HomeMy WebLinkAboutP&P_Agmt-#SA-19-04.pdf
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Director of Public Works and Planning or his/her designee (hereinafter referred to as “the DIRECTOR”);
and WHEREAS, the individual listed below
Matthew Kemp, Vice President/Principal-in-Charge
286 West Cromwell Avenue
Fresno, CA 93711
(559) 449-2700
mkemp@ppeng.com
is designated as the CONSULTANT’S PROJECT MANAGER for the AGREEMENT, and shall remain
so unless the CONSULTANT requests and the DIRECTOR approves, in writing, a change of the
CONSULTANT’S PROJECT MANAGER, for which approval will not be unreasonably withheld; and
WHEREAS, said AGREEMENT is subject to 49 Code of Federal Regulations (hereinafter
referred to as “49 CFR”), Part 26 Participation by Disadvantaged Business Enterprises in Department
of Transportation Financial Assistance Programs, Disadvantaged Business Enterprise programs
established by other federal agencies and/or the COUNTY’S Disadvantaged Business Enterprise
Program (all of which are hereinafter referred to as "DBE PROGRAM(S)"),
NOW, THEREFORE, in consideration of the promises and covenants set forth herein, the above
named parties agree as follows:
I. GENERAL PROVISIONS
A. The COUNTY hereby contracts with the CONSULTANT as an independent contractor to
provide engineering staff augmentation services on an as-needed, on-call basis. Said services are
described generally in Article II and more specifically enumerated in Article III herein.
B. The CONSULTANT'S services shall be performed in a manner consistent with
professional skill and the orderly progress of the assignments, based on schedules for each specific
assignment mutually agreed upon in advance by the CONTRACT ADMINISTRATOR and the
CONSULTANT.
C. The CONSULTANT’S PROJECT team staff shall be as listed in Appendix A, attached
hereto and incorporated herein. Any substitutions of personnel must be approved in advance by the
CONTRACT ADMINISTRATOR, for which approval shall not be unreasonably withheld. The
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CONSULTANT shall notify the CONTRACT ADMINISTRATOR of the name(s) and classification(s) of
employees proposed for each specific assignment and shall not reassign such employees to other
projects of the CONSULTANT without notification to and prior approval by the CONTRACT
ADMINISTRATOR.
D. The CONSULTANT may retain, as subconsultants, specialists in such engineering
disciplines (including, but not limited to, structural, mechanical, transportation, environmental, water
resources, electrical, surveying and geotechnical) as the CONSULTANT desires to have available to
provide services hereunder. All subconsultants used by the CONSULTANT shall be approved in
writing by the CONTRACT ADMINISTRATOR before they are retained by the CONSULTANT, which
approval shall not be unreasonably withheld. The subconsultants listed in Appendix B, attached hereto
and incorporated herein, shall be considered as approved by the CONTRACT ADMINISTRATOR.
Should the CONSULTANT retain any subconsultants, the maximum amount of compensation to be
paid to the CONSULTANT under Article VI below shall not be increased. Any additional compensation
to be paid to the CONSULTANT for such subconsultants’ work shall be limited to administrative time
spent by CONSULTANT in administering and overseeing the work. Additional fees other than those
hourly rates for subconsultant oversight defined in the fee proposal shall not be reimbursed.
E. The CONSULTANT and affiliated subconsultants shall not submit bids, or sub-bids, for
the contract construction phase of any PROJECT. The CONSULTANT and its subconsultants, and all
other service providers, shall not provide any PROJECT-related services for, or receive any PROJECT-
related compensation from any construction contractor, subcontractor or service provider awarded a
construction contract (hereinafter referred to as “contractor”) for all or any portion of the PROJECT(S)
for which the CONSULTANT provides services hereunder. The CONSULTANT, its subconsultants,
and all other service providers, may provide services for, and receive compensation from a contractor
who has been awarded a construction contract for all or any portion of the PROJECT(S), provided that
any such services which are rendered, and any compensation which is received therefor, relates to
work outside the scope of the AGREEMENT and does not pose a conflict of interest.
F. Any subcontract in excess of $25,000 entered into as a result of the AGREEMENT, shall
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contain all the provisions stipulated in the AGREEMENT to be applicable to subconsultants.
G. The CONSULTANT is responsible for being fully informed regarding the requirements of
49 CFR, Part 26 and the CALTRANS Disadvantaged Business Enterprise program developed pursuant
to the regulations, as detailed in Appendix C, attached hereto and incorporated herein.
II. DESCRIPTION OF THE WORK COVERED BY THE AGREEMENT
A. The work to be performed by the CONSULTANT under the AGREEMENT includes on-
call professional engineering staff augmentation services under Article III for various COUNTY
PROJECTS, including but not limited to, general civil and transportation engineering, structural
engineering, geotechnical engineering and materials testing, water resources engineering, electrical
and control systems engineering, and surveying. Work on roads and bridges shall be done in
accordance with American Association of State Highway and Transportation Officials (AASHTO)
requirements for applicable structures. All projects funded wholly or in part by CALTRANS must
conform to all requirements imposed in connection therewith by CALTRANS and the Federal Hig hway
Administration (FHWA) as contained in Section 11 of CALTRANS LAPM Volume 1.
B. The CONSULTANT agrees to provide engineering or technical staff, as applicable, that
are necessary for each assignment when expressly authorized in writing by the CONTRACT
ADMINISTRATOR. Work by the individual provided by the CONSULTANT for each assignment shall
not begin until the CONSULTANT has received a written Notice to Proceed from the CONTRACT
ADMINISTRATOR authorizing the necessary service, agreed upon fee, and scope of work.
III. CONSULTANT'S SERVICES
The CONSULTANT shall submit proposals in response to requests issued by the CONTRACT
ADMINISTRATOR on an assignment-by-assignment basis. The CONSULTANT’S proposal at a
minimum shall include, but not be limited to, staff qualifications, completed federal forms and a sealed
cost proposal indicating hourly rates and associated incidental fees, if any. The CONSULTANT agrees
that each professional or other individual performing work on any such PROJECT(S) shall be
adequately trained to perform the work and shall possess the proper license, certification or registration
as required by law or by accepted standards of the applicable profession; provided, however, that
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unlicensed individuals having adequate experience may be acceptable for certain PROJECTS as
determined by the CONTRACT ADMINISTRATOR. The CONSULTANT agrees to provide staff to
perform the professional services that are necessary to complete the following tasks when expressly
authorized in writing by the CONTRACT ADMINISTRATOR:
A. Project Design Services – provide complete designs and produce biddable plan sets and
accompanying Caltrans-based specifications for various projects using Civil 3D software. The projects
include:
1. Road reconstruction projects
2. Congestion mitigation air quality shoulder improvement projects
3. Hot mix asphalt overlay projects
4. Road projects employing in-situ reclamation processes
5. Bituminous seal coats and slurry seals
6. Bridge rehabilitation
7. Bridge replacement
8. Bridge scour mitigation
9. Water system projects
10. Wastewater system projects
11. Landfill Projects
B. Project Management Services – provide comprehensive project management services
for any category of projects listed hereinabove. Project management services may be provided in
conjunction with the projects under design by COUNTY staff, by the CONSULTANT’S staff pursuant to
this AGREEMENT, or by various consultants retained by the COUNTY. Project Management includes:
1. Scheduling and programming – preparing, updating, and managing project
schedules
2. Designer oversight – coordination with individuals or firms designing various
projects
3. Review of designer’s work product for constructability
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4. Review of designer’s work product for conformance with design standards
5. Provide coordination between designer and real property acquisition staff and/or
consultants, including eminent domain processes
6. Review of utility relocations plans
7. Coordination with utility companies.
8. Coordination with irrigation districts
9. Coordination with environmental and permitting agencies
10. Coordination with reviewers
C. Engineering support services
1. Provide technical data for the preparation of various Caltrans funding paperwork
2. Provide technical data for the preparation of various permit applications
3. Provide technical data for the preparation of cooperative agreements
4. Provide technical data for the preparation of utility agreements
5. Prepare and stamp legal descriptions for the acquisition of right of way
6. Conduct meetings with property owners regarding projects
7. Review of existing designs for compliance with development plans
8. Provide presentation materials for the Board of Supervisors to be presented by
COUNTY staff
9. Prepare various tables, maps, charts and diagrams
10. Provide technical support for request for proposal processes
11. Serve as a plan checker and independent quantity checker
D. Transportation Planning Services
1. Review and comment on traffic impact studies
2. Determine appropriate mitigation for the construction of new development
3. Attend meetings with developer representative to discuss traffic impact studies
4. Attend Planning Commission and Board of Supervisors meetings to represent
the Department regarding traffic impact studies and mitigation
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E. Road Maintenance and Operations Division Services
1. Right-of-way vacations – periodically, it is desired that the COUNTY dispose of
excess COUNTY right-of-way through the process known as “vacation” in accordance with California
Streets and Highways Code 8300-8336. Staff Augmentation is desired to assist in preparation of the
associated paperwork and documentation.
2. Encroachment Permit Inspections – The COUNTY issues encroachment permits
for other entities to perform work within its right-of-way, and it is required that field inspections be
performed to ensure that such construction is carried out in a manner that is safe and which is
consistent with COUNTY Standards. Staff Augmentation is desired to perform such field inspections
and to prepare associated paperwork and documentation.
3. Traffic Survey Requests – In response to concerns noted by the public or by
other entities, the COUNTY investigates traffic control devices and traffic conditions at identified
locations to determine if remedial action is warranted to address a particular issue. Staff Augmentation
is desired to address traffic survey requests, which would involve performing fieldwork and associated
analysis and providing recommendations.
4. Traffic Census – The COUNTY performs traffic counts at various locations and
staff augmentation is desired to assist with such work.
5. Pavement Condition Index Field Reviews – The COUNTY maintains a pavement
management system and requires staff augmentation to assist with review and data collection in the
field.
IV. OBLIGATIONS OF THE COUNTY
The COUNTY will:
A. Issue task orders on an assignment-by-assignment basis. Task orders will at a minimum
include a description of the assignments to be performed and the anticipated duration of the
assignments.
B. Provide a work station and basic work tools and supplies such as computers, printers,
calculators, paper and various office supplies. Parking charges will not be reimbursed by the COUNTY.
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C. Compensate the CONSULTANT as provided in the AGREEMENT.
D. Provide, as to each PROJECT, designated COUNTY management staff, including the
member of COUNTY staff who will be the Engineer-in-Responsible Charge for that PROJECT, who
together shall be responsible to assign work and oversee the work of CONSULTANT’s staff on a day-
to-day basis.
E. Provide an individual CONTRACT ADMINISTRATOR to serve as a representative of the
COUNTY who will coordinate and communicate with the CONSULTANT, to the extent appropriate, to
facilitate the CONSULTANT’S performance of its obligations in accordance with the provisions of the
AGREEMENT.
F. Give reasonably prompt consideration to all matters submitted for approval by the
CONSULTANT to the end that there will be no substantial delays in the CONSULTANT’S program of
work. An approval, authorization or request to the CONSULTANT given by the COUNTY will be
binding upon the COUNTY under the terms of the AGREEMENT only if it is made in writing and signed
on behalf of the COUNTY by the CONTRACT ADMINISTRATOR.
V. TERM OF AGREEMENT / PERFORMANCE PERIOD
A. The term of this AGREEMENT shall be for a period of two (2) years, commencing upon
execution by the COUNTY, through and including the second anniversary of the execution date. This
AGREEMENT may be extended for no more than one additional twelve-month period, in order to
complete work on pending Task Orders, upon written approval of both parties prior to the end of the
initial two-year term. The DIRECTOR or his or her designee is authorized to execute such written
approval on behalf of the COUNTY based on CONSULTANT’S satisfactory performance.
B. The CONSULTANT shall commence work on each PROJECT promptly after receipt of a
notice to proceed issued by the CONTRACT ADMINISTRATOR. The period of performance for each
specific PROJECT shall be in accordance with the Task Order for that PROJECT. If work on a Task
Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall
be extended by AGREEMENT amendment prior to the expiration of the contract to cover only the time
needed to complete the Task Order in progress. The maximum term of the AGREEMENT shall not
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exceed three (3) years.
VI. ALLOWABLE COSTS AND PAYMENTS UNDER THIS AND OTHER RELATED ON-CALL
STAFF AUGMENTATION SERVICES CONSULTANT AGREEMENTS
A. Maximum Cumulative Amount Available for Payment Under This Agreement and the
Other Related Staff Augmentation Services Consultant Agreements:
1. COUNTY has or will enter into eight (8) separate agreements (“Staff
Augmentation Services Consultant Agreements, hereinafter referred to “SA Agreements”), including
this AGREEMENT, for performance of the Scope of Services identified in Article III hereinabove. The
other SA Agreements are to be entered into by COUNTY with the other seven (7) consultant firms
listed, together with CONSULTANT, on the list of engineering consultant firms attached hereto as
Exhibit 1. The total amount payable by COUNTY for all of the SA Agreements combined shall not
exceed a cumulative maximum total value of Two Million, Eight Hundred Thousand Dollars
($2,800,000) (“NTE Sum”).
2. It is understood and agreed that there is no guarantee, either expressed or
implied that this cumulative maximum total dollar amount of Two Million, Eight Hundred Thousand
Dollars ($2,800,000) will be authorized under the SA Services Consultant Agreements through Task
Orders. It is further understood and agreed that there is no guarantee, either expressed or implied that
any Task Order will be assigned to CONSULTANT or that CONSULTANT will receive any payment
whatsoever, under the terms of this AGREEMENT. Each time a Task Order is awarded under any of
the SA Agreements, the COUNTY shall send written notification to CONSULTANT and each of the
other consultants that entered into the SA Agreements. The notice shall identify the total funds
allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum.
CONSULTANT acknowledges and agrees that COUNTY shall not pay any amount under this
AGREEMENT that would exceed the NTE Sum, and Consultant shall not enter into a Task Order that
exceeds the NTE Sum.
B. Total Fee:
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1. Subject to and consistent with the provisions of the immediately preceding Article
VI, Section A, the Total Fee for the services required under this AGREEMENT, shall not exceed the
total sum of Two Million, Eight Hundred Thousand Dollars ($2,800,000) over the entire term of this
AGREEMENT. Compensation for the services rendered shall be computed at the hourly and cost rates
shown in Appendix D, subject to any adjustments that may be approved in accordance with Article VI,
Section B, Paragraph 3.
2. The hourly and cost rates listed herein for services rendered by the
CONSULTANT and subconsultants shall remain in effect for the entire duration of the AGREEMENT
unless adjusted in accordance with the provisions of Article VI, Section B, Paragraphs 3 or 5.
3. The hourly rates paid for services performed by the CONSULTANT and by
subconsultants of the CONSULTANT and the rates for expenses incidental to the CONSULTANT’S and
any subconsultant’s performance of services may be adjusted no more than once annually for inflation,
in accordance with the following provisions: the CONSULTANT may request new labor rates and new
rates for expenses incidental to the CONSULTANT’S and any subconsultant’s performance of services
subject to written approval of the CONTRACT ADMINISTRATOR in accordance with the provisions of
this Article VI, Section B, Paragraph 3. The CONSULTANT shall initiate the rate adjustment process by
submitting to the CONTRACT ADMINISTRATOR a proposed adjusted fee schedule. The proposed
adjusted fee schedule shall include proposed hourly rates for all categories of the CONSULTANT and
subconsultants wage classifications and proposed rates for incidental expenses listed in Appendix D.
The proposed adjusted fee schedule shall not take effect unless approved in writing by the CONTRACT
ADMINISTRATOR. The CONSULTANT hereby acknowledges its understanding that approval by the
CONTRACT ADMINISTRATOR of any upward adjustment in the hourly and cost rates shall not provide
a basis for any increase in the total fee of $2,800,000, as set forth in Article VI, Section B, Paragraph 1.
4. Expenses incidental to the CONSULTANT’S and any subconsultant’s
performance of services under Article III of the AGREEMENT shall be charged at the rates listed in
Appendix D, subject to any adjustments that may be approved in accordance with Article VI, Section B,
Paragraphs 3 or 5. Unless incorporated in an adjusted fee schedule approved by the CONTRACT
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ADMINISTRATOR in accordance with Article VI, Section B, Paragraphs 3 or 5, all other expenses
incidental to the CONSULTANT’S and any subconsultant’s performance of the services under Article III
of the AGREEMENT that are not listed in Appendix D shall be borne by the CONSULTANT.
5. Notwithstanding any other provisions in the AGREEMENT, the CONTRACT
ADMINISTRATOR may, at any time, authorize in writing the revision of the CONSULTANT’S or any
subconsultant’s list of rates for incidental expenses to include additional categories of such expenses if,
in the opinion of the CONTRACT ADMINISTRATOR, such revision is necessary to facilitate the
CONSULTANT’S performance of the PROJECT(S).
C. Payments:
1. Progress payments will be made by the COUNTY upon receipt of the
CONSULTANT'S monthly invoices and approval by the CONTRACT ADMINISTRATOR thereof based
on the CONTRACT ADMINISTRATOR’S evaluation of actual number of hours worked by
CONSULTANT’s staff; provided, however, that CONSULTANT’s staff shall be entitled to two, paid
twenty-minute breaks for each eight-hour workday. Invoices shall clearly identify the staff member and
the number of hours spent working on each assignment and the date(s) on which the work was
performed, and shall be submitted with the documentation identified in Article VI, Section C, Paragraph
4. Invoices shall be forwarded electronically to: PWPBusinessOffice@co.fresno.ca.us
2. Upon receipt of a proper invoice, the CONTRACT ADMINISTRATOR will take a
maximum of ten (10) working days to review, approve, and submit it to the COUNTY Auditor-
Controller/Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices will be returned to the
CONSULTANT for correction and resubmittal. Payment will be issued to the CONSULTANT within
forty (40) calendar days of the date the Auditor-Controller/Treasurer-Tax Collector receives the
approved invoice.
3. An unresolved dispute over a possible error or omission may cause payment of
the CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
4. Concurrently with the invoices, the CONSULTANT shall certify (through copies of
issued checks, receipts, or other COUNTY pre-approved documentation) that complete payment,
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except as otherwise specified in Article VII, has been made to all subconsultants as provided herein for
all previous invoices paid by the COUNTY. However, the parties do not intend that the foregoing create
in any subconsultants or sub-contractor a third party beneficiary status or any third party beneficiary
rights, and do hereby expressly disclaim any such status or rights.
5. Final invoices shall be submitted to CONTRACT ADMINISTRATOR no later than
thirty (30) days after the PROJECT is completed. Final payments shall not be made until the COUNTY
confirms that all services for the PROJECT are completed.
6. In the event the DIRECTOR reduces the scope of the CONSULTANT’S work
under the AGREEMENT for a specific PROJECT (or discontinues a specific PROJECT), whether due
to a deficiency in the appropriation of anticipated funding or otherwise, the CONSULTANT will be
compensated on a pro rata basis for actual work completed and accepted by the DIRECTOR in
accordance with the terms of the AGREEMENT.
VIII. TERMINATION
A The AGREEMENT may be terminated without cause at any time by the COUNTY upon
thirty (30) calendar days’ written notice. If the COUNTY terminates the AGREEMENT, the
CONSULTANT shall be compensated for services satisfactorily completed to the date of termination
based upon the compensation rates and subject to the maximum amounts payable as agreed to in
Article VI, together with such additional services satisfactorily performed after termination which are
expressly authorized by the COUNTY to conclude the work performed to date of termination.
B. If the CONSULTANT purports to terminate the AGREEMENT, or otherwise refuses to
perform pursuant to the AGREEMENT, for reasons other than material breach by the COUNTY, the
CONSULTANT shall reimburse the COUNTY, up to a maximum of $10,000 for the actual expense of
issuing a Request For Proposal (RFP), engaging a new consultant, and the new consultant’s cost in
becoming familiar with the previous CONSULTANT’S work. The COUNTY’S entitlement to such
reimbursement shall in no way be construed as a limitation on other damages that may be recoverable
by the COUNTY as a result of the CONSULTANT’S termination, in breach of its obligations hereunder.
C. The COUNTY may immediately suspend or terminate the AGREEMENT in whole or in
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part, where in the determination of the COUNTY there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of the AGREEMENT;
3. A substantially incorrect or incomplete report submitted to the COUNTY;
4. Improperly performed service.
D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of
any breach of the AGREEMENT or any default which may then exist on the part of the CONSULTANT,
nor shall such payment impair or prejudice any remedy available to the COUNTY with respect to the
breach or default. The DIRECTOR shall have the right to demand of the CONSULTANT the repayment
to the COUNTY of any funds disbursed to the CONSULTANT under the AGREEMENT, which, in the
judgment of the DIRECTOR and as determined in accordance with the procedures of Article XVI, were
not expended in accordance with the terms of the AGREEMENT. The CONSULTANT shall promptly
refund any such funds upon demand.
E. The terms of the AGREEMENT, and the services to be provided thereunder, are
contingent on the approval of funds by the appropriating government agency. Should sufficient funds
not be allocated, the services provided may be modified, or the AGREEMENT terminated at any time
by giving the CONSULTANT thirty (30) days advance written notice. In the event of termination on the
basis of this Paragraph, the CONSULTANT’S entitlement to payment, in accordance with the payment
provisions set forth hereinabove, shall apply only to work performed by the CONSULTANT prior to
receipt of written notification of such non-allocation of sufficient funding.
F. In the event of termination, CONSULTANT shall be compensated as provided for in this
AGREEMENT, except as provided in Article XII, Section C. Upon termination, the COUNTY shall be
entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies,
analyses, drawings and data estimates performed to that date, whether completed or not.
IX. FUNDING REQUIREMENTS
A. It is mutually understood between the parties that the AGREEMENT may have been
written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of
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both parties, in order to avoid program and fiscal delays that would occur if the AGREEME NT were
executed after that determination was made.
B. The AGREEMENT is subject to any additional restrictions, limitations, conditions, or any
legislation enacted by the Congress, State Legislature or the COUNTY Board of Supervisors that may
affect the provisions, terms, or funding of the AGREEMENT in any manner.
C. It is mutually agreed that if sufficient funds are not appropriated, the AGREEMENT may
be amended to reflect any reduction in funds.
D. The COUNTY has the option to void the AGREEMENT under the 30-day cancellation
clause, or to amend the AGREEMENT by mutually acceptable modification of its provisions to reflect
any reduction of funds.
X. CHANGE IN TERMS
A. The AGREEMENT may be amended or modified only by mutual written agreement of
both parties. Except as provided in Article V, Section A, any such written amendment to the
AGREEMENT may be approved on the COUNTY’s behalf only by its Board of Supervisors.
B. The CONSULTANT shall only commence work covered by an amendment after the
amendment has been fully executed and written notification to proceed has been issued by the
CONTRACT ADMINISTRATOR.
XI. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
A. The CONSULTANT must give consideration to Disadvantaged Business Enterprise
(hereinafter referred to as “DBE”) firms as specified in 23 Code of Federal Regulations (hereinafter
referred to as “CFR”) Section 172.5(b), and in 49 CFR, Part 26. The CONSULTANT must meet the
DBE goal established for PROJECTS by using DBEs as subconsultants or document a good faith effort
to have met the goal. If a DBE subconsultant is unable to perform, the CONSULTANT must make a
good faith effort to replace him/her with another DBE subconsultant if the goal is not otherwise met.
B. The CONSULTANT is responsible for being fully informed regarding the requirements of
Title 49 CFR, Part 26 and CALTRANS’ Disadvantaged Business Enterprise program developed
pursuant to the regulations, as detailed in Appendix C, Notice to Proposers DBE Information, attached
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hereto and incorporated herein.
C. A DBE subconsultant may be terminated only with written approval by the CONTRACT
ADMINISTRATOR and only for reasons specified in 49 CFR Section 26.53(f). Prior to requesting the
CONTRACT ADMINISTRATOR consent for the proposed termination, the CONSULTANT must meet
the procedural requirements specified in 49 CFR Section 26.53(f).
XII. COST PRINCIPLES
A. The CONSULTANT agrees that the Contract Cost Principles and Procedures, Title 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to
determine the allowability of cost for individual items.
B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2
CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards.
C. Any costs for which payment has been made to the CONSULTANT that are determined
by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to
repayment by the CONSULTANT to the COUNTY.
XIII. COVENANT AGAINST CONTINGENT FEES
A. The CONSULTANT warrants, by execution of the AGREEMENT, that the
CONSULTANT has not employed or retained any company or person, other than a bona fide employee
working for the CONSULTANT; to solicit or secure the AGREEMENT; and that CONSULTANT has not
paid or agreed to pay any company or person other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award
or formation of the AGREEMENT. For breach or violation of this warranty, the COUNTY shall have the
right to annul the AGREEMENT without liability, and to pay only for the value of the work actually
performed by the CONSULTANT, or alternatively in the COUNTY’s discretion, to deduct from the
contract price or consideration, or otherwise recover the full amount of such any such commission,
percentage, brokerage fee, gift, contingent fee or similar form of consideration previously paid by the
CONSULTANT.
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XIV. RETENTION OF RECORDS/AUDIT
A. For the purpose of determining the sufficiency of the CONSUTLANT’S performance of
the contract (and compliance with Public Contract Code 10115, et seq. and Title 21, California Code of
Regulations, Chapter 21, Section 2500 et seq., when applicable), the CONSULTANT, subcontractors,
and the COUNTY, shall each maintain all books, documents, papers, accounting records, and other
evidence pertaining to the performance of the AGREEMENT, including but not limited to, the costs of
administering the AGREEMENT.
B. All parties shall make such materials available at their respective offices at all
reasonable times throughout the entirety of the contract term and for three years from the date of final
payment under the contract, pursuant to Government Code 8546.7. The state, the State Auditor, the
COUNTY, Federal Highway Administration, or any duly authorized representative of the federal
government shall have access to any books, records, and documents of the CONSULTANT that are
pertinent to the contract for audit, examinations, excerpts, and transactions, and copies thereof shall be
furnished if requested. It shall be the responsibility of the CONSULTANT to ensure that all subcontracts
in excess of $25,000 shall contain this provision.
XV. AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of the
AGREEMENT that is not disposed of by agreement between the parties, shall be reviewed by the
COUNTY’s Auditor/Controller/Treasurer/Tax-Collector.
B. Not later than thirty (30) calendar days after issuance of the final audit report, the
CONSULTANT may request a review by the COUNTY’s Auditor/Controller/Treasurer/Tax-Collector of
unresolved audit issues. The request for review will be submitted in writing.
C. Neither the pendency of a dispute nor its consideration by the COUNTY will excuse the
CONSULTANT from full and timely performance, in accordance with the terms of the AGREEMENT.
D. The AGREEMENT and any subconsultant agreements, including cost proposals and
Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an agreement
audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit
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or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be
reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the
instances of a CPA ICR audit work paper review it is the CONSULTANT’s responsibility to ensure
federal, the COUNTY, or local government officials are allowed full access to the CPA’s work papers
including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by
CONSULTANT and approved by the CONTRACT ADMINISTRATOR to conform to the audit or review
recommendations. The CONSULTANT agrees that individual terms of costs identified in the audit
report shall be incorporated into the AGREEMENT by this reference if directed by the COUNTY at its
sole discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations, or to
ensure that the federal, the COUNTY or local governments have access to CPA work papers, will be
considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and
disallowance of prior reimbursed costs.
XVI. ERRORS OR OMISSIONS CLAIMS AND DISPUTES
A. Definitions:
1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
professional services, acting as a business entity (owner, partnership, corporation, joint venture or other
business association) in accordance with the terms of an agreement with the COUNTY.
2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of
right, adjustment or interpretation of contract terms, payment of money, extension of time, change
orders, or other relief with respect to the terms of the contract. The term "Claim" also includes other
disputes and matters in question between the COUNTY and the CONSULTANT arising out of or
relating to the contract. Claims must be made by written notice. The provisions of Government Code
Section 901, et seq., shall apply to every claim made to the COUNTY. The responsibility to
substantiate claims shall rest with the party making the claim. The term "Claim" also includes any
allegation of an error or omission by the CONSULTANT.
B. In the spirit of cooperation between the COUNTY and the CONSULTANT, the following
procedures are established in the event of any claim or dispute alleging a negligent error, act, or
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omission, of the CONSULTANT.
1. Claims, disputes or other matters in question between the parties, arising out of
or relating to the AGREEMENT, shall not be subject to arbitration, but shall be subject to the following
procedures.
2. The COUNTY and the CONSULTANT shall meet and confer and attempt to
reach agreement on any dispute, including what damages have occurred, the measure of damages and
what proportion of damages, if any, shall be paid by either party. The parties agree to consult and
consider the use of mediation or other form of dispute resolution prior to resorting to litigation.
3. If the COUNTY and the CONSULTANT cannot reach agreement under Article
XVI, Section B, Paragraph 2, the disputed issues may, upon concurrence by all parties, be submitted to
a panel of three (3) for a recommended resolution. The CONSULTANT and the COUNTY shall each
select one (1) member of the panel, and the third member shall be selected by the other two panel
members. The discovery rights provided by California Code of Civil Procedure for civil proceedings
shall be available and enforceable to resolve the disputed issues. Either party requesting this dispute
resolution process shall, when invoking the rights to this panel, give to the other party a notice
describing the claims, disputes and other matters in question. Prior to twenty (20) working days before
the initial meeting of the panel, both parties shall submit all documents such party intends to rely upon
to resolve such dispute. If it is determined by the panel that any party has relied on such
documentation, but has failed to previously submit such documentation on a timely basis to the other
party, the other party shall be entitled to a 20-working-day continuance of such initial meeting of the
panel. The decision by the panel is not a condition precedent to arbitration, mediation or litigation.
4. Upon receipt of the panel's recommended resolution of the disputed issue(s), the
COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement. If the
parties still are unable to reach agreement, each party shall have recourse to all appropriate legal and
equitable remedies.
C. The procedures to be followed in the resolution of claims and disputes may be modified
any time by mutual agreement of the parties hereto.
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D. The CONSULTANT shall continue to perform its obligations under the AGREEMENT
pending resolution of any dispute, and the COUNTY shall continue to make payments of all undisputed
amounts due under the AGREEMENT.
E. When a claim by either party has been made alleging the CONSULTANT’S negligent
error, act, or omission, the COUNTY and the CONSULTANT shall meet and confer within twenty-one
(21) working days after the written notice of the claim has been provided.
XVII. SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual
relation between the COUNTY and any Subconsultants, and no subconsultant agreement shall be
deemed to diminish or relieve the CONSULTANT of any of its responsibilities and obligations
hereunder. The CONSULTANT agrees to be as fully responsible to the COUNTY for the acts and
omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as
it is for the acts and omissions of persons directly employed by the CONSULTANT. The
CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the COUNTY's
obligation to make payments to the CONSULTANT.
B. The CONSULTANT shall perform the work contemplated with resources available within
its own organization; and no portion of the work pertinent to this AGREEMENT shall be subcontracted
without prior written authorization by the CONTRACT ADMINISTRATOR, excepting only those portions
of the work and the responsible subconsultants that are expressly identified in Appendix B hereto.
C. Any subcontract in excess of $25,000 entered into by CONSULTANT, pertaining to work
to be performed under the AGREEMENT, shall contain all of the provisions stipulated in the
AGREEMENT to be applicable to subconsultants.
D. Any substitution of subconsultant(s) must be approved in writing by the CONTRACT
ADMINISTRATOR prior to the start of work by such subconsultant(s).
XVIII. EQUIPMENT PURCHASE
A. Prior authorization in writing, by the CONTRACT ADMINISTRATOR shall be required
before the CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding
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$5,000 for supplies, equipment, or CONSULTANT services. The CONSULTANT shall provide an
evaluation of the necessity or desirability of incurring such costs.
B. Prior authorization by the CONTRACT ADMINISTRATOR shall be required for purchase
of any item, service or consulting work in excess of $5,000 that is not covered in the CONSULTANT’S
Cost Proposal; and the CONSULTANT’S request must be accompanied by at least three competitive
quotations, unless the absence of bidding is adequately justified, to the satisfaction of the CONTRACT
ADMINISTRATOR in his or her discretion, by written explanation provided by the CONSULTANT with
its submittal.
C. Any authorized purchase of equipment as a result of the AGREEMENT is subject to the
following:
1. The CONSULTANT shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost
of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the
COUNTY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is
terminated, the CONSULTANT may either keep the equipment and credit the COUNTY in an amount
equal to its fair market value, or sell such equipment at the best price obtainable at a public or private
sale, in accordance with established COUNTY procedures; and credit the COUNTY in an amount equal
to the sales price. If the CONSULTANT elects to keep the equipment, fair market value shall be
determined at the CONSULTANT’S expense, on the basis of a competent independent appraisal of
such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by the COUNTY
and the CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale
must be approved in advance by the COUNTY.”
2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating
equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.
XIX. INSPECTION OF WORK
The CONSULTANT and any subcontractor shall permit the COUNTY, the state, and the FHWA
to review and inspect the PROJECT activities and files at all reasonable times during the performance
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period of the AGREEMENT including review and inspection on a daily basis.
XX. LIABILITY INSURANCE
A. Without limiting the COUNTY’S right to obtain indemnification from the CONSULTANT
or any third parties, the CONSULTANT, at its sole expense, shall maintain in full force and effect, the
following insurance policies prior to commencement of any work for the COUNTY and, thereafter,
throughout the entire term of the AGREEMENT (with the exception of Professional Liability Insurance,
which the CONSULTANT shall maintain in full force and effect for the additional period of time required
by Article XX, Section A, Paragraph 4).
1. Commercial General Liability Insurance with limits not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of not less than Two Million Dollars
($2,000,000). This policy shall be issued on a per occurrence basis. The COUNTY may require
specific coverages including completed operations, products liability, contractual liability, Explosion -
Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of
the nature of the AGREEMENT.
2. Comprehensive Automobile Liability Insurance with limits for bodily injury of Two
Hundred Fifty Thousand Dollars ($250,000) per person, Five Hundred Thousand Dollars ($500,000) per
accident and for property damages of Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage should include owned
and non-owned vehicles used in connection with the AGREEMENT.
3. Worker's Compensation insurance policy as required by the California Labor
Code.
4. Professional Liability Insurance:
a. If the CONSULTANT employs licensed professional staff in providing
services, Professional Liability Insurance with limits of One Million Dollars ($1,000,000) per claim,
Three Million Dollars ($3,000,000) annual aggregate.
b. The Professional Liability Insurance shall be kept in full force and effect
for a period of three (3) years from the date of substantial completion of the CONSULTANT’S work as
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determined by the COUNTY.
c. The CONSULTANT shall obtain endorsements to the Commercial
General Liability insurance naming the COUNTY, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under the AGREEMENT are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees shall be
excess only and not contributing with insurance provided under the CONSULTANT’S policies herein.
The CONSULTANT shall give the COUNTY at least thirty (30) days advance written notice of any
cancellation, expiration, reduction or other material change in coverage with respect to any of the
aforesaid policies.
d. Prior to commencing any such work under the AGREEMENT, the
CONSULTANT shall provide to the COUNTY certificates of insurance and endorsements for all of the
required policies as specified above, stating that all such insurance coverage has been obtained and is
in full force; that the COUNTY, its officers, agents and employees will not be responsible for any
premiums on the policies; that such Commercial General Liability insurance names the COUNTY, its
officers, agents and employees, individually and collectively, as additional insured, but only insofar as
the operations under the AGREEMENT are concerned; that such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by the COUNTY, its
officers, agents and employees, shall be excess only and not contributing with insurance provided
under the CONSULTANT’S policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to the COUNTY. All certificates
shall clearly indicate the COUNTY’S identifying Contract Number for the AGREEMENT, and the
certificates shall be sent to the attention of the CONTRACT ADMINISTRATOR.
e. In the event the CONSULTANT fails to keep in effect at all times
insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
suspend or terminate the AGREEMENT upon the occurrence of such event.
f. All policies shall be issued by admitted insurers licensed to do business in
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the State of California, and all such insurance shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A and FSC VII or better.
XXI. HOLD HARMLESS
A. The CONSULTANT shall defend, hold harmless and indemnify the COUNTY, its
officers, agents, and employees, against the payment of any and all costs and expenses (including
reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily and
personal injury to or death of any person or for loss of any property to the extent resulting from or
arising out of any negligent or wrongful acts, errors or omissions of the CONSULTANT, its officers,
agents, and employees, in performing or failing to perform any work, services, or functions under the
AGREEMENT. Provided, however, and notwithstanding the preceding sentence, the CONSULTANT
has no obligation to pay for any defense related cost prior to a final determination of its liability, based
upon the percentage of comparative fault (if any) finally determined to be attributable to the
CONSULTANT’S negligence. Following any such determination, the CONSULTANT shall be
responsible to pay to the COUNTY the dollar amount of all such defense costs incurred by the
COUNTY that is commensurate with the finally determined percentage of the CONSULTANT’S liability,
based upon the final determination of the CONSULTANT’S comparative fault.
B. The COUNTY and the CONSULTANT hereby declare their mutual intent to
cooperate in the defense of any claim, suit, or other action alleging liability, arising from the negligent
performance or failure to perform of any COUNTY construction contractor or subcontractor involved in
PROJECT(S). Such cooperation may include an agreement to prepare and present a cooperative
defense after consultation with the CONSULTANT’S professional liability insurance carrier.
XXII. OWNERSHIP OF DATA
A. All documents, including preliminary documents, calculations, and survey data, required
in performing services under the AGREEMENT shall be submitted to, and shall remain at all times the
property of the COUNTY regardless of whether they are in the possession of the CONSULTANT or any
other person, firm, corporation or agency.
B. The CONSULTANT understands and agrees the COUNTY shall retain full ownership
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rights of the drawings and work product of the CONSULTANT for the PROJECT, to the fullest extent
permitted by law. In this regard, the CONSULTANT acknowledges and agrees the CONSULTANT’S
services are on behalf of the COUNTY and are “works made for hire,” as that term is defined in
copyright law, by the COUNTY; that the drawings and work product to be prepared by the
CONSULTANT are for the sole and exclusive use of the COUNTY, and that the COUNTY shall be the
sole owner of all patents, copyrights, trademarks, trade secrets and other rights and contractual
interests in connection therewith which are developed and compensated solely under the
AGREEMENT; that all the rights, title and interest in and to the drawings and work product will be
transferred to the COUNTY by the CONSULTANT to the extent the CONSULTANT has an interest in
and authority to convey such rights; and the CONSULTANT will assist the COUNTY to obtain and
enforce patents, copyrights, trademarks, trade secrets, and other rights and contractual interests
relating to said drawings and work product, free and clear of any claim by the CONSULTANT or anyone
claiming any right through the CONSULTANT. The CONSULTANT further acknowledges and agrees
the COUNTY’s ownership rights in such drawings or work product, shall apply regardless of whether
such drawings or work product, or any copies thereof, are in possession of the CONSULTANT, or any
other person, firm, corporation, or entity. For purposes of the AGREEMENT the terms “drawings and
work product” shall mean all reports and study findings commissioned to develop the PROJECT
design, drawings and schematic or preliminary design documents, certified reproducibles of the original
final construction contract drawings, specifications, the approved estimate, record drawings, as-built
plans, and discoveries, developments, designs, improvement, inventions, formulas, processes,
techniques, or specific know-how and data generated or conceived or reduced to practice or learning
by the CONSULTANT, either alone or jointly with others, that result from the tasks assigned to the
CONSULTANT by the COUNTY under the AGREEMENT.
C. If the AGREEMENT is terminated during or at the completion of any phase of the
PROJECT under Article III, a reproducible copy of report(s) or preliminary documents shall be
submitted by the CONSULTANT to the COUNTY, which may use them to complete the PROJECT(S)
at a future time.
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D. If the PROJECT is terminated at the completion of a construction document phase of the
PROJECT, certified reproducibles on 4 mil thick double matte film of the original final construction
contract drawings, specifications, and approved engineer’s estimate shall be submitted by the
CONSULTANT to the COUNTY.
E. Documents, including drawings and specifications, prepared by the CONSULTANT
pursuant to the AGREEMENT are intended to be suitable for reuse by the COUNTY or others on
extensions of the services provided for PROJECT. Any use of completed documents for projects other
than PROJECT(S) and/or any use of uncompleted documents will be at the COUNTY’s sole risk and
without liability or legal exposure to the CONSULTANT.
The electronic files provided by the CONSULTANT to the COUNTY are submitted for an
acceptance period lasting until the expiration of the AGREEMENT (i.e., throughout the duration of the
contract term, including any extensions). Any defects the COUNTY discovers during such acceptance
period will be reported to the CONSULTANT and will be corrected as part of the CONSULTANT’S
“Basic Scope of Work.”
F. The CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or
connected with (1) the modification or misuse by the COUNTY or anyone authorized by the COUNTY,
of such CAD data, or (2) decline of accuracy or readability of CAD data due to inappropriate storage
conditions or duration; or (3) any use by the COUNTY, or anyone authorized by the COUNTY, of such
CAD data or other PROJECT documentation for additions to the PROJECT for the completion of the
PROJECT by others, or for other projects; except to the extent that said use may be expressly
authorized, in writing, by the CONSULTANT.
G. The COUNTY, in the discretion of its Board of Supervisors, may permit the copyrighting
of reports or other products of the AGREEMENT; and provided further, that if copyrights are permitted;
the CONSULTANT hereby agrees and the AGREEMENT shall be deemed to provide that the Federal
Highway Administration shall have the royalty-free nonexclusive and irrevocable right to reproduce,
publish, or otherwise use, and to authorize others to use, the work for government purposes.
XXIII. CLAIMS FILED BY THE COUNTY’S CONSTRUCTION CONTRACTOR
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A. If claims are filed by the COUNTY’s construction contractor relating to work performed
by the CONSULTANT’S personnel, and additional information or assistance from the CONSULTANT’S
personnel is required in order to evaluate or defend against such claims, then the CONSULTANT
hereby agrees in such event to make its personnel available for consultation with the COUNTY’s
construction contract administration and legal staff and for testimony, if necessary, at depositions and
at trial or arbitration proceedings.
B. The CONSULTANT’S personnel that the COUNTY considers essential to assist in
defending against the construction contractor’s claims will be made available on reasonable notice from
the DIRECTOR. Services of the CONSULTANT’S personnel in connection with consultation or
testimony for this purpose will be performed pursuant to a written contract amendment, if determined by
the parties to be necessary or appropriate.
XXIV. CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to the
COUNTY’s operations, which are designated confidential by the COUNTY and made available to the
CONSULTANT in order to carry out the AGREEMENT, shall be protected by the CONSULTANT from
unauthorized use and disclosure.
B. Permission to disclose information on one occasion, or public hearing held by the
COUNTY relating to the contract, shall not authorize the CONSULTANT to further disclose such
information, or disseminate the same on any other occasion.
C. The CONSULTANT shall not comment publicly to the press or any other media
regarding the AGREEMENT or the COUNTY’s actions on the same, except to COUNTY staff, the
CONSULTANT’S own personnel involved in the performance of the AGREEMENT, at public hearings
or in response to questions from a Legislative committee.
D. The CONSULTANT shall not issue any news release or public relations item of any
nature, whatsoever, regarding work performed or to be performed under the AGREEMENT without
prior review of the contents thereof by the COUNTY, and receipt of the COUNTY’s written permission.
E. All information related to the construction estimate is confidential, and shall not be
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disclosed by the CONSULTANT to any entity other than the COUNTY.
XXV. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, the CONSULTANT hereby states
under penalty of perjury that no more than one final unappealable finding of contempt of court by a
federal court has been issued against the CONSULTANT within the immediately preceding two-year
period, because of the CONSULTANT’S failure to comply with an order of a federal court that orders
the CONSULTANT to comply with an order of the National Labor Relations Board.
XXVI. EVALUATION OF THE CONSULTANT
The CONSULTANT’S performance will be evaluated by the COUNTY. A copy of the evaluation
will be sent to the CONSULTANT for comments. The evaluation together with the comments shall be
retained as part of the AGREEMENT record.
XXVII. STATEMENT OF COMPLIANCE: NON-DISCRIMINATION
A. The CONSULTANT’S signature affixed herein, and dated, shall constitute a certification
under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless
exempt, complied with, the nondiscrimination program requirements of Government Code Section
12990 and Title 2, California Administrative Code, Section 8103.
B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants
shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and
veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any
employee or applicant for employment because of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, genetic information, marital status, sex, gender,
gender identity, gender expression, age, sexual orientation, or military and veteran status.
CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees
and applicants for employment are free from such discrimination and harassment.
C. CONSULTANT and subconsultants shall comply with the provisions of the Fair
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Employment and Housing Act (Gov. Code Section12990 et seq.), the applicable regulations
promulgated there under (2 CCR Section11000 et seq.), the provisions of Gov. Code Sections 11135-
11139.5, and the regulations or standards adopted by the COUNTY to implement such article. The
applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code
Section 12990 (a-f), set forth 2 CCR Sections 8100-8504, are incorporated into this AGREEMENT by
reference and made a part hereof as if set forth in full.
D. CONSULTANT shall permit access by representatives of the Department of Fair
Employment and Housing and the COUNTY upon reasonable notice at any time during the normal
business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records,
accounts, and all other sources of information and its facilities as said Department or the COUNTY
shall require to ascertain compliance with this clause.
E. CONSULTANT and its subconsultants shall give written notice of their obligations under
this clause to labor organizations with which they have a collective bargaining or other Agreement.
F. CONSULTANT shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under this AGREEMENT.
G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall
act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d et seq.). Title VI
provides that the recipients of federal assistance will implement and maintain a policy of
nondiscrimination in which no person in the United States shall, on the basis of race, color, national
origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to
discrimination under any program or activity by the recipients of federal assistance or their assignees
and successors in interest.
H. The CONSULTANT shall comply with regulations relative to non-discrimination in
federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of
Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either
directly or indirectly in the discrimination prohibited by 49 CFR Section 21.5, including employment
practices and the selection and retention of Subconsultants.
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I. The CONSULTANT and subconsultants shall include the nondiscrimination and
compliance provisions of this clause in all subcontracts to perform work under the AGREEMENT.
XXVIII. DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’S signature affixed herein, shall constitute a certification under
penalty of perjury under the laws of the State of California, that the CONSULTANT has complied with
Title 49, Code of Federal Regulations, Part 29, Debarment and Suspension Certificate, which certifies
that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or
manager, is not currently under suspension, debarment, voluntary exclusion, or determination of
ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or
determined ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it
by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past
three (3) years. Any exceptions to this certification must be disclosed to the COUNTY on Appendix F.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be
considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions
apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties Listing System maintained by
the General Services Administration are to be determined by the Federal Highway Administration.
XXIX. COMPLIANCE WITH LAWS AND STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing
public work elements unless registered with the California Department of Industrial Relations (DIR)
pursuant to Labor Code Section 1725.5. Registration with DIR must be maintained throughout the
entire term of this AGREEMENT, including any subsequent amendments.
B. The CONSULTANT shall comply with all of the applicable provisions of the California
Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate
Determinations applicable to work under this AGREEMENT are available and on file with the
Department of Transportation's Regional/District Labor Compliance Officer
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(http://www.dot.ca.gov/hq/construc/LaborCompliance/documents/District-Region_Map_Construction_7-
8-15.pdf). These wage rates are made a specific part of this AGREEMENT by reference pursuant to
Labor Code Section 1773.2 and will be applicable to performed at a construction project site. Prevailing
wages will be applicable to all inspection work performed at COUNTY construction sites, at COUNTY
facilities and at off-site locations that are set up by the construction contractor or one of its
subcontractors solely and specifically to serve COUNTY projects. Prevailing wage requirements do not
apply to inspection work performed at the facilities of vendors and commercial materials suppliers that
provide goods and services to the general public.
C. General Prevailing Wage Rate Determinations applicable to this project may also be
obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov.
D Payroll Records
1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll
records and supporting documents as mandated by Labor Code Section 1776 and as defined in 8 CCR
Section 16000 showing the name, address, social security number, work classification, straight time
and overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant
in connection with the public work. Each payroll record shall contain or be verified by a written
declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct.
b. The employer has complied with the requirements of Labor Code Section
1771, Section 1811, and Section 1815 for any work performed by his or her employees on the public
works project.
2. The payroll records enumerated under paragraph (1) above shall be certified as
correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting
documents shall be made available for inspection and copying by the COUNTY’s representative at all
reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies
of certified payrolls or permit inspection of its records as follows:
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a. A certified copy of an employee's payroll record shall be made available
for inspection or furnished to the employee or the employee's authorized representative on request.
b. A certified copy of all payroll records enumerated in paragraph (1) above,
shall be made available for inspection or furnished upon request to a representative of the COUNTY,
the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the
Department of Industrial Relations. Certified payrolls submitted to the COUNTY, the Division of Labor
Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated
by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the
CONSULTANT. The CONSULTANT is required to forward any requests for certified payrolls to the
CONTRACT ADMINISTRATOR by both email and regular mail on the business day following receipt of
the request.
3. Each CONSULTANT shall submit a certified copy of the records enumerated in
paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt
of a written request.
4. Any copy of records made available for inspection as copies and furnished upon
request to the public or any public agency by the COUNTY shall be marked or obliterated in such a
manner as to prevent disclosure of each individual's name, address, and social security number. The
name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or
obliterated.
5. The CONSULTANT shall inform the COUNTY of the location of the records
enumerated under paragraph (1) above, including the street address, city and the COUNTY, and shall,
within five (5) working days, provide a notice of a change of location and address.
6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which
to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1)
above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period,
he or she shall, as a penalty to the COUNTY, forfeit one hundred dollars ($100) for each calendar day,
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or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be
withheld by the COUNTY from payments then due. CONSULTANT is not subject to a penalty
assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.
E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying
compliance with certified payroll requirements. Invoice payment will not be made until the invoice is
approved by the CONTRACT ADMINISTRATOR.
F. Penalty
1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code
Section 1774 and Section 1775. Pursuant to Labor Code Section 1775, the CONSULTANT and any
Subconsultant shall forfeit to the COUNTY a penalty of not more than two hundred dollars ($200) for
each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined
by the Director of DIR for the work or craft in which the worker is employed for any public work done
under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements
of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive.
2. The amount of this forfeiture shall be determined by the Labor Commissioner and
shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or
Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the
CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful
failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake,
inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the
CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The
CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place
during the term of the AGREEMENT.
3. In addition to the penalty and pursuant to Labor Code Section 1775, the
difference between the prevailing wage rates and the amount paid to each worker for each calendar
day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid
to each worker by the CONSULTANT or Subconsultant.
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4. If a worker employed by a Subconsultant on a public works project is not paid the
general prevailing per diem wages by the Subconsultant, the prime CONSULTANT of the project is not
liable for the penalties described above unless the prime CONSULTANT had knowledge of that failure
of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the prime
CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the
Subconsultant for the performance of work on public works projects shall include a copy of the
requirements in Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
b. The CONSULTANT shall monitor the payment of the specified general
prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the
certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified
prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take
corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due
the Subconsultant for work performed on the public works project.
d. Prior to making final payment to the Subconsultant for work performed on
the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury
from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per
diem wages to the Subconsultant’s employees on the public works project and any amounts due
pursuant to Labor Code Section 1813.
5. Pursuant to Labor Code Section 1775, the COUNTY shall notify the
CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that
a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.
6. If the COUNTY determines that employees of a Subconsultant were not paid the
general prevailing rate of per diem wages and if the COUNTY did not retain sufficient money under the
AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of
per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant
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sufficient to pay those employees the general prevailing rate of per diem wages if requested by the
COUNTY.
G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a
penalty to the COUNTY, twenty-five dollars ($25) for each worker employed in the execution of the
AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which
such worker is required or permitted to work more than eight (8) hours in any one calendar day and
forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in
particular Sections 1810 to 1815 thereof, inclusive, except that work performed by employees in excess
of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon
compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any
week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in Section 1815.
H. Employment of Apprentices
1. Where either the prime AGREEMENT or the subconsultant agreement exceeds
thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall
comply with all applicable requirements of Labor Code Sections 1777.5, 1777.6 and 1777.7 in the
employment of apprentices.
2. CONSULTANTs and subconsultants are required to comply with all Labor Code
requirements regarding the employment of apprentices, including mandatory ratios of journey level to
apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised
to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for
additional information regarding the employment of apprentices and for the specific journey-to-
apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’
compliance with these requirements. Penalties are specified in Labor Code Section 1777.7.
XXX. CONFLICT OF INTEREST
A. The CONSULTANT shall comply with the provisions of the COUNTY Department of
Public Works and Planning Conflict of Interest Code, attached hereto as Appendix G and incorporated
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herein. Such compliance shall include the filing of annual statements pursuant to the regulations of the
State Fair Political Practices Commission including, but not limited to, portions of Form 700.
B. The CONSULTANT shall disclose any financial, business, or other relationship with the
COUNTY that may have an impact upon the outcome of this AGREEMENT, or any ensuing the
COUNTY construction project. The CONSULTANT shall also list current clients who may have a
financial interest in the outcome of this AGREEMENT, or any ensuing the COUNTY construction
project, which will follow.
C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any
financial or business interest that would conflict with the performance of services under the
AGREEMENT.
D. The CONSULTANT hereby certifies that neither the CONSULTANT, nor any firm
affiliated with the CONSULTANT will bid on any construction contract, or on any contract to provide
construction inspection for any construction PROJECT resulting from the AGREEMENT.
E. Except for subconsultants or subcontractors whose services are limited to providing
surveying or materials testing information, no subcontractor who has provided design services in
connection with this AGREEMENT shall be eligible to bid on any construction contract, or on any
contract to provide construction inspection for any construction project resulting from this
AGREEMENT.
XXXI. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
The CONSULTANT warrants that this AGREEMENT was not obtained or secured through
rebates kickbacks or other unlawful consideration, either promised or paid to any COUNTY employee.
For breach or violation of this warranty, the COUNTY shall have the right, in its discretion, to do any of
the following: terminate the AGREEMENT without liability; or to pay only for the value of the work
actually performed; or to deduct from the AGREEMENT price, or otherwise recover the full amount of
such rebate, kickback or other unlawful consideration.
XXXII. PROHIBITION OF EXPENDING THE COUNTY, STATE OR FEDERAL FUNDS FOR
LOBBYING
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A. The CONSULTANT shall sign the lobbying forms, attached hereto and incorporated
herein as Appendix H, as required by the instructions found on each form.
B. The CONSULTANT certifies to the best of his or her knowledge and belief that:
1. No state, federal or COUNTY appropriated funds have been paid, or will be paid
by or on behalf of the CONSULTANT to any person for influencing or attempting to influence an officer
or employee of any state or federal agency; a Member of the State Legislature or United States
Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the
Legislature or Congress, in connection with any of the following:
a. the awarding of any state or federal contract;
b. the making of any state or federal grant;
c. the making of any state or federal loan;
d. the entering into of any cooperative agreement, or
e. the extension, continuation, renewal, amendment, or modification of any
state or federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federally appropriated funds have been paid, or will be
paid to any person for influencing or attempting to influence an officer or employee of any federal
agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of
Congress; in connection with this federal contract, grant, loan, or cooperative agreement, then the
CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,”
in accordance with its instructions.
C. The certification required by the provisions of this Article is a material representation of
fact upon which reliance was placed when this transaction was made or entered into. Submission of
this certification is a prerequisite for making or entering into this transaction imposed by Title 31, U.S.
Code Section 1352. Any person who fails to file the required certification shall be subject to a civil
penalty of not less than $10,000 and not more than $100,000 for each such failure.
D. The CONSULTANT also agrees by signing this document that he or she shall require
that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000,
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and that all such sub-recipients shall certify and disclose accordingly.
XXXIII. INDEPENDENT CONTRACTOR
A. In performance of the work, duties and obligations assumed by the CONSULTANT under
the AGREEMENT, it is mutually understood and agreed that the CONSULTANT, including any and all of
the CONSULTANT’S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Notwithstanding the foregoing, the
County will have oversight responsibility over the work performed on every PROJECT pursuant hereto,
and one of the COUNTY’s own licensed engineers shall be the Engineer-in-Responsible Charge, and
accordingly will approve, sign and stamp the final plans for every PROJECT on which any of
CONSULTANT’s employees performs any work hereunder. Furthermore, COUNTY shall retain the right
to administer the AGREEMENT in order to verify that the CONSULTANT is performing its obligations in
accordance with the terms and conditions hereof.
B. The CONSULTANT and the COUNTY shall comply with all applicable provisions of law and
the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
C. Because of its status as an independent contractor, the CONSULTANT shall have
absolutely no right to employment rights and benefits available to the COUNTY employees. The
CONSULTANT shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, the CONSULTANT shall be solely responsible and save
the COUNTY harmless from all matters relating to payment of the CONSULTANT’S employees, including
compliance with Social Security withholding and all other regulations governing such matters. It is
acknowledged that during the term of the AGREEMENT, the CONSULTANT may be providing services to
others unrelated to the COUNTY or to the AGREEMENT.
XXXIV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONSULTANT is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the AGREEMENT, the CONSULANT changes its
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status to operate as a corporation. Members of the CONSULTANT’S Board of Directors shall disclose
any self-dealing transactions that they are a party to while the CONSULTANT is providing goods or
performing services under the AGREEMENT. A self-dealing transaction shall mean a transaction to
which the CONSULTANT is a party and in which one or more of its directors has a material financial
interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a
party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as
Appendix I, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
XXXV. NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of the
AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified
mail, return receipt requested, postage prepaid, and addressed to the CONTRACT ADMINISTRATOR
and the CONSULTANT’S Project Manager identified on Page 1 of the AGREEMENT.
XXXVI. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract the AGREEMENT or any of its respective
rights or duties hereunder, without the prior written consent of the other party.
XXXVII. CONSULTANT’S LEGAL AUTHORITY
Each individual executing or attesting the AGREEMENT on behalf of the CONSULTANT hereby
covenants, warrants, and represents: (i) that he or she is duly authorized by or in accordance with the
CONSULTANT’S corporate by-laws to execute or attest and deliver the AGREEMENT on behalf of the
CONSULTANT; and (ii) that the AGREEMENT, once he or she has executed it, is and shall be binding
upon such Corporation.
XXXVIII. BINDING UPON SUCCESSORS
The AGREEMENT shall be binding upon and inure to the benefit of the parties and their
respective successors in interest, assigns, legal representatives, and heirs.
XXXIX. INCONSISTENCIES
In the event of any inconsistency in interpreting the documents which constitute the
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AGREEMENT, the inconsistency shall be resolved by giving precedence in the following order of
priority: (1) the text of the AGREEMENT (excluding Appendices); (2) Appendices to the AGREEMENT.
XL. SEVERABILITY
Should any part of the AGREEMENT be determined to be invalid or unenforceable, then the
AGREEMENT shall be construed as not containing such provision, and all other provisions which are
otherwise lawful shall remain in full force and effect, and to this end the provisions of the AGREEMENT
are hereby declared to be severable.
XLI. FINAL AGREEMENT
Both of the above-named parties to the AGREEMENT hereby expressly agree that the
AGREEMENT constitutes the entire agreement between the two parties with respect to the subject
matter hereof and supersedes all previous negotiations, proposals, commitments, writing,
advertisements, publications, and understandings of any nature whatsoever unless expressly included
in the AGREEMENT. In consideration of promises, covenants and conditions contained in the
AGREEMENT, the CONSULTANT and the COUNTY, and each of them, do hereby agree to diligently
perform in accordance with the terms and conditions of the AGREEMENT, as evidenced by the
signatures below.
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7County of Fresno, On-Call Engineering Consultant Staff Augmentation Services
Part 1 - General Qualifications
Organization Chart
Principal-in-Charge
Matthew Kemp, PE
General Civil & Transportation
Engineering
David McGlasson, PE, PLS
Road Design/Map Review
Doug Lawler, PE
Road Design
Rick Darnley
Construction Management
Environmental Planning
Briza Sholars
Environmental Documents
County of Fresno
Department of Public Works and
Planning
Water Resources Engineering
Kevin Berryhill, PE
Water Treatment
Heather Bashian, PE
Water/Sewer Systems
Jerry Teng, PhD, PE
Wastewater Treatment
Herb Simmons, PE
Water Supply Wells
Owen Kubit, PE, PG, CHG, CFM
Hydrology/Hydraulics
Subconsultants
As-Needed
DP Engineering
Traffic Engineering
Subconsultants
As-Needed
Associate Engineer
Nicholas Jacobson, PE
Water/Wastewater Projects
Senior Engineer
Michael Osborn, PE, LEED AP
Transportation/Road Projects
Associate Engineer
Jason Stacier, PE
Transportation/Road Projects
Other Subconsultants
As-Needed
Cornerstone Structural Engineering Group
Bridge Design
APPENDIX A
16County of Fresno, On-Call Engineering Consultant Staff Augmentation Services
Part 2 - DBE Subconsultants
Provost & Pritchard has worked with a number of
subconsultants for various project needs. Our project team
maintains positive working relationships with a number
of diverse firms that provide specialized services to help
enhance our project teams. These relationships include
subconsultants that are registered DBE and UDBE firms.
The following is a listing of the subconsultants that
Provost & Pritchard could contract with to assist with staff
augmentation services.
For purposes of this Statement of Qualifications, we are
submitting only our firm’s qualifications. Detailed resumes
of any of the subconsultants listed will be made available
once the County has identified a specific project and a formal
project team is assembled. If federal and/or state funds
are being used as part of the project that require the use
of DBE/UDBE firms, Provost & Pritchard is prepared
to comply with all requirements that may be a part of the
proposed project.
Per the requirements of the Request for Qualifications, we
have included a completed Exhibit 10-O2, Local Agency
Proposer DBE Information (Consultant Contracts) form.
However, upon signing of a project-specific agreement with
the County of Fresno, authorized personnel from Provost
& Pritchard will sign and complete the form again with any
specific DBE/UDBE subconsultant information.
DP Engineering
Transportation Design
Traffic Engineering
DBE #39002, SBE # 2003015
DP Engineering Transportation Design specializes in the
design services of traffic signals, lighting, striping, signage,
lighted pedestrian crossings, and ADA compliant intersection
improvements. In addition, they can provide plan check
review on traffic signal, striping, and signage PS&E’s and
constructability review on roadway PS&E’s. The firm has
nearly 50 years combined experience in civil engineering
and construction, on over 200 completed projects including
interchanges, roadways, and site development projects in
Northern and Southern California. DP Engineering would
be available to remotely assist staff providing augmentation
services to the County; providing technical support associated
with traffic signals and traffic studies as needed.
Cornerstone Structural
Engineering Group
Structural Engineering
SBE #41279
Cornerstone Structural Engineering Group has been
providing structural engineering design services on
transportation projects to public agencies, developers, and
other professional clients on a wide variety of bridge and
infrastructure projects since 2004. As a registered Small
Business Enterprise (SBE) with offices in Fresno and San
Francisco, they have intentionally chosen to focus our
transportation practice on structural design, preferring to
work with project-specific civil engineering subconsultants
or local agency staff to perform the roadway design.
Cornerstone Structural Engineering Group would be
available to remotely assist staff providing augmentation
services to the County; providing technical support associated
with bridge and structural design as needed.
APPENDIX B
Local Assistance Procedures Manual EXHBIT 10-I
Notice to Proposers DBE Information
Page 1 of 3
LPP 13-01 January, 2018
EXHIBIT 10-I NOTICE TO PROPOSERS DBE INFORMATION
The Agency has established a DBE goal for this Contract of ____________%
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-O1 Consultant Proposal DBE Commitment must be
included in the Request for 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 the
contract goal; therefore, all DBE participation shall be collected and reported.
Exhibit 10-O2 Consultant Contract DBE Information must be included with the Request for Proposal. 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).
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APPENDIX C
Local Assistance Procedures Manual EXHBIT 10-I
Notice to Proposers DBE Information
Page 2 of 3
LPP 13-01 January, 2018
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.
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 Business and Economic
Opportunity Web site at: http://www.dot.ca.gov/hq/bep/.
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
APPENDIX C
Local Assistance Procedures Manual EXHBIT 10-I
Notice to Proposers DBE Information
Page 3 of 3
LPP 13-01 January, 2018
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.
APPENDIX C
APPENDIX E
APPENDIX E
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX D
APPENDIX F
ATTACHMENT E DEBARMENT AND SUSPENSION CERTIFICATION
TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29
The bidder, under penalty of perjury, certifies that, except as noted below, he/she or any other
person associated therewith in the capacity of owner, partner, director, officer, and manager:
•Is not currently under suspension, debarment, voluntary exclusion, or determination of
ineligibility by any federal agency;
•Has not been suspended, debarred, voluntarily excluded or determined ineligible by any
federal agency within the past 3 years;
•Does not have a proposed debarment pending; and
•Has not been indicted, convicted, or had a civil judgment rendered against it by a court of
competent jurisdiction in any matter involving fraud or official misconduct within the
past 3 years.
If there are any exceptions to this certification, insert the exceptions in the following space.
Exceptions will not necessarily result in denial of award, but will be considered in determining
bidder responsibility. For any exception noted above, indicate below to whom it applies,
initiating agency, and dates of action.
Notes: Providing false information may result in criminal prosecution or administrative
sanctions.
The above certification is part of the Proposal.
Signing this Proposal on the signature portion thereof shall also constitute
signature of this Certification.
APPENDIX G
APPENDIX G
APPENDIX G
APPENDIX G
APPENDIX G
APPENDIX I
SELF-DEALING TRANSACTION DISCLOSURE FORM
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code 5233 (a)
(5) Authorized Signature
Signature: Date:
Exhibit N
SELF-DEALING TRANSACTION DISCLOSURE FORM INSTRUCTIONS
In order to conduct business with the County of Fresno (hereinafter referred to as
“County”), members of a contractor’s board of directors (hereinafter referred to as “County
Contractor”), must disclose any self-dealing transactions that they are a party to while
providing goods, performing services, or both for the County. A self-dealing transaction is
defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing the disclosure form.
(1) Enter board member’s name, job title (if applicable), and date this disclosure is
being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed
to the County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the
transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on
applicable provisions of the Corporations Codes.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
Page 1
LPP 13-01 May 8, 2013
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
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 (including
(If individual, last name, first name, MI) address if different from No. 10a)
(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 11:
(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
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Signature: _________________________________________
Print Name: _______________________________________
Title: ____________________________________________
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
APPENDIX H