? Non-exempt Exempt-salaried Exempt-hourly Contract Employee X Other 10.Doesthe Firm pay overtime for exempt employees? Ye s No X I I.Be sides labor, does the Firm normallybill/invoice the following as direct contract/project costs? (Select allthat apply) Ve h is le Ship X �p in� g Computer/CADD Lab Printing Tra ve 1 SpecialtyEquipment 0 the r(List be low) (List b e to w) 12. Are mileage logs maintained forallvehicles? Yno, please explain below. Exp la n a do n N/A Where isthe vehicle stored afterwork? Doesemployee use vehicle forpersonaluse? Yes No Whatisthe recovery/billing rate used forFirm orpersonalvehicle mileage reimbursement? $ permile SHRForm Revised 9/25/2020 6 Ca lifo rn is Sa fe Ha rb o r Ind ire c t Cost Rate Pro g ra m Icertify that to the best ofmy knowledge and beliefthe responsesto this questionnaire are accurate . Print Name Rebecca McKim Harro Signature President (Electronic Signature Allowed) Digitally signed by Rebecca McKim Harro 0DN:cn=Rebecca McKim Harro,o=Paleo Analytics,LLC,ou,Rebecca McKim nrremail=mckim@paleoanalytis.com,c=USTtle Date:2023.01.25 12:58:01-08'00' Date Completed 01/25/2023 Note : The certification ofthis Safe Harbor Rate wasmade by, and are the responsibility of, the Company's management. SHRForm 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: Date: Job Title: (2)Company/Agency Name and Address: "N /All (3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a): (5)Authorized Signature Signature: Date: Sub Consultants Mary Clark Baloian, Ph.D., RPA 15189 Subconsultant, Prehistoric and Historic Archaeology, Regulatory Compliance Mary Clark Baloian will provide support services to Applied EarthWorks' team as a subconsultant. Ms. Baloian officially retired from Applied EarthWorks in 2020 but has continued to support Fresno based projects on an as-needed basis.Dr. Baloian's 30 years of professional experience includes project management,research design, data acquisition, laboratory direction and analysis, and preparation of technical reports and compliance documents. As Principal Archaeologist she has managed cultural resource management for projects throughout the San Joaquin Valley. A number of these projects have been transportation improvements implemented under the California Department of Transportation (Caltrans)Local Assistance Program.With her extensive experience and background, she is well versed in preparation of Caltrans environmental documents, able to identify the components and requirements of a project, and will assist Applied EarthWorks team with QA/QC review of technical documents. Pinion Heritage, LLC Subconsultant, Prehistoric and Historic Archaeology, Architectural History Pinon Heritage Solutions LLC (Pinon)is a new business built on the broad range of experience held by our senior staff. Pinon is a certified Small/Micro Business Enterprise(SBE),Women Business Enterprise, (WBE), and Disadvantaged Business Enterprise(DBE)that provides high-quality Cultural Resource services. Our professional experience extends nearly 30 years in the fields of Archaeology,Architectural History,Historic Preservation and Anthropology.Pinon was founded in 2018 by Elizabeth A. Bagwell, PhD,RPA. Prior to that time, she spent 9 years developing a growing cultural resources team at Aspen Environmental Group. Pinon offers construction monitoring,historical research,built environment and archaeological surveys, and preparation of the associated technical reports. Pinon staff is known for attention to detail and high-quality written documents,which require little or no revisions in response to agency comments. Paleo Analytics, LLC Subconsultant, Lithic and Faunal Analysis Paleo Analytics,LLC, a certified Disadvantaged Business Enterprise,is an archaeological materials analysis firm specializing in the interpretation of lithic and faunal assemblages for private cultural resource management consulting firms, government agencies, and university contracting arms. Principals Rebecca McKim and Douglas Harro each have more than 30 years experience in these fields. They spent many years working in California as technical specialists for Applied EarthWorks and have analyzed site collections from across the state,including the Sierra Nevada, Central Valley, Coast Ranges, Southern California deserts, and the Modoc Plateau. Paleo Analytics qualifies as both a WOSB (Woman Owned Small Business) and an EDWOSB (Economically Disadvantaged Woman Owned Small Business 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 Appendix J Local Assistance Procedures Manual EXHBIT 10-1 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 Appendix K Local Assistance Procedures Manual 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: Applied EarthWorks, Inc. 6. Prime Certified DBE: ❑ 7.Total Contract Award Amount: On-call 8.Total Dollar Amount for ALL Subconsultants: 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 "N /X 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 % 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. 23.Local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date 559-229-1856 x112 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18.Phone 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 Manual EXHBIT 10-Q Disclosure of Lobbying Activities EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application ❑ a. initial b. grant b. initial award ❑ b. material change c. cooperative agreement c. post-award d. loan 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 "N /All 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: 559-229-1856 x112 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any President/CFO 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 ti Date July 26, 2022 Printed Name Brian K. Kello 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) S ignature Date Printed Name of Applicant's Attorney