HomeMy WebLinkAboutAgreement A-16-041 with SWCA.pdfAgreement No. 16-041
15-1775
1 CONSULTANT AGREEMENT
2 THIS AGREEMENT for specialized professional Environmental Consultant Services,
3 hereinafter referred to as the "AGREEMENT," is made and entered into this~~ day of
4 0rl.nWM"tY 2016, by and between the COUNTY OF FRESNO, a political subdivision of
5 the State of California, hereinafter referred to as the "COUNTY"; and SWCA, Inc., DBA
6 SWCA Environmental Consultants, Inc., an Arizona Corporation, whose address is 1422
7 Monterey Street, Suite C200, San Luis Obispo CA 93401, hereinafter referred to as the
8 "CONSULTANT".
9 WITNESSETH
10 WHEREAS, the COUNTY desires to retain the CONSULTANT to provide on-call
11 specialized professional environmental consulting services to assist COUNTY in complying
12 with federal and state environmental laws, regulations and guidelines as necessary for
13 road, landfill and capital improvement projects (hereinafter referred to as "PROJECT(S))"
14 proposed by the COUNTY; and
15 WHEREAS, said CONSULTANT has been selected in accordance with the
16 COUNTY's Ordinance Code Chapter 4.10 on the selection of architects, engineers, and
11 other professionals to provide the engineering services necessary for the PROJECTS; and
18 WHEREAS, the individual listed below
19 Erin Haagenson, Senior Staff Analyst
20 2220 Tulare Street, 6th Floor, Fresno, CA 93721
21 ' 559-600-4528
22 ehaagenson@co.fresno.ca.us
23 is designated as the CONTRACT ADMINISTRATOR for the AGREEMENT on behalf of the
24 COUNTY, and shall remain so unless the CONSULTANT is otherwise notified in writing by
25 the COUNTY's Director of Public Works and Planning or his/her designee (hereinafter
26 referred to as "the DIRECTOR"); and
21 WHEREAS, the individual listed below
28 Bill Henry, Office Director
COUNTY OF FRESNO
Frasno. California
12/22/15
1
1 1422 Monterey Street, Suite C200
2 San Luis Obispo, CA 93401
3 (805)543-7095
4 bhenry@swca.com
5 is designated as the CONSULTANT'S PROJECT MANAGER for the for the AGREEMENT,
6 and shall remain so unless the CONSULTANT requests and the DIRECTOR approves, in
7 writing, a change of the CONSULTANT'S PROJECT MANAGER, which approval will not
8 be unreasonably withheld; and
9 WHEREAS, said AGREEMENT is subject to 49 Code of Federal Regulations
10 (hereinafter referred to as "49 CFR"), Part 26 Participation by Disadvantaged Business
11 Enterprises in Department of Transportation Financial Assistance Programs,
12 Disadvantaged Business Enterprise programs established by other federal agencies and/o
13 the COUNTY'S Disadvantaged Business Enterprise Program (all of which hereinafter
14 referred to as "DBE PROGRAM(S)").
15 NOW, THEREFORE, in consideration of the promises and covenants set forth
16 herein, the above named parties agree as follows:
17 I. CONTRACTING OF CONSULTANT
18 A. The COUNTY hereby contracts with the CONSULTANT as an independent
19 contractor to provide all environmental consultant services required for the PROJECT(S).
20 Said services are described in Article II and enumerated in Article Ill herein.
21 B. The CONSULTANT'S services shall be performed as expeditiously as is
22 consistent with professional skill and the orderly progress of the work, based on schedules
23 for each specific PROJECT mutually agreed upon in advance by the CONTRACT
24 ADMINISTRATOR, and the CONSULTANT, and consistent with schedules established
25 under Article VI.
26 C. The CONSULTANT'S PROJECT team staff shall be as listed in Appendix A,
27 attached hereto and incorporated herein. Any substitutions of personnel shall be approved
28 by the CONTRACT ADMINISTRATOR, which approval shall not be unreasonably withheld.
COUNTY OF FRESNO
Fresno, California
12/22/15
2
1 The CONSULTANT shall notify the CONTRACT ADMINISTRATOR of the names and
2 classifications of employees assigned to each specific PROJECT, and shall not reassign
3 such employees to other PROJECTS of the CONSULTANT without notification to and prior
4 approval by the CONTRACT ADMINISTRATOR.
5 D. The CONSULTANT may retain, as subconsultants, specialists as the
6 CONSULTANT requires to assist in completing the work. All subconsultants used by the
7 CONSULTANT shall be approved in writing by the CONTRACT ADMINISTRATOR before
8 they are retained by the CONSULTANT; which approval shall not be unreasonably
9 withheld. The subconsultants listed in Appendix B, attached hereto and incorporated
10 herein, shall be considered as approved by the CONTRACT ADMINISTRATOR. Should
11 the CONSULTANT retain any subconsultants, the maximum amount of compensation to
12 be paid to the CONSULTANT under Article VI below shall not be increased. No additional
13 compensation will be paid to the CONSULTANT for surcharges to subconsultants' work,
14 however, consultants may charge for time spent overseeing subconsultants' work.
15 E. The CONSULTANT and affiliated subconsultants shall not submit bids, or
16 sub-bids, for the contract construction phase of the PROJECT assigned to the
17 CONSULTANT. The CONSULTANT and its subconsultants, and all other service
18 providers, shall not provide any PROJECT-related services for, or receive any PROJECT-
19 related compensation from any construction contractor, subcontractor or service provider
20 awarded a construction contract (hereinafter referred to as the "CONTRACTOR") for all or
21 any portion of the PROJECT(S) for which the CONSULTANT provides services hereunder.
22 The CONSULTANT and its subconsultants, and all other service providers, may provide
23 services for, and receive compensation from a CONTRACTOR who has been awarded a
24 construction contract for all or any portion of the PROJECT(S) provided that any such
25 services which are rendered, and any compensation which is received therefor, relates to
26 work outside the scope of the AGREEMENT and does not pose a conflict of interest.
27 F. Any subcontract in excess of $25,000 entered into as a result of this
28 AGREEMENT, shall contain all the provisions stipulated in the AGREEMENT to be
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Fresno, California
12/22/15
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1 applicable to subcontractors.
2 G. The CONSULTANT is responsible for being fully informed regarding the
3 requirements of 49 CFR, Part 26 and the California Department of Transportation's
4 (CAL TRANS) Disadvantaged Business Enterprise program developed pursuant to the
5 regulations, as detailed in Appendix C, attached hereto and incorporated herein.
6 II. DESCRIPTION OF THE WORK COVERED BY AGREEMENT
7 A. The work to be performed by the CONSULT ANT under the AGREEMENT
8 includes professional services under Article Ill for various PROJECTS.
9 B. The CONSULTANT agrees to provide the professional services that are
10 necessary for each PROJECT when expressly authorized in writing by the CONTRACT
11 ADMINISTRATOR. Such work by the CONSULTANT shall not begin until the
12 CONSULTANT has received a written Notice to Proceed from the CONTRACT
13 ADMINISTRATOR authorizing the necessary service, agreed upon fee, and scope of work.
14 Ill. CONSULTANT'S SERVICES
15 The CONSULTANT shall submit proposals in response to requests for technical
16 services related to biological, cultural, visual, farmland, water quality, hazardous waste,
17 noise, revegetation plans, focused plant or animal surveys, habitat assessment, wetland
18 delineation, and other studies, issued by the CONTRACT ADMINISTRATOR on a project-
19 by-project basis. The CONSULTANT'S proposal at a minimum shall include, but not be
20 limited to, staff qualifications, proposed method and schedule for completing the task(s),
21 completed federal forms and a sealed cost proposal. The CONSULTANT agrees that each
22 professional or other individual performing work on any such PROJECT(S) shall be
23 adequately trained to perform the work and shall possess the proper license, certification
24 or registration as required by law or by accepted standards of the applicable profession.
25 The CONSULTANT agrees to provide the professional services that are necessary to
26 complete the following tasks when expressly authorized in writing by the CONTRACT
27 ADMINISTRATOR:
28
COUNTY OF FRESNO
Fresno, California
12/22/15
A. Technical Reports, Regulatory Permits and Preconstruction Services:
4
1 1. Ascertain the requirements for Technical Reports through communications
2 with the CONTRACT ADMINISTRATOR, CAL TRANS and a review of existing information
3 on the PROJECT(S).
4 2. The CONSULTANT shall prepare and submit technical reports to the
5 CONTRACT ADMINISTRATOR for each assigned PROJECT. Technical reports shall be
6 prepared in accordance with the appropriate format required by local, state and federal
7 laws, regulations and guidelines.
8 3. The CONSULTANT shall ascertain any requirements, unforeseen criteria, or
9 issues for the PROJECT(S) that may be unknown to the CONTRACT ADMINISTRATOR
10 and communicate these requirements, criteria, or issues to the CONTRACT
11 ADMINISTRATOR.
12 4. Each environmental technical report prepared for federally funded
13 CAL TRANS PROJECT{S) must be prepared in accordance with the latest provisions of the
14 Standard Environmental Reference published by CAL TRANS and/or all other applicable
15 local, state and federal regulations and guidance to the full extent that any provisions
16 thereof are related or have applicability to such PROJECT(S). The required technical
17 reports for the PROJECTS will be determined by the Preliminary Environmental Study form
18 for CAL TRANS Local Assistance, the COUNTY'S California Environmental Quality Act
19 (CEQA) process or Federal Cross cutter forms for State Revolving Fund projects.
20 5. The CONSULTANT shall assist the COUNTY in determining all permits that
21 may be required for the PROJECT and prepare all necessary permits for the COUNTY'S
22 submittal to outside agencies.
23 6. When requested by the CONTRACT ADMINISTRATOR, the CONSULTANT
24 shall attend meetings with the COUNTY, federal, state and/or local representatives to
25 discuss and review the technical report. The CONSULTANT shall prepare brief minutes of
26 meetings attended and promptly submit the minutes to the CONTRACT ADMINISTRATOR
27 within seven (7) days.
28 7. The CONSULTANT shall submit each technical report to the CONTRACT
COUNTY OF FRESNO
Fresno, California
12/22/15
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1 ADMINISTRATOR for transmittal to other appropriate agencies for their review and
2 approval. The CONSULTANT shall revise and resubmit each technical report as
3 necessary until approved by all appropriate agencies. Standard submittal shall be two (2)
4 reproducible copies and one (1) electronic copy of each technical report. The
5 CONSULTANT shall verify compatible format and quantity prior to final delivery.
6 8. The CONSULTANT shall prepare technical studies and estimates on 8 Y2" by
7 11" pages, provide hard copy and electronic format as standard submittal; and prepare
8 documents in Microsoft Word 2010 version or later, Microsoft Excel 2010 version or later,
9 or Adobe 9.0 or later, ARC GIS or other mutually agreed upon format. Such submittals
10 shall be sent via email and furnished on compact disc (CD). The CONSULTANT shall
11 verify compatible format and quantity prior to final delivery.
12
13
B.
1.
CEQA Documents:
The CONSULTANT shall prepare CEQA documents, including but not limited
14 to an Initial Study, Mitigated Negative Declaration, Negative Declaration and Environmental
15 Impact Report to complete CEQA review in accordance with CEQA Guidelines. The CEQA
16 phase includes, but is not limited to, data compilation and review, impact assessment and
17 determination, documentation preparation, development of mitigation measures, response
18 to comments, as well as project management and public meeting attendance.
19 2. The CONSULTANT shall ascertain any requirements, unforeseen criteria, or
20 issues for the PROJECT(S) that may be unknown to the CONTRACT ADMINISTRATOR
21 and communicate these requirements, criteria, or issues to the CONTRACT
22 ADMINISTRATOR.
23 3. The CONSULTANT shall assist the COUNTY in determining all permits that
24 may be required for the PROJECT and prepare all necessary permits for the COUNTY'S
25 submittal to outside agencies.
26 C. Design Plans, Technical Specifications and Construction Estimate for
27 Revegetation and Landscaping Projects:
28
COUNTY OF FRESNO
Fresno, California
12/22/15
1. The CONSULTANT shall ascertain the requirements the PROJECT{S)
6
1 through meetings with CONTRACT ADMINISTRATOR and a review of an existing
2 schematic layout of PROJECT(S).
3 2. The CONSULTANT shall ascertain any requirements, unforeseen criteria, or
4 issues for the PROJECT(S) that may be unknown to the CONTRACT ADMINISTRATOR
5 and communicate these requirements, criteria, or issues to the CONTRACT
6 ADMINISTRATOR.
7
8
3.
4.
The CONSULTANT shall provide surveying, if needed, for the PROJECT(S).
The CONSULTANT shall design the PROJECT(S) to conform to
9 requirements of the reviewing agencies having jurisdiction over the PROJECT(S).
10 5. The CONSULTANT shall design the PROJECT(S) to include mitigation
11 measures included in the environmental document.
12 6. The CONSULTANT shall monitor and keep the CONTRACT
13 ADMINISTRATOR informed regarding the impact of design issues on the PROJECT
14 budget. Upon the written request of the CONTRACT ADMINISTRATOR, the
15 CONSULTANT shall incorporate into the design, such reasonable design and operational
16 changes as the CONTRACT ADMINISTRATOR deems appropriate as a result of the
17 COUNTY'S review processes and impact on each PROJECT budget or estimate.
18 7. The CONSULTANT shall assist the COUNTY in determining all permits that
19 may be required for the PROJECT and prepare all necessary permits for the COUNTY
20 submittal to outside agencies.
21 8. The CONSULTANT shall work with the CONTRACT ADMINISTRATOR to
22 ensure that the plans, specifications and estimate meet all requirements to be advertised
23 for construction bids.
24 9. The CONSULTANT shall prepare a detailed estimate, which shall identify the
25 construction components and requirements of the PROJECT.
26 10. The CONSULTANT shall, if required by approval agencies, submit to the
27 COUNTY in the appropriate agency forms, the PROJECT background information and
28 recommended testing and inspection list for materials to be used for each PROJECT
COUNTY OF FRESNO
Fresno, California
12122115
7
1 identifying type, quantity, frequency, and schedule. Submit required numbers of sets of
2 plans, specifications, and other documents required by approval agencies to the
3 CONTRACT ADMINISTRATOR.
4 11. The CONSULTANT shall prepare technical specifications and estimate
5 setting forth in detail, for each PROJECT, the work to be done, and the materials,
6 workmanship, and equipment required for all components of construction necessary to
7 provide the COUNTY with a PROJECT that is complete and fully functional for its intended
8 purpose, all within the fiscal constraints imposed and consistent with the professional
9 services required under this AGREEMENT.
10 12. The CONSULTANT shall assist the CONTRACT ADMINISTRATOR in
11 developing base bid and additive bid item schedules.
12 13. The CONSULTANT shall submit to the CONTRACT ADMINISTRATOR the
13 projected and final construction estimate, verify the reasonableness of the estimated
14 construction period for construction contract bidding purposes as provided by the
15 CONTRACT ADMINISTRATOR and identify long delivery times of materials and
16 equipment which will control length of construction contract.
17 14. The CONSULTANT shall respond to Requests for Clarification during the
18 bidding process and submit to the CONTRACT ADMINISTRATOR for review and approval
19 any additional specifications, clarifications, or additional plan sheets deemed necessary.
20 Responses should be submitted within three (3) working days of receipt.
21 15. The CONSULTANT shall assist the CONTRACT ADMINISTRATOR in
22 evaluating the bids received.
23 16. The CONSULT ANT shall delete or otherwise change portions of the
24 construction work at the request of the CONTRACT ADMINISTRATOR if the lowest bid
25 proposal for the construction contract exceeds the COUNTY approved engineer's estimate
26 (which will include the CONSULTANT'S design contingency amount approved by the
27 COUNTY) by 10% or more; and if the COUNTY rejects all bids, modifications performed by
28 the CONSULTANT shall be completed on a time schedule commensurate with the scope
COUNTY OF FRESNO
Fresno, California
12/22/15
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1 of the changes and as set forth by the COUNTY, and the CONSULTANT will be
2 compensated on a time and materials basis, as agreed to in writing, by the COUNTY and
3 the CONSULTANT.
4 17. The CONSULTANT shall submit one (1) hard copy of each drawing prepared
5 with AutoCAD Civil 3D, version 2013 or later and an electronic copy in the form of .DXF or
6 .DWG files. Such submittals shall be furnished on CD. The CONSULTANT shall verify a
7 compatible format prior to final file delivery.
8 18. The CONSULTANT shall submit to the CONTRACT ADMINISTRATOR five
9 (5) copies of the 30%, 60% and 90% plans (22" X 34" format), specifications and estimates
10 for review. Submit progress prints and final originals of the plans, specifications, and
11 estimates. Prior to submission of plans, the CONSULTANT shall request from the
12 CONTRACT ADMINISTRATOR examples of acceptable drafting format and reproducible
13 standards. Verification of compatible format will be required prior to final file delivery. The
14 CONTRACT ADMINISTRATOR, at its discretion, may reject a submittal that is determined
15 insufficient.
16 a. 30% plans, specifications and estimates shall include copies of utility
17 locations, centerline stationing, proposed and existing right-of-way, typical sections and
18 structural sections.
19 b. 60% plans, specifications and estimates shall include 30% plan
20 information and in addition, preliminary cross sections and earthwork calculations at 25' or
21 50' intervals, adequate information to allow construction survey staking, permits,
22 preliminary profile grade, an updated engineer's estimate, and shall address comments
23 and include necessary revisions as identified by the CONTRACT ADMINISTRATOR in the
24 30% review.
25 c. 90% plans, specifications and estimates shall include 60% plan
26 information and in addition, updated cross sections and earthwork, profile grade, technical
27 specifications, typical sections and the PROJECT details, and shall address comments and
28 include necessary revisions as identified by the CONTRACT ADMINISTRATOR in the 60%
COUNTY OF FRESNO
Fresno, Galifomia
12/22/15
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1 review.
2 d. Final original plans, specifications and estimates to be delivered to the
3 CONTRACT ADMINISTRATOR shall include:
4 i. One (1) original reproducible plan set on 22" by 34" sheets of 4
5 mil thick double matte film.
6 ii. One (1) reproducible copy of cross sections on 22" by 34"
7 sheets of 4 mil thick double matte film.
8 iii. One ( 1 ) CD or DVD with final plans, cross sections and slope
9 stake information, design calculations, quantity calculations, and other design information
10 as applicable to the PROJECT.
11 iv. One (1) stamped and wet signed paper copy and one (1) CD or
12 DVD with final specifications and estimates.
13 19. Plan sheets, cross sections, earthwork calculations and slope stake
14 information shall be in AutoCAD Civil 3D, version 2013 or later. Slope stake information
15 shall include 50-foot intervals for tangent sections and 25-foot intervals for curved sections.
16 Specifications shall be in Microsoft Word, version 201 0 or later and on 8 %" by 11" pages.
17 Final engineer's estimates shall be in Microsoft Excel, version 2010 or later and on 8 %" by
18 11" pages. Estimates shall specify specialty and/or final pay items as described in the
19 Caltrans State Standard Specifications. Verification of compatible format will be required
20 prior to final file delivery.
21 20. The COUNTY will package the CONSULTANT'S documents with those other
22 documents that together will comprise the COUNTY'S construction contract and bid
23 specifications.
24 21. The CONSULTANT shall deliver to the CONTRACT ADMINISTRATOR three
25 (3) weeks prior to the advertising date (which will be determined by the CONTRACT
26 ADMINISTRATOR) the final completed original drawings and specifications for the
27 COUNTY printing and distribution of bid sets to interested contractors. The original
28 drawings and specifications index sheet shall be stamped by a seal with the
COUNTY OF FRESNO
Fresno, California
12/22/15
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1 CONSULTANT'S and subconsultant's license numbers and license renewal dates and/or
2 signed in accordance with the California Business and Professions Code.
3 D. Construction Observation Services:
4 The CONSULTANT shall:
5 1. Attend the preconstruction conference scheduled by the CONTRACT
6 ADMINISTRATOR.
7 2. When requested by the CONTRACT ADMINISTRATOR, attend meetings
8 with the COUNTY, federal, state and/or local representatives. The CONSULTANT shall
9 prepare brief minutes of all meetings attended and promptly submit those minutes to the
10 CONTRACT ADMINISTRATOR within seven (7) calendar days.
11 3. Make recommendations to the COUNTY on all claims of the COUNTY or the
12 CONSULTANT and all other matters relating to the execution and progress of work,
13 including interpretation of the CONSULTANT'S contract documents.
14 4. Within seven (7) calendar days of the COUNTY'S request, review and make
15 recommendations for samples, schedules, shop drawings, and other submissions for
16 general conformance with the design concept of the PROJECT(S) and for general
17 compliance with the plans and specifications and information given by the
18 CONSULTANT'S contract documents.
19 5. Within two (2) working days, respond to requests from the CONTRACT
20 ADMINISTRATOR for information needed from the CONSULTANT in order to clarify
21 construction plans and specifications and to review the construction contractor's cost
22 estimates for all change orders.
23 6. Recommend and assist in the preparation of such change orders as deemed
24 necessary with supporting documentation, calculations and estimate, for review and
25 issuance of change orders by the COUNTY Construction Engineer to obtain appropriate
26 agency acceptance and approval.
27 7. Assist the COUNTY, at the DIRECTOR's express, written authorization, with
28 any claim resolution process involving the CONTRACTOR and the COUNTY as specified
COUNTY OF FRESNO
Fresno, California
12/22/15
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1 hereunder, including serving as a witness in connection with any public hearings or legal
2 proceeding, and also including dispute resolutions required by law or hereunder. The
3 parties recognize that this clause is provided as a means of expediting resolution of claims
4 among the CONTRACTOR, the COUNTY, and the CONSULTANT. However, it is
5 understood the CONTRACTOR is not an intended third party beneficiary of this clause.
6 Compensation for these services shall be computed and invoiced at hourly rates listed in
7 Appendix D hereto. The CONSULTANT shall identify rates for expert witness services,
8 subject to review and approval or disapproval by the CONTRACT ADMINISTRATOR, in
9 Appendix D. Any proposed fee schedule (i.e.: Appendix D) which fails to identify rates for
1 o expert witness services by the CONSULT ANT will be rejected by the CONTRACT
11 ADMINISTRATOR. Any assistance provided by the CONSULTANT as described in this
12 Article Ill, Section C, Paragraph 7 shall be subject to the provisions of Article VI,
13 hereinafter, and shall also be subject to the following:
14 a. The DIRECTOR may believe the CONSULTANT'S work under the
15 AGREEMENT to have included negligent errors or omissions, or that the CONSULTANT
16 may otherwise have failed to comply with the provisions of the AGREEMENT, either
17 generally or in connection with its duties as associated with a particular PROJECT; and
18 that the cause(s) for a claim by the CONTRACTOR may be attributable, in whole or in part,
19 to such conduct on the part of the CONSULTANT. Upon notice by the DIRECTOR, the
20 payments to the CONSULTANT for such arguably deficient services shall be held in
21 suspense by the COUNTY until a final determination has been made, of the proportion that
22 the CONSULTANT'S fault bears to the fault of all other parties concerned.
23 b. Such amounts held in suspense shall not be paid to the
24 CONSULTANT, pending the final determination as to the CONSULTANT'S proportional
25 fault. However, the appropriate percentage of such amount held in suspense shall be paid
26 to the CONSULTANT, once a final determination has been made, and the CONSULTANT
27 thereafter submits a proper invoice to the COUNTY. Payment shall be issued in
28 accordance with the procedure outlined in Article VI, Section B, Paragraph 2.
COUNTY OF FRESNO
Fresno, California
12/22/15
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1 8. At intervals appropriate to the stage of construction, or as otherwise deemed
2 necessary by the CONSULTANT, visit the site of the PROJECT(S) as necessary to
3 become familiar generally with the progress and quality of the work and to determine
4 whether the work is proceeding in general accordance with the contract documents. The
5 CONSULTANT shall not be required to make exhaustive or continuous onsite inspections
6 but shall give direction to the Construction Inspector as hereinafter more specifically
7 provided. The CONSULTANT shall not be responsible for the CONTRACTOR'S failure to
8 carry out the construction work in accordance with the contract documents. However, the
9 CONSULTANT shall immediately advise the CONTRACT ADMINISTRATOR of any known
1 o or observed deviation from the contract documents.
11 9. Not have control over or charge of, and shall not be responsible for
12 construction means, methods, techniques, sequence, or procedure, or for the safety
13 precautions, programs, or equipment in use in connection with the work, since these are
14 solely the CONTRACTOR'S responsibility under the contract for construction.
15 10. Submit progress reports in accordance with the task order. These reports
16 shall be submitted at least once a month. The report should be sufficiently detailed for the
17 CONTRACT ADMINISTRATOR to determine if the CONSULTANT is performing to
18 expectations, or is on schedule; to provide communication of interim findings, and so
19 sufficiently address any difficulties or special problems encountered, so remedies can be
20 developed.
21 11. Advise the CONTRACT ADMINISTRATOR of defects and deficiencies
22 observed in the work of the CONTRACTOR, and may recommend that the DIRECTOR
23 reject work as failing to conform to the contract documents.
24 12. Conduct site visits and field observations to facilitate recommendations by th
25 CONSULTANT regarding:
26
27
28
COUNTY OF FRESNO
Fresno, California
12/22/15
a.
b.
c.
dates of substantial completion.
dates of final completion.
the DIRECTOR'S acceptance of the work.
13
1 d. the DIRECTOR'S filing of the Notice of Completion and Issuance of
2 Final Certificate for payment.
3 e. other issues which may require site visits.
4 E. Control of Construction Project Site
5 The COUNTY agrees that in accordance with generally accepted practices, the
6 COUNTY'S CONTRACTOR will be required to assume sole and complete responsibility for
7 job site conditions during the course of construction projects; including safety of all persons
8 and property, and that this requirement shall be made to apply continuously during projects
9 and not be limited to normal working hours. The CONSULTANT shall not have control
1 o over or charge of, and shall not be responsible for, project means, methods, techniques,
11 sequences or procedures, as these are solely the responsibility of the CONTRACTOR.
12 The CONSULTANT shall not have the authority to stop or reject the work of the
13 CONTRACTOR.
14 IV. OBLIGATIONS OF COUNTY
15 The COUNTY will:
16 A. Issue task orders on a project-by-project basis. Task orders will at a minimum
17 include scope of work, location, and schedule for the PROJECT.
18
19
B.
c.
Compensate the CONSULTANT as provided in the AGREEMENT.
Provide the CONTRACT ADMINISTRATOR as a representative of the
20 COUNTY and, as such, will work with the CONSULTANT in carrying out the provisions of
21 the AGREEMENT.
22
23
D.
E.
Provide basic plan sheet layouts as required.
Examine documents submitted to the COUNTY by the CONSULTANT and
24 timely render decisions pertaining thereto.
25
26
F.
G.
Provide aerial photographs as required.
Provide copies of any available existing as-built plans and right-of-way
27 drawings from the COUNTY files.
28
COUNTY OF FRESNO
Fresno, California
12/22/15
H. Provide mailing lists and labels for notification of property owners upon the
14
1 CONSULTANT'S request.
.2 I. Provide preliminary engineering survey data on existing structures and
3 topographic mapping in Autocad Civil 3D, version 2013 or later, format to the
4 CONSULTANT, if available.
5 J. Prepare all legal descriptions and drawings required for right-of-way
6 acquisition and/or temporary construction permits.
7
8
K.
L.
Provide limited assistance in processing required permits.
Give reasonably prompt consideration to all matters submitted by the
9 CONSULTANT for approval to the end that there will be no substantial delays in the
10 CONSULTANT'S program of work. An approval, authorization or request to the
11 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms
12 of the AGREEMENT only if it is made in writing and signed on behalf of the COUNTY by
13 the CONTRACT ADMINISTRATOR.
14 V. PERFORMANCE PERIOD
15 A. The AGREEMENT shall go into effect upon execution by the COUNTY. The
16 AGREEMENT shall end on the third anniversary of the execution date, unless prior to its
17 expiration its term is extended in writing, for no more than two additional one-year terms,
18 by mutual consent of the DIRECTOR and the CONSULTANT. The CONSULTANT shall
19 commence work promptly after receipt of a notice to proceed issued by the CONTRACT
20 ADMINISTRATOR.
21 B. The CONSULTANT is advised and hereby acknowledges its understanding
22 that any recommendation for award is not binding on the COUNTY until the AGREEMENT
23 is fully executed following its approval by the COUNTY's Board of Supervisors.
24 C. The period of performance for each specific PROJECT shall be in
25 accordance with the Task Order for that PROJECT. Notwithstanding the provisions of
26 Paragraph VI.C.9, if work on a Task Order remains in progress on the expiration date of
27 this AGREEMENT, the term of the contract shall be extended by an appropriate contract
28 amendment, in accordance with the provisions of either Section V.A or Article X of this
COUNTY OF FRESNO
Fresno, California
12122115
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1 AGREEMENT.
2 VI. ALLOWABLE COSTS AND PAYMENTS
3
4
A.
1.
Total Fee:
Notwithstanding any other provisions in the AGREEMENT, the Total Fee for
5 the services required under the AGREEMENT, shall not exceed the total sum of Five
6 Hundred Thousand and No/1 00 Dollars ($500,000.00) over the entire term of the
7 AGREEMENT. Compensation for the services rendered shall be computed at the hourly
8 and cost rates shown in Appendix D, subject to any adjustments that may be approved in
9 accordance with Article VI, Section A, Paragraph 3.
10 2. The hourly and cost rates listed herein for services rendered by the
11 CONSULTANT and subconsultants shall remain in effect for the entire duration of the
12 AGREEMENT unless adjusted in accordance with the provisions of Article VI, Section A,
13 Paragraphs 3, 5, or 6.
14 3. The hourly rates paid for services performed by the CONSULTANT and by
15 subconsultants of the CONSULTANT and the rates for expenses incidental to the
16 CONSULTANT'S and subconsultant's performance of services may be adjusted no more
17 than once annually for inflation, in accordance with the following provisions: the
18 CONSULTANT may request new labor rates and new rates for expenses incidental to the
19 CONSULTANT'S and subconsultant's performance of services subject to written approval
20 of the CONTRACT ADMINISTRATOR in accordance with the provisions of this Article VI,
21 Section A, Paragraph 3. The CONSULT ANT shall initiate the rate adjustment process by
22 submitting to the CONTRACT ADMINISTRATOR a proposed adjusted fee schedule. The
23 proposed adjusted fee schedule shall include proposed hourly rates for all categories of th
24 CONSULTANT and subconsultants wage classifications and proposed rates for incidental
25 expenses listed in Appendix D. The proposed adjusted fee schedule shall not take effect
26 unless approved in writing by the CONTRACT ADMINISTRATOR. The CONSULTANT
27 hereby acknowledges its understanding that approval by the CONTRACT
28 ADMINISTRATOR of any upward adjustment in the hourly and cost rates shall not provide
COUNTY OF FRESNO
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16
1 a basis for any increase in the total fee of $500,000.00, as set forth in Article VI, Section A,
2 Paragraph 1.
3 4. Expenses incidental to the CONSULTANT'S and subconsultant's
4 performance of services under Article Ill of the AGREEMENT shall be charged at the rates
5 listed in Appendix D, subject to any adjustments that may be approved in accordance with
6 Article VI, Section A, Paragraphs 3, 5, or 6. Unless incorporated in an adjusted fee
7 schedule approved by the CONTRACT ADMINISTRATOR in accordance with Article VI,
8 Section A, Paragraphs 3, 5, or 6, all other expenses incidental to the CONSULTANT'S and
9 subconsultant's performance of the services under Article Ill of the AGREEMENT that are
10 not listed in Appendix D shall be borne by the CONSULTANT.
11 5. In the event that, in accordance with Article I, Section D, the CONTRACT
12 ADMINISTRATOR approves the CONSULTANT to retain additional subconsultants not
13 listed in Appendix 8, hourly rates paid for services performed by such additional
14 subconsultants of the CONSULTANT and the rates for expenses incidental to
15 subconsultants performance of services may be adjusted no more than once annually for
16 inflation, in accordance with Article VI, Section A, Paragraph 3. The first annual
17 adjustment of hourly and incidental expense rates for such additional subconsultants shall
18 not be approved prior to one year after the CONTRACT ADMINISTRATOR approval of the
19 retention of such additional subconsultant(s) by the CONSULTANT.
20 6. Notwithstanding any other provisions in the AGREEMENT, the CONTRACT
21 ADMINISTRATOR may, at any time, authorize in writing the revision of the
22 CONSULT ANT'S or subconsultant's charge rates for incidental expenses to include
23 additional categories of such expenses if, in the opinion of the CONTRACT
24 ADMINISTRATOR, such revision is necessary to facilitate the CONSULTANT'S
25 performance of the PROJECT(S).
26
27
B.
1.
Payments:
Progress payments will be made by the COUNTY upon receipt of the
28 CONSULTANT'S monthly invoices and approval by the CONTRACT ADMINISTRATOR
COUNTY OF FRESNO
Fresno, California
12/22/15
17
1 thereof based on the CONTRACT ADMINISTRATOR'S evaluation of the completion of the
2 respective components of the assigned PROJECT. Invoices shall clearly identify the
3 Phase and Task of the work, and the date(s) on which the work was performed, and shall
4 be submitted with the documentation identified in Article VI, Section 8, Paragraph 5.
5 Invoices shall be forwarded electronically to: PWPBusinessOffice@co.fresno.ca.us.
6 2. Upon receipt of a proper invoice, the CONTRACT ADMINISTRATOR will take
7 a maximum of ten ( 1 0) working days to review, approve, and submit it to the COUNTY
8 Auditor Controller/Treasurer Tax Collector. Unsatisfactory or inaccurate invoices will be
9 returned to the CONSULT ANT for correction and resubmittal. Payment, less retention, if
10 applicable, will be issued to the CONSULTANT within forty (40) calendar days of the date
11 the Auditor Controller/Treasurer Tax Collector receives the approved invoice.
12 3. The COUNTY is entitled to withhold a five percent (5%) retention from the
13 CONSULTANT'S earned compensation in accordance with the provisions of Article VII of
14 the AGREEMENT.
15 4. An unresolved dispute over a possible error or omission may cause payment
16 of the CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
17 5. Concurrently with the invoices, the CONSULTANT shall certify (through
18 copies of issued checks, receipts, or other COUNTY pre-approved documentation) that
19 complete payment, less a five percent (5%) retention, except as otherwise specified in
20 Article VII, has been made to all subconsultants as provided herein for all previous invoices
21 paid by the COUNTY. However, the parties do not intend that the foregoing create in any
22 subconsultants or sub-contractor a third party beneficiary status or any third party
23 beneficiary rights, and expressly disclaim any such status or rights.
24 6. Final invoices, and separate invoices for retentions, shall be submitted to the
25 CONTRACT ADMINISTRATOR no later than thirty (30) days after the phase is completed.
26 Payment for retentions, if any, shall not be made until all services for the phase are
27 completed.
28
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7. In the event the DIRECTOR reduces the scope of CONSULTANT'S work
18
1 under the AGREEMENT for a specific PROJECT (or discontinues a specific PROJECT),
2 whether due to a deficiency in the appropriation of anticipated funding or otherwise, the
3 CONSULTANT will be compensated on a pro rata basis for actual work completed and
4 accepted by the DIRECTOR in accordance with the terms of the AGREEMENT.
5
6
C.
1.
7 Task Orders.
8 2.
Other Provisions:
Specific PROJECTS will be assigned to CONSULTANT through issuance of
After a PROJECT to be performed under this AGREEMENT is identified by
9 the COUNTY, the COUNTY will prepare a draft Task Order. A draft Task Order will identify
10 the scope of services, expected results, project deliverables, period of performance, projec
11 schedule and will designate a COUNTY Project Coordinator. The draft Task Order will be
12 delivered to the CONSULTANT for review. The CONSULTANT shall return the draft Task
13 Order within ten (10) calendar days along with a Cost Estimate, including a written estimate
14 of the number of hours and hourly rates per staff person, any anticipated reimbursable
15 expenses, overhead, fee if any, and total dollar amount. After agreement has been
16 reached on the negotiable items and total cost, the finalized Task Order shall be signed by
17 both the COUNTY and the CONSULTANT.
18 3. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for
19 specific rates of compensation, both of which must be based on the labor and other rates
20 set forth in the CONSULTANT's Cost Proposal.
21 4. Reimbursement for transportation and subsistence costs shall not exceed the
22 rates as specified in the approved Cost Proposal.
23 5. When milestone cost estimates are included in the approved Cost Proposal,
24 the CONSULTANT shall obtain prior written approval for a revised milestone cost estimate
25 from the CONTRACT ADMINISTRATOR before exceeding such estimate.
26 6. Progress payments for each Task Order will be made monthly in arrears
21 based on services provided and actual costs incurred.
28
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1 7. The CONSULTANT shall not commence performance of work or services
2 until this AGREEMENT has been approved by the COUNTY, and notification to proceed on
3 a specific Task Order has been issued by the COUNTY'S CONTRACT ADMINISTRATOR.
4 No payment will be made prior to approval or for any work performed prior to approval of
5 this AGREEMENT.
6 8. A Task Order is of no force or effect until returned to the COUNTY and
7 signed by an authorized representative of the COUNTY. No expenditures are authorized
8 on a project and work shall not commence until a Task Order for that PROJECT has been
9 executed by the COUNTY.
10 9. The period of performance for Task Orders shall be in accordance with dates
11 specified in the Task Order. No Task Order will be written which provides for a completion
12 date that extends beyond the expiration date of this AGREEMENT.
13 10. The total amount payable by the COUNTY for an individual Task Order shall
14 not exceed the amount agreed to in the Task Order, unless authorized by an appropriate
15 contract amendment.
16 11. If the CONSULTANT fails to satisfactorily complete a deliverable according to
17 the schedule set forth in a Task Order, no payment will be made until the deliverable has
18 been satisfactorily completed.
19 12. Task Orders may not be used to amend this AGREEMENT and may not
20 cumulatively exceed the TOTAL FEE amount approved for the scope of work under this
21 AGREEMENT, as set forth in Paragraph VI.A.1 above ..
22 VII. RETENTION FROM EARNED COMPENSATION
23 In addition to any amounts withheld under Article Ill, the CONSULTANT agrees that
24 the COUNTY, at the discretion of the CONTRACT ADMINISTRATOR, may withhold a five
25 percent (5%) retention from the earned compensation of the CONSULTANT. If the
26 CONTRACT ADMINISTRATOR determines that retention will be withheld for a PROJECT,
27 the CONTRACT ADMINISTRATOR will so state in writing prior to commencement of the
28 PROJECT by the CONSULTANT and will identify the PROJECT-specific prerequisites
COUNTY OF FRESNO
Fresno, California
12/22/15
20
1 (such as successful completion of a PROJECT phase, as an example) for the release of
2 retentions.
3 VIII. TERMINATION
4 A. The AGREEMENT may be terminated without cause at any time by the
5 COUNTY upon thirty (30) calendar days' written notice. If the COUNTY terminates this
6 AGREEMENT, the CONSULTANT shall be compensated for services satisfactorily
7 completed to the date of termination based upon the compensation rates and subject to
8 the maximum amounts payable agreed to in Article VI, together with such additional
9 services satisfactorily performed after termination which are expressly authorized by the
10 COUNTY to conclude the work performed to date of termination.
11 B. If the CONSULTANT purports to terminate the AGREEMENT, or otherwise
12 refuses to perform pursuant to the AGREEMENT, for reasons other than material breach
13 by the COUNTY, the CONSULTANT shall reimburse the COUNTY, up to a maximum of
14 $10,000 for the actual expense of issuing a Request For Proposal (RFP), engaging a new
15 consultant, and the new consultant's cost in becoming familiar with the previous
16 CONSULTANT'S work. The COUNTY'S entitlement to such reimbursement shall in no
17 way be construed as a limitation on other damages that may be recoverable by the
18 COUNTY as a result of the CONSULTANT'S termination, in breach of its obligations
19 hereunder.
20 C. The COUNTY may immediately suspend or terminate the AGREEMENT in
21 whole or in part, where in the determination of the COUNTY there is:
22
23
24
25
26
1.
2.
3.
4.
D.
An illegal or improper use of funds;
A failure to comply with any term of the AGREEMENT;
A substantially incorrect or incomplete report submitted to the COUNTY;
Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the
21 COUNTY of any breach of the AGREEMENT or any default which may then exist on the
28 part of the CONSULTANT. Neither shall such payment impair or prejudice any remedy
COUNTY OF FRESNO
Fresno, California
12/22/15
21
1 available to the COUNTY with respect to the breach or default. The DIRECTOR shall have
2 the right to demand of the CONSULTANT the repayment to the COUNTY of any funds
3 disbursed to the CONSULTANT under the AGREEMENT, which, in the judgment of the
4 DIRECTOR and as determined in accordance with the procedures of Article XVI, were not
5 expended in accordance with the terms of the AGREEMENT. The CONSULTANT shall
6 promptly refund any such funds upon demand.
7 E. The terms of the AGREEMENT, and the services to be provided thereunder,
8 are contingent on the approval of funds by the appropriating government agency. Should
9 sufficient funds not be allocated, the services provided may be modified, or the
10 AGREEMENT terminated at any time by giving the CONSULTANT thirty (30) days advanc
11 written notice. In the event of termination on the basis of this Paragraph, the
12 CONSULTANT'S entitlement to payment, in accordance with the payment provisions set
13 forth hereinabove, shall apply only to work performed by the CONSULTANT prior to receipt
14 of written notification of such non-allocation of sufficient funding.
15 IX. FUNDING REQUIREMENTS
16 A. It is mutually understood between the parties that the AGREEMENT may
17 have been written before ascertaining the availability of funds or appropriation of funds, for
18 the mutual benefit of both parties, in order to avoid program and fiscal delays that would
19 occur if the AGREEMENT were executed after that determination was made.
20 B. The AGREEMENT is subject to any additional restrictions, limitations,
21 conditions, or any legislation enacted by the Congress, State Legislature or County Board
22 of Supervisors that may affect the provisions, terms, or funding of the AGREEMENT in any
23 manner.
24 c. It is mutually agreed that if sufficient funds are not appropriated, the
25 AGREEMENT may be amended to reflect any reduction in funds.
26 D. The COUNTY has the option to void the AGREEMENT under the 30-day
27 cancellation clause, or to amend the AGREEMENT by mutually acceptable modification of
28 its provisions to reflect any reduction of funds.
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Fresno, California
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22
1 X. CHANGE IN TERMS
2 A. The AGREEMENT may be amended or modified only by mutual written
3 agreement of both parties. Except as provided in Article V, Section A, any such written
4 amendment to this AGREEMENT may be approved on the COUNTY's behalf only by its
5 Board of Supervisors.
6 B. The CONSULTANT shall only commence work covered by an amendment
7 after the amendment has been fully executed and written notification to proceed has been
8 issued by the CONTRACT ADMINISTRATOR.
9 XI. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
10 A. The CONSULTANT must give consideration to Disadvantaged Business
11 Enterprise (hereinafter referred to as "DBE") firms as specified in 23 Code of Federal
12 Regulations (hereinafter referred to as "CFR") Section 172.5(b ), and in 49 CFR, Part 26.
13 The CONSULTANT must meet the DBE goal established for PROJECT(S) by using DBEs
14 as subconsultants or document a good faith effort to have met the goal. If a DBE
15 subconsultant is unable to perform, the CONSULTANT must make a good faith effort to
16 replace him/her with another DBE subconsultant if the goal is not otherwise met.
17 B. The CONSULTANT is responsible for being fully informed regarding the
18 requirements of Title 49 CFR, Part 26 and CAL TRANS' Disadvantaged Business
19 Enterprise program developed pursuant to the regulations, as detailed in Appendix C,
20 Notice to Proposers DBE Information, attached hereto and incorporated herein.
21 C. A DBE subconsultant may be terminated only with written approval by the
22 CONTRACT ADMINISTRATOR and only for reasons specified in 49 CFR Section 26.53(f).
23 Prior to requesting the CONTRACT ADMINISTRATOR consent for the proposed
24 termination, the CONSULTANT must meet the procedural requirements specified in 49
25 CFR Section 26.53(f).
26 XII. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS
27 A. The CONSULTANT agrees that the Contract Cost Principles and Procedures,
28 Title 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq.,
COUNTY OF FRESNO
Fresno, California
12/22/15
23
1 shall be used to determine the allowability of cost for individual items. The CONSULTANT
2 shall sign the Certification of Contract Costs and Financial Management System, attached
3 hereto and incorporated herein as Appendix E.
4 B. The CONSULTANT also agrees to comply with federal procedures in
5 accordance with Title 49 CFR, Part 18, Uniform Administrative Requirements for Grants
6 and Cooperative Agreements to State and Local Governments.
7 C. Any costs for which payment has been made to the CONSULTANT that are
8 determined by subsequent audit to be unallowable under 49 CFR Part 18 and 48 CFR,
9 Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to
10 repayment by the CONSULTANT to the COUNTY.
11 D. All subcontracts in excess of $25,000 shall contain the above provisions.
12 XIII. COVENANT AGAINST CONTINGENT FEES
13 The CONSULTANT warrants, by execution of the AGREEMENT, that the
14 CONSULTANT has not employed or retained any company or person, other than a bona
15 fide employee working for the CONSULTANT; to solicit or secure the AGREEMENT; and
16 that CONSULTANT has not paid or agreed to pay any company or person other than a
17 bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other
18 consideration, contingent upon or resulting from the award or formation of the
19 AGREEMENT. For breach or violation of this warranty, the COUNTY shall have the right
20 to annul the AGREEMENT without liability, and to pay only for the value of the work
21 actually performed by the CONSULTANT, or alternatively in the COUNTY's discretion, to
22 deduct from the contract price or consideration, or otherwise recover the full amount of
23 such any such commission, percentage, brokerage fee, gift, contingent fee or similar form
24 of consideration previously paid by the CONSULTANT.
25 XIV. RETENTION OF RECORDS/AUDIT
26 A. For the purpose of determining the sufficiency of the CONSULTANT'S
27 performance of the contract (and compliance with Public Contract Code 10115, et seq. and
28 Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when
COUNTY OF FRESNO
Fresno, California
12/22/15
24
1 applicable), the CONSULTANT, subcontractors, and the COUNTY, and each of them, shall
2 maintain all books, documents, papers, accounting records, and other evidence pertaining
3 to the performance of the AGREEMENT, including but not limited to, the costs of
4 administering the AGREEMENT.
5 B. All parties shall make such materials available at their respective offices at all
6 reasonable times throughout the entirety of the contract term and for three years from the
7 date of final payment under the contract, pursuant to Government Code 8546.7. The state,
8 the State Auditor, the COUNTY, Federal Highway Administration, or any duly authorized
9 representative of the federal government shall have access to any books, records, and
1 o documents of the CONSULTANT that are pertinent to the contract for audit, examinations,
11 excerpts, and transactions, and copies thereof shall be furnished if requested, as more
12 thoroughly set forth in Section D of the immediately following Article XV of the
13 AGREEMENT. It shall be the responsibility of the CONSULTANT to ensure that all
14 subcontracts in excess of $25,000 shall contain this provision.
15 XV. AUDIT REVIEW PROCEDURES
16 A. Any dispute concerning a question of fact arising under an interim or post
17 audit of this contract that is not disposed of by agreement between the parties, shall be
18 reviewed by the COUNTY's Auditor-Controller/Treasurer-Tax Collector.
19 B. Not later than 30 days after issuance of the final audit report, the
20 CONSULTANT may request a review by the COUNTY's Auditor-Controller/Treasurer-Tax
21 Collector of unresolved audit issues. The request for review will be submitted in writing.
22 C. Neither the pendency of a dispute nor its consideration by the COUNTY will
23 excuse the CONSULT ANT from full and timely performance, in accordance with the terms
24 of the AGREEMENT.
25 D. The CONSULTANT and subconsultants' contracts, including cost proposals
26 and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a
27 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA)
28 ICR Audit Workpaper Review. If selected for audit or review, the contract, cost proposal
COUNTY OF FRESNO
Fresno, California
12/22/15
25
1 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 4
2 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit
3 Workpaper Review it is the CONSULTANT's responsibility to ensure federal, state, or local
4 government officials are allowed full access to the CPA's workpapers. The AGREEMENT,
5 cost proposal, and ICR shall be adjusted by CONSULTANT and approved by the
6 CONTRACT ADMINISTRATOR to conform to the audit or review recommendations. The
7 CONSULTANT agrees that individual terms of costs identified in the audit report shall be
8 incorporated into the contract by this reference if directed by the COUNTY at its sole
9 discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations,
10 or to ensure that the Federal, State, or local governments have access to CPA workpapers,
11 will be considered a breach of contract terms and cause for termination of the
12 AGREEMENT and disallowance of prior reimbursed costs.
13 XVI. ERRORS OR OMISSIONS CLAIMS AND DISPUTES
14
15
A.
1.
Definitions:
A "Consultant" is a duly licensed Architect or Engineer, or other provider of
16 professional services, acting as a business entity (owner, partnership, corporation, joint
17 venture or other business association) in accordance with the terms of an agreement with
18 the COUNTY.
19 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter
20 of right, adjustment or interpretation of contract terms, payment of money, extension of
21 time, change orders, or other relief with respect to the terms of the contract. The term
22 "Claim" also includes other disputes and matters in question between the COUNTY and
23 the CONSULTANT arising out of or relating to the contract. Claims must be made by
24 written notice. The provisions of Government Code section 901, et seq., shall apply to
25 every claim made to the COUNTY. The responsibility to substantiate claims shall rest with
26 the party making the claim. The term "Claim" also includes any allegation of an error or
27 omission by the CONSULTANT.
28
COUNTY OF FRESNO
Fresno, California
12/22115
B. In the spirit of cooperation between the COUNTY and the CONSULTANT, th
26
1 following procedures are established in the event of any claim or dispute alleging a
2 negligent error, act, or omission, of the CONSULTANT.
3 1. Claims, disputes or other matters in question between the parties, arising out
4 of or relating to the AGREEMENT, shall not be subject to arbitration, but shall be subject to
5 the following procedures.
6 2. The COUNTY and the CONSULTANT shall meet and confer and attempt to
7 reach agreement on any dispute, including what damages have occurred, the measure of
8 damages and what proportion of damages, if any, shall be paid by either party. The partie
9 agree to consult and consider the use of mediation or other form of dispute resolution prior
10 to resorting to litigation.
11 3. If the COUNTY and the CONSULTANT cannot reach agreement under
12 Article XVI, Section B, Paragraph 2, the disputed issues may, upon concurrence by all
13 parties, be submitted to a panel of three (3) for a recommended resolution. The
14 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the
15 third member shall be selected by the other two panel members. The discovery rights
16 provided by California Code of Civil Procedure for civil proceedings shall be available and
17 enforceable to resolve the disputed issues. Either party requesting this dispute resolution
18 process shall, when invoking the rights to this panel, give to the other party a notice
19 describing the claims, disputes and other matters in question. Prior to twenty (20) working
20 days before the initial meeting of the panel, both parties shall submit all documents such
21 party intends to rely upon to resolve such dispute. If it is determined by the panel that any
22 party has relied on such documentation, but has failed to previously submit such
23 documentation on a timely basis to the other party, the other party shall be entitled to a 20-
24 working-day continuance of such initial meeting of the panel. The decision by the panel is
25 not a condition precedent to arbitration, mediation or litigation.
26 4. Upon receipt of the panel's recommended resolution of the disputed issue(s),
27 the COUNTY and the CONSULTANT shall again meet and confer and attempt to reach
28 agreement. If the parties still are unable to reach agreement, each party shall have
COUNTY OF FRESNO
Fresno, California
12/22/15
27
1 recourse to all appropriate legal and equitable remedies.
2 c. The procedures to be followed in the resolution of claims and disputes may
3 be modified any time by mutual agreement of the parties hereto.
4 D. The CONSULTANT shall continue to perform its obligations under the
5 AGREEMENT pending resolution of any dispute, and the COUNTY shall continue to make
6 payments of all undisputed amounts due under the AGREEMENT.
7 E. When a claim by either party has been made alleging the CONSULTANT'S
8 negligent error, act, or omission, the COUNTY and the CONSULTANT shall meet and
9 confer within twenty-one (21) working days after the written notice of the claim has been
1 o provided.
11 XVII. SUBCONTRACTING
12 A. Nothing contained in this AGREEMENT or otherwise shall create any
13 contractual relation between the COUNTY and any subconsultant(s), and no subcontract
14 shall relieve the CONSULTANT of any of its responsibilities and obligations hereunder.
15 The CONSULTANT agrees to be as fully responsible to the COUNTY for the acts and
16 omissions of its subconsultant(s) and of persons either directly or indirectly employed by
17 any of them as it is for the acts and omissions of persons directly employed by the
18 CONSULTANT. It is specifically agreed and acknowledged that the CONSULTANT'S
19 obligation to pay its subconsultant( s) is an entirely independent obligation from the
20 COUNTY'S obligation to make payments to the CONSULTANT.
21 B. The CONSULTANT shall perform the work contemplated with resources
22 available within its own organization; and no portion of the work pertinent to this contract
23 shall be subcontracted without prior written authorization by the CONTRACT
24 ADMINISTRATOR, excepting only those portions of the work and the responsible
25 subconsultants that are expressly identified in Appendix B hereto.
26 c. The CONSULTANT shall pay its subconsultants within ten (10) calendar days
27 from receipt of each payment made to the CONSULTANT by the COUNTY.
28
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D. Any subcontract in excess of $25,000 entered into by CONSULTANT,
28
1 pertaining to work to be performed under the AGREEMENT, shall contain all of the
2 provisions stipulated in this AGREEMENT to be applicable to subconsultants.
3 E. Any substitution of subconsultant( s) must be approved in writing by the
4 CONTRACT ADMINISTRATOR prior to the start of work by such subconsultant(s).
5 XVIII. EQUIPMENT PURCHASE
6 A. Prior authorization in writing by the CONTRACT ADMINISTRATOR shall be
7 required before the CONSULTANT enters into any unbudgeted purchase order, or
8 subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. The
9 CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such
10 costs.
11 B. Prior authorization by the CONTRACT ADMINISTRATOR shall be required
12 for purchase of any item, service or consulting work in excess of $5,000 that is not covered
13 in the CONSULTANT'S Cost Proposal; and the CONSULTANT'S request must be
14 accompanied by at least three competitive quotations, unless the absence of bidding is
15 adequately justified, to the satisfaction of the CONTRACT ADMINISTRATOR in his or her
16 discretion, by written explanation provided by the CONSULT ANT with its submittal.
17 C. Any authorized purchase of equipment as a result of the AGREEMENT is
18 subject to the following: "The CONSULTANT shall maintain an inventory of all
19 nonexpendable property. Nonexpendable property is defined as having a useful life of at
20 least two years and an acquisition cost of $5,000 or more. If the purchased equipment
21 needs replacement and is sold or traded in, the COUNTY shall receive a proper refund or
22 credit at the conclusion of the contract, or if the contract is terminated, the CONSULTANT
23 may either keep the equipment and credit the COUNTY in an amount equal to its fair
24 market value, or sell such equipment at the best price obtainable at a public or private sale,
25 in accordance with established COUNTY procedures; and credit the COUNTY in an
26 amount equal to the sales price. If the CONSULT ANT elects to keep the equipment, fair
27 market value shall be determined at the CONSULTANT'S expense, on the basis of a
28 competent independent appraisal of such equipment. Appraisals shall be obtained from an
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12122/15
29
1 appraiser mutually agreeable to by the COUNTY and the CONSULTANT, if it is determined
2 to sell the equipment, the terms and conditions of such sale must be approved in advance
3 by the COUNTY." Title 49 CFR, Part 18 requires a credit to Federal funds when
4 participating equipment with a fair market value greater than $5,000.00 is credited to the
5 PROJECT.
6 D. All subcontracts in excess of $25,000 shall contain the foregoing
7 provisions set forth in Sections A through C, inclusive, of this Section XVIII.
8 XIX. HOLD HARMLESS:
9 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
10 agents, and employees, against the payment of any and all costs and expenses (includin
11 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability fo
12 bodily and personal injury to or death of any person or for loss of any property resultin
13 from or arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT,
14 its officers, agents, and employees, in performing or failing to perform any work, services,
15 or functions under this Agreement.
16 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate
17 in the defense of any claim, suit, or other action alleging liability, arising from the
18 performance or failure to perform of any COUNTY construction contractor or subcontractor
19 in connection with any project for which CONSULTANT has been retained under Article Ill
20 above. Such cooperation may include an agreement to prepare and present a cooperative
21 defense after consultation with CONSULTANT's professional liability insurance carrier.
22
23 XX. INSURANCE
24 A. Without limiting the COUNTY'S right to obtain indemnification from the
25 CONSULTANT or any third parties, the CONSULTANT, at its sole expense, shall maintain
26 in full force and effect, the following insurance policies prior to commencement of any work
27 for the COUNTY and, thereafter, throughout the entire term of the AGREEMENT (with the
28 exception of Professional Liability Insurance, which the CONSULTANT shall maintain in full
COUNTY OF FRESNO
Fresno, California
12/22/15
30
1 force and effect for the additional period of time required by Article XX, Section A,
2 Paragraph 4 ).
3 1. Commercial General Liability Insurance with limits not less than One Million
4 Dollars ($1 ,000,000.00) per occurrence and an annual aggregate of not less than Two
5 Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. Th
6 COUNTY may require specific coverages including completed operations, products liability,
7 contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
8 insurance deemed necessary because of the nature of the AGREEMENT.
9 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
10 Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand
11 Dollars ($500,000.00) per accident and for property damages of Fifty Thousand Dollars
12 ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand
13 Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in
14 connection with the AGREEMENT.
15 3. Worker's Compensation insurance policy as required by the California Labor
16 Code.
17 4. Professional Liability Insurance:
18 a. If the CONSULTANT employs licensed professional staff in providing
19 services, Professional Liability Insurance with limits of One Million Dollars ($1,000,000.00)
20 per claim, Three Million Dollars ($3,000,000.00) annual aggregate.
21 b. The Professional Liability Insurance shall be kept in full force and
22 effect for a period of three {3) years from the date of substantial completion of the
23 CONSULTANT'S work as determined by the COUNTY.
24 The CONSULTANT shall obtain endorsements to the Commercial General Liability
25 insurance naming the COUNTY, its officers, agents, and employees, individually and
26 collectively, as additional insured, but only insofar as the operations under the
21 AGREEMENT are concerned. Such coverage for additional insured shall apply as primary
28 insurance and any other insurance, or self-insurance, maintained by the COUNTY, its
COUNTY OF FRESNO
Fresno, California
12/22/15
31
1 officers, agents and employees shall be excess only and not contributing with insurance
2 provided under the CONSULTANT'S policies herein. The CONSULTANT shall give the
3 COUNTY at least thirty (30) days advance written notice of any cancellation, expiration,
4 reduction or other material change in coverage with respect to any of the aforesaid policies.
5 Prior to commencing any such work under the AGREEMENT, the CONSULTANT
6 shall provide to the COUNTY certificates of insurance and endorsements for all of the
7 required policies as specified above, stating that all such insurance coverage has been
8 obtained and is in full force; that the COUNTY, its officers, agents and employees will not
9 be responsible for any premiums on the policies; that such Commercial General Liability
10 insurance names the COUNTY, its officers, agents and employees, individually and
11 collectively, as additional insured, but only insofar as the operations under the
12 AGREEMENT are concerned; that such coverage for additional insured shall apply as
13 primary insurance and any other insurance, or self-insurance, maintained by the COUNTY,
14 its officers, agents and employees, shall be excess only and not contributing with insuranc
15 provided under the CONSULTANT'S policies herein; and that this insurance shall not be
16 cancelled or changed without a minimum of thirty (30) days advance, written notice given
17 to the COUNTY. All certificates shall clearly indicate the COUNTY'S identifying Contract
18 Number for this AGREEMENT, and the certificates shall be sent to the attention of the
19 CONTRACT ADMINISTRATOR.
20 In the event the CONSULTANT fails to keep in effect at all times insurance
21 coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
22 suspend or terminate this AGREEMENT upon the occurrence of such event. All policies
23 shall be issued by admitted insurers licensed to do business in the State of California, and
24 all such insurance shall be purchased from companies possessing a current A.M. Best,
25 Inc. rating of A and FSC VII or better.
26 XXI. INSPECTION OF WORK
27 The CONSULTANT and any subcontractor shall permit the COUNTY, the state, and
28 the FHWA to review and inspect the PROJECT activities and files at all reasonable times
COUNTY OF FRESNO
Fresno, California
12/22/15
32
1 during the performance period of the AGREEMENT including review and inspection on a
2 daily basis.
3 XXII. OWNERSHIP OF DATA
4 A. All documents, including preliminary documents, calculations, and survey
5 data, required in performing services under the AGREEMENT shall be submitted to, and
6 shall remain at all times the property of the COUNTY regardless of whether they are in the
7 possession of the CONSULTANT or any other person, firm, corporation or agency.
8 B. The CONSULTANT understands and agrees the COUNTY shall retain full
9 ownership rights of the drawings and work product of the CONSULTANT for the
10 PROJECT, to the fullest extent permitted by law. In this regard, the CONSULTANT
11 acknowledges and agrees the CONSULTANT'S services are on behalf of the COUNTY
12 and are "works made for hire," as that term is defined in copyright law, by the COUNTY;
13 that the drawings and work product to be prepared by the CONSULTANT are for the sole
14 and exclusive use of the COUNTY, and that the COUNTY shall be the sole owner of all
15 patents, copyrights, trademarks, trade secrets and other rights and contractual interests in
16 connection therewith which are developed and compensated solely under the
17 AGREEMENT; that all the rights, title and interest in and to the drawings and work product
18 will be transferred to the COUNTY by the CONSULTANT to the extent the CONSULTANT
19 has an interest in and authority to convey such rights; and the CONSULT ANT will assist
20 the COUNTY to obtain and enforce patents, copyrights, trademarks, trade secrets, and
21 other rights and contractual interests relating to said drawings and work product, free and
22 clear of any claim by the CONSULTANT or anyone claiming any right through the
23 CONSULTANT. The CONSULTANT further acknowledges and agrees the COUNTY's
24 ownership rights in such drawings or work product, shall apply regardless of whether such
25 drawings or work product, or any copies thereof, are in possession of the CONSULTANT,
26 or any other person, firm, corporation, or entity. For purposes of this AGREEMENT the
27 terms "drawings and work product" shall mean all reports and study findings commissioned
28 to develop the PROJECT design, drawings and schematic or preliminary design
COUNTY OF FRESNO
Fresno, California
12/22/15
33
1 documents, certified reproducibles of the original final construction contract drawings,
2 specifications, the approved estimate, record drawings, as-built plans, and discoveries,
3 developments, designs, improvement, inventions, formulas, processes, techniques, or
4 specific know-how and data generated or conceived or reduced to practice or learning by
5 the CONSULTANT, either alone or jointly with others, that result from the tasks assigned to
6 the CONSULTANT by the COUNTY under the AGREEMENT.
7 c. If the AGREEMENT is terminated during or at the completion of any phase
8 under Article Ill, a reproducible copy of report(s) or preliminary documents shall be
9 submitted by the CONSULTANT to the COUNTY, which may use them to complete the
10 PROJECT(S) at a future time.
11 D. If the PROJECT is terminated at the completion of a construction document
12 phase of the PROJECT, certified reproducibles on 4 mil thick double matte film of the
13 original final construction contract drawings, specifications, and approved engineer's
14 estimate shall be submitted by the CONSULTANT to the COUNTY.
15 E. Documents, including drawings and specifications, prepared by the
16 CONSULTANT pursuant to the AGREEMENT are intended to be suitable for reuse by the
17 COUNTY or others on extensions of the services provided for the PROJECT. Any use of
18 completed documents for projects other than the PROJECT(S) and/or any use of
19 uncompleted documents will be at the COUNTY'S sole risk and without liability or legal
20 exposure to the CONSULTANT.
21 The electronic files provided by the CONSULTANT to the COUNTY are submitted
22 for an acceptance period lasting until the expiration of the AGREEMENT (i.e., throughout
23 the duration of the contract term, including any extensions). Any defects the COUNTY
24 discovers during such acceptance period will be reported to the CONSULTANT and will be
25 corrected as part of the CONSULTANT'S "Basic Scope of Work."
26 F. The CONSULTANT shall not be liable for claims, liabilities or losses arising
27 out of, or connected with (1) the modification or misuse by the COUNTY or anyone
28 authorized by the COUNTY, of such CAD data, or (2) decline of accuracy or readability of
COUNTY OF FRESNO
Fresno, California
12/22/15
34
1 CAD data due to inappropriate storage conditions or duration; or (3) any use by the
2 COUNTY, or anyone authorized by the COUNTY, of such CAD data or other PROJECT
3 documentation for additions to the PROJECT for the completion of the PROJECT by
4 others, or for other projects; except to the extent that said use may be expressly
5 authorized, in writing, by the CONSULTANT.
6 G. The COUNTY, in the discretion of its Board of Supervisors, may permit the
7 copyrighting of reports or other products of the AGREEMENT; and provided further, that if
8 copyrights are permitted; the CONSULTANT hereby agrees and this AGREEMENT shall
9 be deemed to provide that the Federal Highway Administration shall have the royalty-free
10 nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize
11 others to use, the work for government purposes.
12 XXIII. CLAIMS FILED BY COUNTY'S CONSTRUCTION CONTRACTOR
13 A. If claims are filed by the COUNTY's CONTRACTOR relating to work
14 performed by the CONSULTANT'S personnel, and additional information or assistance
15 from the CONSULTANT'S personnel is required in order to evaluate or defend against
16 such claims, then the CONSULTANT hereby agrees in such event to make its personnel
17 available for consultation with the COUNTY's construction CONTRACT ADMINISTRATION
18 and legal staff and for testimony, if necessary, at depositions and at trial or arbitration
19 proceedings.
20 B. The CONSULTANT'S personnel that the COUNTY considers essential to
21 assist in defending against the CONTRACTOR claims will be made available on
22 reasonable notice from the DIRECTOR. Services of the CONSULTANT'S personnel in
23 connection with consultation or testimony for this purpose will be performed pursuant to a
24 written contract amendment, if determined by the parties to be necessary or appropriate.
25 XXIV. CONFIDENTIALITY OF DATA
26 A. All financial, statistical, personal, technical, or other data and information
27 relative to the COUNTY'S operations, which are designated confidential by the COUNTY
28 and made available to the CONSULTANT in order to carry out the AGREEMENT, shall be
COUNTY OF FRESNO
Fresno, California
12/22/15
35
1 protected by the CONSULTANT from unauthorized use and disclosure.
2 B. Permission to disclose information on one occasion, or public hearing held by
3 the COUNTY relating to the contract, shall not authorize the CONSULTANT to further
4 disclose such information, or disseminate the same on any other occasion.
5 C. The CONSULTANT shall not comment publicly to the press or any other
6 media regarding the AGREEMENT or the COUNTY's actions on the same, except to the
7 COUNTY's staff, the CONSULTANT'S own personnel involved in the performance of the
8 AGREEMENT, at public hearings or in response to questions from a Legislative committee.
9 D. The CONSULTANT shall not issue any news release or public relations item
10 of any nature, whatsoever, regarding work performed or to be performed under the
11 AGREEMENT without prior review of the contents thereof by the COUNTY, and receipt of
12 the COUNTY'S written permission.
13 E. All information related to the construction estimate is confidential, and shall
14 not be disclosed by the CONSULTANT to any entity other than the COUNTY.
15 XXV. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
16 In accordance with Public Contract Code Section 10296, the CONSULTANT hereby
17 states under penalty of perjury that no more than one final unappealable finding of
18 contempt of court by a federal court has been issued against the CONSULTANT within the
19 immediately preceding two-year period, because of the CONSULTANT'S failure to comply
20 with an order of a federal court that orders the CONSULTANT to comply with an order of
21 the National Labor Relations Board.
22 XXVI. EVALUATION OF CONSULTANT
23 The CONSULTANT'S performance will be evaluated by the COUNTY using the form
24 attached as Appendix F. A copy of the evaluation will be sent to the CONSULTANT for
25 comments. The evaluation together with the comments shall be retained as part of the
26 contract record.
27 XXVII. STATEMENT OF COMPLIANCE: NON-DISCRIMINATION
28
COUNTY OF FRESNO
Fresno, California
12/22/15
A. The CONSULTANT'S signature affixed herein, and dated, shall constitute a
36
1 certification under penalty of perjury under the laws of the State of California that the
2 CONSULTANT has, unless exempt, complied with, the nondiscrimination program
3 requirements of Government Code Section 12990 and Title 2, California
4 Administrative Code, Section 8103.
5 B. During the performance of the AGREEMENT, the CONSULTANT and its
6 subconsultants shall not unlawfully discriminate, harass, or allow harassment against any
7 employee or applicant for employment because of sex, race, color, ancestry, religious
8 creed, national origin, physical disability (including HIV and AIDS), mental disability,
9 medical condition (e.g., cancer), age (over 40), marital status, and denial of family care
1 o leave. The CONSULTANT and subconsultants shall ensure that the evaluation and
11 treatment of their employees and applicants for employment are free from such
12 discrimination and harassment. The CONSULTANT and subconsultants shall comply with
13 the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.)
14 and the applicable regulations promulgated thereunder (California Code of Regulations,
15 Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and
16 Housing Commission implementing Government Code Section 12990 (a-f), set forth in
17 Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated
18 into the AGREEMENT by reference and made a part hereof as if set forth in full. The
19 CONSULTANT and subconsultants shall give written notice of their obligations under this
20 clause to labor organizations with which they have a collective bargaining or other
21 Agreement.
22 c. The CONSULTANT and subconsultants shall include the nondiscrimination
23 and compliance provisions of this clause in all subcontracts to perform work under the
24 AGREEMENT.
25 XXVIII. DEBARMENT AND SUSPENSION CERTIFICATION
26 A. The CONSULTANT'S signature affixed herein, shall constitute a certification
21 under penalty of perjury under the laws of the State of California, that the CONSULTANT
28 has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and
COUNTY OF FRESNO
Fresno, California
12122115
37
1 Suspension Certificate, which certifies that he/she or any person associated therewith in
2 the capacity of owner, partner, director, officer, or manager, is not currently under
3 suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal
4 agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible
5 by any federal agency within the past three (3) years; does not have a proposed
6 debarment pending; and has not been indicted, convicted, or had a civil judgment rendered
7 against it by a court of competent jurisdiction in any matter involving fraud or official
8 misconduct within the past three (3) years. Any exceptions to this certification must be
9 disclosed to the COUNTY on Appendix G.
10 B. Exceptions will not necessarily result in denial of recommendation for award,
11 but will be considered in determining CONSULTANT responsibility. Disclosures must
12 indicate to whom exceptions apply, initiating agency, and dates of action.
13 C. Exceptions to the Federal Government Excluded Parties Listing System
14 maintained by the General Services Administration are to be determined by the Federal
15 Highway Administration.
16 XXIX. COMPLIANCE WITH LAWS AND STATE PREVAILING WAGE RATES
17 A. The CONSULTANT shall comply with the State of California's General
18 Prevailing Wage Rate requirements in accordance with California Labor Code, Section
19 1770, and all Federal, State, and local laws and ordinances applicable to the work.
20 B. Any subcontract entered into as a result of this contract if for more than
21 $25,000 for public works construction or more than $15,000 for the alteration, demolition,
22 repair, or maintenance of public works, shall contain all of the provisions of this Article.
23 C. When prevailing wages apply to the services described in the scope of work,
24 transportation and subsistence costs shall be reimbursed at the minimum rates set by the
25 Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage
26 Determination. See http://www.dir.ca.gov.
27 XXX. CONFLICT OF INTEREST
28
COUNTY OF FRESNO
Fresno, California
12/22/15
A. The CONSULTANT shall comply with the provisions of the Fresno County
38
1 Department of Public Works and Planning Conflict of Interest Code, attached hereto as
2 Appendix H and incorporated herein. Such compliance shall include the filing of annual
3 statements pursuant to the regulations of the State Fair Political Practices Commission
4 including, but not limited to, portions of Form 700.
5 B. The CONSULT ANT shall disclose any financial, business, or other
6 relationship with the COUNTY that may have an impact upon the outcome of this contract,
7 or any ensuing COUNTY construction project. The CONSULT ANT shall also list current
8 clients who may have a financial interest in the outcome of this contract, or any ensuing
9 COUNTY construction project, which will follow.
10 C. The CONSULTANT hereby certifies that it does not now have, nor shall it
11 acquire any financial or business interest that would conflict with the performance of
12 services under this AGREEMENT.
13 D. The CONSULTANT hereby certifies that neither the CONSULTANT, nor any
14 firm affiliated with the CONSULTANT will bid on any construction contract, or on any
15 contract to provide construction inspection for any construction the PROJECT resulting
16 from the AGREEMENT; provided, however, that this shall not be construed as disallowing
17 the CONSULTANT or affiliated firm from performing, pursuant to the AGREEMENT or
18 other agreement with the COUNTY, construction inspection services on behalf of the
19 COUNTY for the PROJECT. An affiliated firm is one, which is subject to the control of the
20 same persons through joint ownership, or otherwise.
21 E. Except for subconsultants or subcontractors whose services are limited to
22 providing surveying or materials testing information, no subcontractor who has provided
23 design services in connection with this contract shall be eligible to bid on any construction
24 contract, or on any contract to provide construction inspection for any construction project
25 resulting from this contract; provided, however, that this shall not be construed as
26 disallowing subcontractors who have provided design services for the PROJECT from
27 performing, pursuant to this AGREEMENT or other agreement with the COUNTY,
28 construction inspection services on behalf of the COUNTY for the PROJECT.
COUNTY OF FRESNO
Fresno, California
12/22/15
39
1 XXXI. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
2 The CONSULTANT warrants that this AGREEMENT was not obtained or secured
3 through rebates kickbacks or other unlawful consideration, either promised or paid to any
4 COUNTY employee. For breach or violation of this warranty, the COUNTY shall have the
5 right, in its discretion, to do any of the following: terminate the AGREEMENT without
6 liability; or to pay only for the value of the work actually performed; or to deduct from the
7 AGREEMENT price, or otherwise recover the full amount of such rebate, kickback or other
8 unlawful consideration.
9 XXXII. PROHIBITION OF EXPENDING COUNTY STATE OR FEDERAL FUNDS FOR
10 LOBBYING
11 A. The CONSULTANT shall sign the lobbying forms, attached hereto and
12 incorporated herein as Appendix I, as required by the instructions found on each form.
13 B. The CONSULTANT certifies to the best of his or her knowledge and belief
14 that:
15 1. No state, federal or COUNTY appropriated funds have been paid, or will be
16 paid by or on behalf of the CONSULTANT to any person for influencing or attempting to
17 influence an officer or employee of any state or federal agency; a Member of the State
18 Legislature or United States Congress; an officer or employee of the Legislature or
19 Congress; or any employee of a Member of the Legislature or Congress, in connection with
20 any of the following:
21 a.
22 b.
23 c.
24 d.
25 e.
the awarding of any state or federal contract;
the making of any state or federal grant;
the making of any state or federal loan;
the entering into of any cooperative agreement, or
the extension, continuation, renewal, amendment, or modification of
26 any state or federal contract, grant, loan, or cooperative agreement.
27 2. If any funds other than federally appropriated funds have been paid, or will be
28 paid to any person for influencing or attempting to influence an officer or employee of any
COUNTY OF FRESNO
Fresno, California
12/22/15
40
1 federal agency; a Member of Congress; an officer or employee of Congress, or an
2 employf?e of a Member of Congress; in connection with this federal contract, grant, loan, or
3 cooperative agreement, then the CONSULTANT shall complete and submit Standard
4 Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
5 C. The certification required by the provisions of this Article is a material
6 representation of fact upon which reliance was placed when this transaction was made or
7 entered into. Submission of this certification is a prerequisite for making or entering into
8 this transaction imposed by Title 31, U.S. Code Section 1352. Any person who fails to file
9 the required certification shall be subject to a civil penalty of not less than $10,000 and not
10 more than $100,000 for each such failure.
11 D. The CONSULTANT also agrees by signing this document that he or she shall
12 require that the language of this certification be included in all lower-tier subcontracts,
13 which exceed $100,000, and that all such sub-recipients shall certify and disclose
14 accordingly.
15 XXXIII. INDEPENDENT CONTRACTOR
16 A. In performance of the work, duties and obligations assumed by the
17 CONSULTANT under the AGREEMENT, it is mutually understood and agreed that the
18 CONSULTANT, including any and all of the CONSULTANT'S officers, agents, and
19 employees will at all times be acting and performing as an independent contractor, and shall
20 act in an independent capacity and not as an officer, agent, servant, employee, joint venturer,
21 partner, or associate of the COUNTY. Furthermore, the COUNTY shall have no right to
22 control or supervise or direct the manner or method by which the CONSULTANT shall
23 perform its work and function. However, the COUNTY shall retain the right to administer the
24 AGREEMENT so as to verify that the CONSULTANT is performing its obligations in
25 accordance with the terms and conditions thereof.
26 B. The CONSULTANT and the COUNTY shall comply with all applicable
27 provisions of law and the rules and regulations, if any, of governmental authorities having
28 jurisdiction over matters the subject thereof.
COUNTY OF FRESNO
Fresno, California
12122/15
41
1 C. Because of its status as an independent contractor, the CONSULT ANT shall
2 have absolutely no right to employment rights and benefits available to COUNTY employees.
3 The CONSULTANT shall be solely liable and responsible for providing to, or on behalf of, its
4 employees all legally-required employee benefits. In addition, the CONSULTANT shall be
5 solely responsible and save the COUNTY harmless from all matters relating to payment of
6 the CONSULTANT'S employees, including compliance with Social Security withholding and
7 all other regulations governing such matters. It is acknowledged that during the term of this
8 AGREEMENT, the CONSULTANT may be providing services to others unrelated to the
9 COUNTY or to this AGREEMENT.
10 XXXIV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
11 This provision is only applicable if the CONSULTANT is operating as a corporation
12 (a for-profit or non-profit corporation) or if during the term of the AGREEMENT, the
13 CONSULANT changes its status to operate as a corporation. Members of the
14 CONSULTANT'S Board of Directors shall disclose any self-dealing transactions that they
15 are a party to while the CONSULTANT is providing goods or performing services under the
16 AGREEMENT. A self-dealing transaction shall mean a transaction to which the
17 CONSULTANT is a party and in which one or more of its directors has a material financial
18 interest. Members of the Board of Directors shall disclose any self-dealing transactions that
19 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,
20 attached hereto and incorporated as Appendix J and submitting it to the COUNTY prior to
21 commencing with the self-dealing transaction or immediately thereafter.
22 XXXV. NOTIFICATION
23 All notices hereunder and communications regarding interpretation of the terms of
24 the AGREEMENT and changes thereto, shall be effected by the mailing thereof by
25 registered or certified mail, return receipt requested, postage prepaid, and addressed to
26 the CONTRACT ADMINISTRATOR and the CONSULTANT'S Project Manager identified
27 on Page 1 of this AGREEMENT.
28 XXXVI. NON-ASSIGNMENT
COUNTY OF FRESNO
Fresno, California
12122115
42
1 Neither party shall assign, transfer or sub-contract the AGREEMENT or any of its
2 respective rights or duties hereunder, without the prior written consent of the other party.
3 XXXVII. CONSULTANT'S LEGAL AUTHORITY
4 Each individual executing or attesting the AGREEMENT on behalf of the
5 CONSULTANT hereby covenants, warrants, and represents: (i) that he or she is duly
6 authorized by or in accordance with the CONSULTANT'S corporate by-laws to execute or
7 attest and deliver the AGREEMENT on behalf of the CONSULTANT; and (ii) that the
8 AGREEMENT, once he or she has executed it, is and shall be binding upon such
9 corporation.
10 XXXVIII. BINDING UPON SUCCESSORS
11 The AGREEMENT shall be binding upon and inure to the benefit of the parties and
12 their respective successors in interest, assigns, legal representatives, and heirs.
13 XXXIX. INCONSISTENCIES
14 In the event of any inconsistency in interpreting the documents which constitute the
15 AGREEMENT, the inconsistency shall be resolved by giving precedence in the following
16 order of priority: (1) the text of the AGREEMENT (excluding Appendices); (2) Appendices
17 to the AGREEMENT.
18 XL. SEVERABILITY
19 Should any part of the AGREEMENT be determined to be invalid or unenforceable,
20 then the AGREEMENT shall be construed as not containing such provision, and all other
21 provisions which are otherwise lawful shall remain in full force and effect, and to this end
22 the provisions of the AGREEMENT are hereby declared to be severable.
23 XLI. FINAL AGREEMENT
24 Both of the above-named parties to the AGREEMENT hereby expressly agree that
25 the AGREEMENT constitutes the entire agreement which is made and concluded in
26 duplicate between the two parties with respect to the subject matter hereof and supersede
27 all previous negotiations, proposals, commitments, writing, advertisements, publications,
28 and understandings of any nature whatsoever unless expressly included in this
COUNTY OF FRESNO
Fresno, California
12/22/15
43
1 AGREEMENT. In consideration of promises, covenants and conditions contained in the
2 AGREEMENT, the CONSULTANT and the COUNTY, and each of them, do hereby agree
3 to diligently perform in accordance with the terms and conditions of the AGREEMENT, as
4 evidenced by the signatures below.
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COUNTY OF FRESNO
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12/22/15
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
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COUNTY OF FRESNO
Fresno, California
12109/15
SWCA, Ltfc.,
1 \/ \
BY: ~--~
NAME:~==~~=-----------
TITLE: Senior Principal
ADDRESS: 1422 Monterey Street,
Suite C200
San Luis Obispo CA 93401
REVIEWED AND RECOMMENDED
FOR APPROVAL
BY:~t/~
ALAN WEAVER, DIRECTOR
DEPARTMENT OF PUBLIC WORKS
AND PLANNING
ORG: 1910 4360 4510 7205
FUND: 0001 0001 0001 0001 0010 0001
SUBCLASS: 10000 10000 11000 00001
ACCOUNT: 7295
45
COUNTY OF FRESNO
~~~~ . .
CHAIRMAN
BOARD OF SUPERVISORS
ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
·~· .. (j. ~'""
APPROVEDASTOLEGALFO
::;;{lUNSt ~l /
DEPUTY
APPROVED AS TO ACCOUNTING
FORM
BY: (1£tt ~-
VICKI CROW, C.P.A.
AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
APPENDIX A
SWCA San Luis Obispo , will serve as Project Principal and primary point of contact
with the County of Fresno (County). He will be responsible for contract administration and is empowered to speak on
contractual and policy matters. SWCA San Luis Obispo and
will serve as project managers, depending on the type of project, and
will be responsible for project-specific communication.
Mr. Henry is the Office Director for SWCA's San Luis Obispo Office,
and will be available on an as-needed basis in an advisory capacity to
assist the SWCA project team should any uniquely challenging issues
arise. He has served as SWCA's Project Principal and primary Project
Manager for the existing County on-call contract since 2011, working
closely with County staff on all of the Fresno County Public Works projects mentioned in this SOQ. As Office Director,
Mr. Henry has been preparing environmental documents in California since 1988. He retains a diverse workload by
working directly on the preparation and management of a wide array of environmental documents and projects in
addition to performing management responsibilities that include client liaison, agency liaison, preparation of project
budgets, administration and review of contracts, staff and project planning, and quality control for projects under his
direction. Mr. Henry has managed or prepared several hundred environmental documents throughout the Central
Coast region and all of California. This experience includes preparation, coordination, and processing of a wide
variety of environmental documents, monitoring plans, revegetation plans, technical reports, resource agency permits,
and resource protection and conservation studies.
Currently, Mr. Henry serves as Assistant Project Manager, on behalf of the County, for the Phillips 66 Company Rail
Spur Extension and Crude Unloading Project and the Guadalupe Oil Field Remediation and Abandonment Project.
Mr. Henry also recently served in an assistant project manager and liaison role to both the City and County of San
Luis Obispo, on the Chevron Tank Farm Remediation and Development Project, which was approved (and the
Environmental Impact Report [EIR] certified) in September 2014. These projects are multi-disciplinary as well as multi-
agency efforts, which include coordination and interaction with the U.S. Army Corps of Engineers (USAGE), U.S. Fish
and Wildlife Service (USFWS), California Department of Fish and Wildlife (CDFW), California Department of
Transportation (Caltrans), California Department of Toxic Substances Control, Regional Water Quality Control Board
(RWQCB), Airport Land Use Commission, Native American groups, and local advisory committees.
Mr. Claxton will serve as a project manager and will oversee
preparation of environmental documents under this on-call contract. He
has more than 14 years of experience as a biologist and environmental
consultant in California. Mr. Claxton has served as the lead contract
manager for SWCA's various on-call contracts held with Caltrans
(through a prime engineering firm) over the last 8 years, which
included Caltrans Districts 5, 6, 7, 9, and 10. He has an excellent
Page A-5
APPENDIX A
understanding of Caltrans expectations and SWCA continues to maintain a strong reputation with Caltrans staff in
producing quality work.
In addition to maintaining projects under the on-call contracts, Mr. Claxton's experience includes several Caltrans
local assistance and oversight projects in California. Currently, he serves as the lead environmental team member on
the Brisco Road-Halcyon Road/U.S. 101 Interchange Project, Bridge Street Bridge Replacement Project, and Branch
Mill Road Bridge Replacement Project in San Luis Obispo County; the Goleta Beach Park Bridge Replacement
Project in Santa Barbara County; and the San Juan Road Interchange Project in Monterey County. He has not only
served as the lead environmental team member on various bridge projects, but he has also been a contributing author
to numerous environmental documents prepared for projects within San Luis Obispo, Santa Cruz, Monterey, Santa
Barbara, Kern, Fresno, and Sacramento Counties. With his background in biology, he has supervised or prepared
numerous technical studies, including: NESs, BAs, Preliminary Jurisdictional Determinations, Habitat Mitigation
Monitoring Plans, Sensitive Species Surveys, and other documents related to natural resources. Mr. Claxton also has
notable experience with permitting projects that involve USAGE, USFWS, CDFW, RWQCB, and the California Coastal
Commission. He was a contributing author to the Arroyo Grande Creek Waterway Management Plan and EIR, which
was certified in 2010, and is currently assisting the County of San Luis Obispo with acquiring the permits from the
various agencies on this unique project.
Ms. McCrory will serve as a project manager and will oversee
preparation of environmental documents under this on-call contract.
She is a project manager and environmental planner in SWCA's San
Luis Obispo office with a specialized background in CEQNNEPA
development strategies, technical assessment and reporting, permits,
compliance, and program management of complex land use,
development, and land management projects. As a project manager,
she has accumulated a diverse background and technical expertise providing project and team leadership for a wide
range of projects. Ms. McCrory has attended and led several interviews in pursuit of the opportunity to serve as the
environmental consultant for proposed development projects. She has lead project teams providing technical and
analytical environmental review and is effective in managing and working with public agency staff, public interests,
and subconsultants to effectively achieve project goals. Ms. McCrory has processed NEPA and CEQA compliance
projects for a variety of local, state, and federal agencies, as well as private clients. Her technical and field experience
includes conducting and reporting environmental compliance monitoring, habitat restoration management, wetland
delineations, targeted special-status plant surveys, arborist surveys, wildlife surveys, nesting bird surveys, vegetation
monitoring, invasive preliminary constraint analysis surveys, site assessment/reconnaissance surveys, cultural
resources transect surveys, and Phase I hazardous materials site assessment surveys. She has a broad perspective
of the successful processes and methods required to maintain and expand client relationships as well as create and
implement innovative solutions for complex projects.
Ms. McCrory currently serves as Project Manager and primary author for environmental reports ranging from Initial
Studies to EIRs for a wide range of development projects. She has served as Project Manager and primary author for
multiple wastewater treatment plant (WWTP) upgrade project EIRs. Ms. McCrory currently serves as Project Manager
and primary author of the Initial Study/Mitigated Negative Declaration (IS/MND) prepared for the City of Pismo
Beach's Shell Beach Road Pedestrian Safety & Streetscape -Phase I Project. She is also currently the primary
author for the City of Paso Robles WWTP Tertiary Treatment Facilities Upgrade Project IS/MND.
Page P.-6
APPENDIX A
Mr. Ruggerone will serve as a NEPA and Local Assistance process
consultant, and will provide high-level quality assurance/quality control
(QA/QC), as needed. He has more than 30 years of professional
experience in environmental planning involving the preparation,
review, and approval of CEQA and NEPA environmental documents,
environmental technical reports, and resource agency permits. As an Environmental Branch Chief for Caltrans District
5 for over 10 years, Mr. Ruggerone was the environmental manager and contributor to hundreds of environmental
determinations, including Environmental Impact Statements/EIRs, Environmental Assessments/MNDs, and
Categorical Exclusions/Exemptions for transportation projects in Santa Barbara, San Luis Obispo, Monterey, San
Benito, and Santa Cruz Counties. In addition, Mr. Ruggerone has prepared or supervised the preparation of hundreds
of technical studies including Natural Environment Studies, Biological Assessments, Historic Property Survey Reports,
and Section 4(f) Evaluations.
As the supervisor of the Caltrans District 5 environmental branch, Mr. Ruggerone was responsible for approval of all
environmental documents and technical studies and obtaining federal consultation for projects under the Caltrans
Local Assistance program. Mr. Ruggerone was an approved NEPA reviewer under the FHWA NEPA Delegation
program. In 2001, he represented District 5 on a Caltrans/FHWA team charged with standardizing biological technical
reports. Mr. Ruggerone participated in the development of guidance and templates that are currently required for all
biological technical reports prepared for Caltrans/FHWA. In 2005, Mr. Ruggerone was selected as a Local Assistance
environmental representative to a statewide team that developed implementation strategies for NEPA delegation of
Local Assistance projects. Strategies, guidance, and document/report templates developed by that team resulted in
California being the only state to be assigned FHWA NEPA responsibilities.
SWCA's California team is comprised of project managers, environmental planners, archaeologists and architectural
historians, paleontologists, and biologists, including botanists, herpetologists, avian ecologists, and mammalogists,
with wide-ranging experience throughout California. Qualifications for our key personnel are included in Table 1
below, and resumes, which include examples of relevant experience, are included in Attachment A.
Our technical capabilities are further supported by highly experienced project management and regulatory experts; an
integrated quality assurance/quality control (QA/QC) process; a well-developed, company-wide GIS program; a strong
culture of safety, including a structured, company-wide safety program; and multiple technical editors with a dedicated
style that leads to seamless work products requiring no rework.
For over three decades, SWCA has provided comprehensive environmental planning, regulatory compliance, and
natural and cultural resource management services to businesses and government clients across the United States.
We work to understand the full life cycle of your project, from its early inception to completion. In the face of rapid
environmental, economic, and societal changes, SWCA provides a comprehensive approach to the challenges you
face. We offer a focused suite of environmental consulting services combined with regional knowledge,
professionalism, customer-orientation, and high-quality service.
We apply our motto to each of our projects, producing defensible technical
results that ensure project success.
A.-7
APPENDIX A
Table 1. Key Personnel Qualifications. Your project will be efficiently executed by a Project Management Team and Discipline Leads with
extensive experience with federal and Fresno County transportation projects and the Caltrans Local Assistance program, including a former
Caltrans District Branch chief, expertise in the requisite environmental resource areas, and familiarity with relevant state and federal agencies.
Bill Henry, AICP I Office Director I Project
Principal (25 years)
M.C.R.P., City and Regional Planning
B.S., Natural Resources Management
Responsibilities: Contract administration. QNQC,
project oversight
Jon Claxton I Natural Resources Team Leader
(15 years)
B.S., Biological Sciences
Responsibilities: Project management. h~qh-level
review of natural resources documents,
agency consultation, regulatory permitting
Jacqueline McCrory I Environmental Planner
(9 years)
M.S., Environmental Management
B.A., Environmental Studies;
c: Ecology and Conservation,
m: Anthropology
Responsibilities: CEQNNEPA analysis, water
quality assessments
Gary Ruggerone, NEPA Specialist (37 years)
M.A., Biology; e: Population/Aquatic
B.S., Biology
Responsibilities: Section 4(0 & 6{f) compliance,
high-level review of NEPA documents
• American Institute of Certified Planners
• Association of Environmental Professionals
• American Planning Association
• Bay Foundation, Board Member
• Plant Voucher Collecting Permit; CDFW,
No. 2081 (a)-09-04-V
• Scientific Collecting Permit; CDFW,
No. SC-7285
• USAGE-approved Wetland Delineation
Training
• Morro shoulderband snail10(a)(1)(A)
Recovery Permit; USFWS, No. TE-824123-4
• The Wildlife Society, Central Coast Chapter
Vice President
• Central Coast Biological Society
• Morro Bay Audubon Society
• Plant Voucher Collecting Permit; CDFW, No.
2081(a)-14-031-V
• Authorized User ;California Historical
Resources Information System
• USAGE-approved Wetland Delineation
Training
• Association of Environmental Professionals
• American Planning Association
• Certified NEPA Quality Control Reviewer,
2007-2010
Page P\-8
• Environmental studies
• CEQA/NEPA analysis
• Agency consultation/coordination
• Program management
• Environmental mitigation management and
compliance
• Caltrans/FHWA NEPA compliance
documents and Local Assistance Programs
• Section 7 Endangered Species Act
consultation
• Regulatory Permitting
• Environmental impact analysis
• Sensitive species consultation
• Preparation of constraints and feasibility
study reports
• Wetland delineations
• CEQAINEPA analysis and compliance
• Land use and policy analysis
• Mitigation monitoring plans
• Agency consultation/coordination
• CEQAINEPA compliance
• Section 7 and 10 consultation
• Section 4(f) and local assistance procedures
• Regulatory permitting
Travis Belt I Senior Biologist (14 years)
B.S., Forestry and Natural Resources
Management
Responsibilities: Wetland delineations,
wildlife/botanical surveys, report preparation,
agency consultation, regulatory permittin.q,
mitigation plans
Barrett Holland I Biologist (13 years)
B.S., Environmental Science and Natural
Resources Management
Responsibilities: Wildlife/botanical surveys, report
preparation, permitting and mWqation plans,
monitoring
Leroy Laurie 1 Archaeologist (14 years)
B.S., Social Sciences
Responsibilities: Archaeological surveys, report
preparation
Adriana Neall Visual Assessment I GIS/CADD
Specialist (7 years)
M.C.R.P., City and Regional Planning
B.A., History
Responsibilities: Visual assessments, GIS,
graphics, mapping
Elliot Haro 1 Principal Scientist (14 years)
B.S., Soil Science, M.S., Soil Science
Responsibilities: Phase I and II ESAs
APPENDIX A
• Plant Voucher Collecting Permit; CDFW,
No. 2081(a)-09-05-V
• Scientific Collecting Permit; CDFW,
No. SC-9726
• USAGE-approved Wetland Delineation
Training
• Morro shoulderband snail10(a)(1)(A)
Recovery Permit; USFWS, No. TE-824123-4
• Qualified Wildlife Hazard Assessment
Biologist
• Plant Voucher Collecting Permit; CDFW,
No. 2081(a)-09-06-V
• Scientific Collecting Permit, CDFW;
No. SC-008300
• USAGE-approved Wetland Delineation
Training
• Morro shoulderband snail10(a)(1 )(A)
Recovery Permit; USFWS, No. TE-824123-4
• International Society of Arboriculture (ISA)
CertifiedArborist; No. WE-10287A
• Society for California Archaeology
• Association of Environmental Professionals
• Registered Environmental Assessor (REA I;
State program discontinued)
• Hazardous Waste Operations and Emergency
Response (HAZWOPER) 40-hour training and
yearly 8-hour refresher
Page ,L\-9
• Land rehabilitation, mitigation design, and
monitoring
• Wetland delineations
• sensitive species surveys and monitoring
• CEQAINEPA analysis, habitat assessments,
and mitigation measure design
• Wetland delineations
• Special-status species habitat assessments
• Sensitive plant species restoration
• Riparian and dune restoration and
monitoring
• Construction and environmental monitoring
• Archaeological survey, excavation,
monitoring
• Report preparation
• Cultural resources management
• Molluscan identification and analysis
• GIS Mapping using ESRI Products
• Drafting and graphics using CADD
• Phase I and II Environmental Site
Assessments
• Soil and Groundwater Investigations
• Soil and Groundwater Remediation
• Project Management
• Remediation Technology Evaluation
• Site Characterization
• Remediation System Operations and
Maintenance
Tim Nelligan 1 Professional Engineer (20 years)
B.S., Environmental Engineering
Responsibilities: Project Oversight
Sam Silverman I Air Quality and Noise Team
Leader (12 years)
MS, Environmental Health
BS, Environmental Studies
Responsibilities: Air quality and noise analysis
Seyedehsan Hosseini, Ph.D. I Air Quality
Specialist (3 years)
Ph.D, Mechanical Engineering
MS, Mechanical Engineering
BS, Applied Physics
Responsibilities: Air quality and noise analysis
APPENDIX A
• Professional Engineer# C68666
• Hazardous Waste Operations and Emergency
Response (HAZWOPER) 40-hour training and
yearly 8-hour refresher
;1,-10
• Project Management
• Soil and Groundwater Investigations
• Data Analysis and Management
• Remediation Technology Evaluation
• Engineering Design
• Construction Oversight
• Operation and Maintenance
• Air quality analyses for multiple air quality
projects
• Capability to prepare emission inventories
for projects using a variety of tools including
the EMFAC and AERMOD computer models
• Capability to analyze regional and project-
level air quality conformity for federally
funded transportation projects
• Currently preparing a detailed particulate
matter hot spot analysis for a highway
widening projecl
• Air quality modeling expert, including
AERMOD and EMFAC
• Completed EPA training course related to
Transportation Conformity assessments
APPENDIX B
SWCA has extensive experience organizing and managing multidisciplinary teams and understands the importance of
ensuring team coordination and cooperation throughout the environmental review process. Sub-consultants are
chosen based on past performance history, and only those who continually meet deadlines in a timely manner and
perform tasks with the highest levels of competency and integrity are selected for the team. SWCA's professional
reputation helps to assure sub-consultant cooperation. Sub-consultants are aware of SWCA's extensive professional
relationship with lead agencies throughout California and San Luis Obispo County in particular, and look to ensure
future work with us by performing tasks efficiently and maintaining high-quality performance standards. Sub-
consultants supporting our team include:
Haro Environmental, Inc. is a geoenvironmental consulting firm specializing in site
assessment services, as well as soil and groundwater investigation and cleanup. Our
staff has extensive experience performing Phase I and Phase II Environmental Site
Assessments (ESAs) and are familiar with the American Society for Testing and
Materials (ASTM) Standards, which provide a framework for the Phase I ESA process.
Haro Environmental has conducted numerous Phase I and Phase II Initial Site Assessments (ISAs) as well as site
investigation and remediation field activities including air, soil, groundwater, and surface water sampling; groundwater
!l..-\0
APPENDIX B
monitoring well installations; and remediation system operations and maintenance. Various environmental reports
prepared include site assessment reports, feasibility studies, remedial/corrective action plans, remedial work plans,
and health-based risk evaluations. Haro Environmental has consulted with both local and regional agencies for work
plan approvals and modifications to comply with the regulatory process. The Haro Environmental team's technical
expertise includes evaluation, design, and implementation of innovative in-situ groundwater treatment technologies
including enhanced bioremediation and in-situ chemical oxidation.
Founded in 1984, Terry A. Hayes Associates Inc. (TAHA) has been providing public sector and
private clients with environmental and community impact assessment services for more than 31
years. The TAHA office is located in Culver City, California, has 10 employees, and is a certified
Minority-Owned Business Enterprise (MBE), Disadvantaged Business Enterprise (DBE),
Community Business Enterprise (CBE), and Small Business Enterprise (SBE).
T AHA provides many services that help clients successfully and efficiently complete the environmental process,
certify environmental documents in order to adopt plans, programs, and projects. Most importantly, T AHA has the
tools and experienced staff members who can synthesize complex documents and present them to a board,
commission, council, or community group in a way that can be easily understood to facilitate the decision-making as
well as aid in the resolution of environmental issues or conflicts. T AHA has prepared and managed every type of
CEQA and NEPA document, as well as master and program plans, field, literature, and electronic database reviews,
and technical studies. Specialized services include noise, vibration, and visual/aesthetic assessments.
/\-1
Local Assistance Procedures Manual APPENDIX C Exhibit 10-02
Consultant Contract DBE Commitment
EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT
1. Local Agency: _C_o_u_n_ty'---o_f_F_re_s_n_o_D_ep_t_o_f_P_W_&_P_Ia_n_n_in_g'-----2. contract DBE Goal: _5_%_o _________ _
3. Project Description: On-Call Environmental Consultant Services
4. Project Location: Fresno County, California
5. Consultant's Name: SWCA, Incorporated 6. Prime Certified DBE: D 7. Total Contract Award Amount: n/a ------
8. Total Dollar Amount for ALL Subconsultants: _n_l_a _______ _ 9. Total Number of ALL Subconsultants: _n_la _____ _
10. Description of Work, Service, or Materials 11. DBE 13. DBE
Certification 12. DBE Contact Information Dollar Supplied Number Amount
Haro Environmental (pending) 1 065 Higuera Street, Suite 301, San n/a Luis Obispo, CA 93401 I 805.204.4483
Terry A. Hayes Associates, Inc. 40312 8522 National Boulevard, Suite 1 02, n/a Culver City, CA 902321310.839.4200
,,•. ;,~:{,t[~~~~,.&:~ .. ;..-., to;"';;L :c.:~~r~.~~·1i>..f"' >,;·}·;{r:;,, ·'?~i' . • · ·>: :•,;;:~ c7' • ~.· '"·i''6'•': :•·• >'.' t·'·'i z': $n/a 20. Local Agency Contract
t\hln"tho.r· 14. TOTAL CLAIMED DBE PARTICIPATION
21. Federal-Aid Project Number:
5% 22. Contract Execution
n ... t .. ·
Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit,
this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is
required.
OLL:=:: 09/04/15
23. local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date
Bill Henry, AICP 805.543.7095
25. Local Agency Representative's Name 26.Phone 17. Preparer's Name 18. Phone
Office Director
27. local Agency Representative's Title 19. Preparer's Title
DISTRIBUTION: 1. Original -Local Agency
2. Copy-Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract
execution may result in de-obligation of federal funds on contract
ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TOO (916) 654-
3880 or write Records and Forms Management, 1120 N Street. MS-89, Sacramento, CA 95814.
Page 1 of2
July 23, 2015
APPENDIX D
Son lW Obispo Ollke
1422 ~ray Slreet, C200
Son lW ObiJpo, Colik>mio 93401
Tel 005.543.7095 fox 005.543.2367
-.JW(XI.CI)m
COUNTY OF FRESNO ON-CALL ENVIRONMENTAL CONSULTANT
SERVICES FOR VARIOUS PUBLIC WORKS PROJECTS
FEE PROPOSAL
Bill Henry Project Principal $ 182
Jon Claxton Natural Resources T earn Leader $ 138
Jacqueline McCrory Environmental Planner $ 116
Gary Ruggerone NEPA Specialist 127
Shawna Scott Planning Team Leader 138
Greg Parker Senior Environmental Planner $ 220
Emily Creel Environmental Planner $ 115
Roselynn Kenny Environmental Comptiance Specialist 105
·-· ~--~-·····-·-~-·-·
Benjamin Hart Senior Biologist 138
Geoff Hoetker Senior Biologist $ 127
Travis Belt Senior Biologist $ 127
John Moule Biologist $ 105
Stefanie Nisich Biologist $ 105
Jackie Hancock Biologist $ 93
Barrett Holland Biologist $ 93
John Dietler, Ph.D. Cultural Resources Principal Investigator 182
Leroy Laurie Cultural Resources Specialist 105
Chad Jackson Cullural Resources Specialisl $ 83
Adriana Neal GlSJCADD Specialist $ 105
Jaimie Jones Proposal Coordinator!f echnical Edi1or $ 93
Lodging at cost
Per Diem $51Jperday
Mileage $0.575/mile
---·-----·--·· ,_
Rental Car and Fuel at cost
Black and White Copies, each $0.10
-
Color Copies, each $1
··-->•"·-•-•o··--•·----
Subcontractors 20%markup
•Add 15% mark-up to expenses.
APPENDIXE
Local Assistance Procedures Manual EXIIIDIT 10-K
Consultant Certification of Contract Costs and Financial Management System
EXlliBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL
MANAGE!ItiENT SYSTEM
(Note: If requesting to lllilize tile Safe Harbor Indirect Cost Rate submitAttacllmellt I of
DLA~OB 13-07-Safe Harbol' Indirect Cost Ratefol' Consultant Contracts/omzd at
lzttp:llwww.tlot.ca.gov/hq/Loca!Programs/DLA _ OBIDLA_ OB.Iltm in lieu of this fol'm.)
Certification of Final Indirect Costs:
Consultant Finn Name: SWCA, Inc
~------------------------------------------------
Indirect Cost Rate: ~· _17_3_.2_7°_1o _______ *for fiscal period 0110112014101213112014 (mm/ddlyyyy to m.m/ddlyyyy)
*Fiscal period covered for Indirect Cost Rate developed (not the contract period).
Local Government: ~~ C--ov~J'\"-( pvrp t-\rJDfl: .. u .. t;
Contract Number: To ~ ~TE:fl-fv'l-1 ~
I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal
period as specified above and to the best of my knoW'ledge and belief: ·
l. All costs included in this proposal to establish final Indirect Cost Rates are allowable in
accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48,
Code of Federal Regulations (CFR), Part 31.
2. This proposal does not include any costs which are expressly unallowable under the cost
principles of the FAR of 48 CFR, Part 31.
All known material transactions or events that have occurred affecting the firm's ownership, organization, and
Indirect Cost .Rates have been disclosed as of the date of proposal preparation noted above.
Certification of Financial Management System:
I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets
the standards for financial reporting, accounting records, internal and budget control as set fmih in the FAR of
Title 49, CFR, Prut 18.20 to the extent applicable to Consultant.
Certification of Dollar Amount for all A&E Contracts:
I, the undersigned, cet1:ify that the approximate dollar amount of all A&E contracts awarded by Caltn:ins or a
Califomia local agency to this fum within the last three (3) calendar years for all State DOT and Local Agencies
is $ ~ "{~O ? It? . tc and the number of states in which the fitm does business is 35 -----
Certification of Direct Costs:
I, the undersigned, certify to the best of my kno\vledge and belief that all direct costs identified on the cost
proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost
principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Govennnent contract shall be:
LPP 15-01
Page 1 of2
January 14, 2015
APPENDIXE
Local Assistance Procedures Manual .EXHIBIT 10-K
Consultant Certification of Contract Costs and Financial Management System
1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated
by the Cost Accounting Standards Board (when applicable).
2. Compliant with the tenns of the contract and is incurred specifically for the contract.
3. Not prohibited by 23 CFR, Chapter 1, Patt 172-Administration of Engineering and Design
Related Service Contracts to the extent requirements are applicable to Consultant.
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files.
Subconsultants (if applicable) , %
Proposed Contract Amount (or amount not to exceed if on-call contract): X_/L..--__ c;._·_. ___ _
Prime Consultants (if applicable)
Proposed Total Contract Amount {or amount not to exceed if on-call contract): $ t-->T'E: ~yte 1 co(!
Prune, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):
$, _______ _
$ _______ _
$ ______________ __
Consultant Certifying (Print Name and Title):
Name: DenisHenry
Date of Certification (mm/ddlyyyy): _12_10_71_20_1_5 _____ _
Consultant Contact Information:
e-~
Email: r-:i:fE:H:-:( -2) t;,vJ ~ -.?or\
Phone number: (f){}? J i54":> ~ :J0'15
**Ail individual executive or financial officer of the consultant's organization at a level no lower than a Vice
President or Chief Financial Officer, or equivalent, who has authority to represent the financial infonnation
utilized to establish the Indirect Cost Rate proposal submitted in conjtmction with the contract.
Note: Per 23 U.S.C J 12(b)(2)(B), Subconsultanls must comply with the FAR Cost Principles contained ill 48 CFR, Part 31.
23 CFR Part 172.3 Definitions state: Consultant means I he individual orfirm providing engineering and design related sen'ice.s as a party
to the contract. Therefore. subconsultanls as parties of a contract must complete a certification ami send odginals to A&l and keep copies
in Local Age11cy Project Files.
Distribution: I) Original to Caltrons Audits and Investigations
2) Retained in Local Agency Project Files
Page 2 of2
LPP 15-01 January 14, 2015
Local Assistance Procedures Manual APPENDIX F Exhibit 10-S
Consultant Performance Evaluation
Exhibit 10-S Consultant Performance Evaluation
I. PROJECT DATA 2. CONSULTANT DATA
la. Project (include title, location, and Activity/CIP No.) 2a. Consultant Name and Address
lb. Brief Description ofProject (design, study, etc.) 2b. Consultant's Manager
I c. Budget Cost for Project: $ 2c. Phone:
3. AGENCY DEPARTMENT/SECTION RESPONSffiLE
3a. Department (include section and division) 3b. Agency Project Manager (name & phone)
4. CONTRACT DATA (Engineering Services)
4a. Contract No.: Termination date: BaseFee: $
Agreement date: Date terminated: Contingency: $
4b. Amendment $ I # $ I #
(Total Value) (Initiated by Agency) (Total Value) (Initiated by Agency)
4c. Change Order $ I # $ I #
(Total Value) (Initiated by Agency) (Total Value) (Initiated by Agency)
4d. Total Fee per Agreement (4a. + 4b. + 4c.) $ Total Fee Paid$
(Do not include Contingency Listed in 4a.)
4e. Type of 4f. Historical Record of Key Submittal Dates enter date or n/a if not applicable)
Services Preliminary 30% 70% 90% 100%
(Design, study, Per Agreement
etc.) Delivery Date
Acceptance Date
4j. Reasons for Change Orders: (Indicate total for each reason)
4g. Notice To Proceed (date) Errors/Omissions $ %ofBaseFee
Unforeseen Conditions $ %ofBaseFee
4h. Number of Days (number) Changed Scope $ % ofBaseFee
Changed Quantities $ % ofBaseFee
4i. Actual Number of Days (number) Program Task Options $ %ofBaseFee
5.0VERALL RATING (Complete Section II on reverse, include comments as appropriate.)
Outstanding Above Average Below Poor Average Average
5a. Plans/Specifications accuracy
5b. Consistency with budget
5c. Reseonsiveness to Agency Staff
5d. Overall Rating
6. AUTHORIZING SIGNATURES
6a. Agency Design Team Leader Date:
6b. Agency Project Manager Date:
6c. Agency Public Works Manager Date:
6d. Consultant Representative Date:
See Reverse S1de
LPP 13-01
Final
0.00%
0.00%
0.00%
0.00%
0.00%
NIA
Page 1 of2
May8, 2013
Local Assistance Procedures Manual
PLANS/SPECIFICATIONS Outstanding Above
ACCURACY Avg.
Plans Specifications
clear and concise
Plans/Specs
Coordination
Plans/Specs
properly fonnatted
Code Requirements
covered
Adhered to Agency
Standard Drawings/Specs
Drawings reflect
existing conditions
As-Built Drawings
Quality Design
Change Orders due to design
deficiencies are minimized
Section III
Item ___ _
Item ___ _
Item ___ _
Item ____ .
Item ___ _
Item ___ _
*Indicates supporting documentation attached.
LPP 13-01
APPENDIX F
Avg. Below Poor NIA Responsiveness Outstanding
Avg. To Staff
Timely Responses
Attitude toward Client and
review bodies
Follows directions and
Chain of responsibility
Work product delivered
on time
Timeliness in notizying
Agency of major problems
Resolution of field
Problems
Consistency with
budget
Reasonable Agreement
negotiation
Adherence to fee schedule
Adherence to project
Budget
EXPLANATIONS AND SUPPLEMENTAL INFORMATION
(Attach additional documentation as needed)
Exhibit 1 0-S
Consultant Performance Evaluation
Above Avg. Below
Avg. Avg.
Poor NIA
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MayS, 2013
APPENDIXG
Local Assistance Procedures Manual EXHIBIT 12-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.
..
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2
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In the matter of
APPENDIX H
File Ul5l23
February 23, 1999
Resolution #99-086
BEFORE THE BOARD OF SUPERVISORS
OFTHECOUNTYOFFRESNO
STATE OF CALlFORNlA
r :'•
5 Adoption of Standard Conflict of Interest
6 Code for All County Departments.
Resolution #99-086
7
8 Whereas, the Political Reform Act, Government Code section 81000 et seq .•
9 requires state and local government agencres to adopt and promulgate conflict of Interest
1 0 codes; and
11 Whereas, the Fair Political Practices Commission has. adopted a regulation, 2
12 California Code of Regulations section 18730, which contarns the terms of a standard
13 conflict of interest code, and which may be amended by the Fair Political Practices
14 Commission after public notices and hearings to conform to amendments to the PolltJcal
15 Reform Act; and
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18
19
20
Whereas, any local agency may Incorporate this standard conflict of interest code,
and thereafter need not amend the text of its code to conform to future amendments to the
Political Reform Act or its regulations; and
Whereas, the Board of Supervisors Is the code reviewing body for all County
departments except courts; and
Whereas, the Board of Supervisors may adopt the standard conflict of interest
21 code on behalf of all County departments.
22 Now therefore _be it resolved, that the 1enns of 2 California Code of Regulations
2 3 section 18730, and any amendments to it duly adopted by the Fair Political Practices
24 Commission, are hereby Incorporated by reference and, along with the Exhibits A and B
25 approved previously, today, or In the future, by this Board for each County department, In
26 whfch officers and employees are designated and disclosure categories are set forth,
'2.7
28
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1
2
3
APPENDIX H
constitute the conflict of interest codes of each County department except courts.
Conflict of Interest forms shall be filed as follows:
1. As required by Government Code Section 87500, subdivision (e), the
4 County Administrative Officer, District Attorney, County Counsel, and Audftor-
5 Controllerrrreasurer-Tax Collector shall file one original of their statements with the County
6 Clerk, who shall make and retain copies and foiWard the originals to the Fafr Polftlcal
7 Practices Commission, which shalf be the filing officer. The County Admfnfstratfve Officer,
B District Attorney, County Counsel, and Auditor-Controller/Treasurer· Tax Collector shall also
9 file one copy of their statements wfth the Clerk to the Board of Supervisors.
10 2. As required by Government Code secllon 87500, subdivision 0), all other
11 department heads shaD file one original of their statements with their departments. The filing
12 officer of each department shall make and retain a copy of the department head's statement
13 and shall forward 1he original to the Clerk to the Board of Supervisors.
14 3. All other designated employees shall fife one original of their statements with
their departments . . 15
-1-6
All statements shall be public records and shall be made available for public
inspection and reproduction. (Gov. Code, § 81 008.)
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Adopted at a regular meeting of the Board of Supervisors, held on the~ day
of February _. 19...22_, by the following vote, to wtt
Ayes: Supervisors Koligian, Case~ .A~ambula, Olcen, Levy
Noes: None
Absent: None
24 .ATTEST:
SHAlU GREENV100D, CLE1Ut
25 'BOARD OF SuPERVISORS
:;B~~~ epucy ·
28 File 1115123 Agenda IJ28 Resolution IJ99-086
2
APPENDIX H
EXHIBIT "A"
Classification
Accountant 1/11
Architect
PUBLIC WORKS AND PLANNING
Assistant Real Property Agent
Associate Real Property Agent
Building Inspector 1/11
Building Plans Engineer
Capital Projects Division Manager
Chief Building Inspector
Chief of Field Surveys
Community Development Manager
Consultant
Deputy Director of Planning
Deputy Director of Public Works
Development Services Manager
Director of Public Works and Planning
Disposal Site Supervisor
Engineer 1/11/111
Field Survey Supervisor
Housing Rehabilitation Specialist 1/11
Information Technology Analyst 1/11/111/IV
Planner 1/11/111
Principal Accountant
Principal Engineer
Principal Planner _
Principal Staff Analyst
Public Works and Planning Business Manager
Public Works Division Engineer
Resources Manager
Road Maintenance Supervisor
Road Superintendent
Senior Accountant
Senior Economic Development Analyst
Senior Engineer
Senior Engineering Technician
Senior Geologist
Senior Information Technology Analyst
Senior Planner
Senior Real Property Agent
Category
2
1
1
1
1
1
1
1
1
1
*
1
1
1
1
2
1
3
1
2
1
1
1
1
1
1
1
1
2,3
1
2
1
1
2
1
2
1
1
Classification
Senior Staff Analyst
APPENDIX H
Senior Systems an~ Procedures Analyst
Staff Analyst I /II/ Ill
Supervising Accountant
Supervising Building Inspector
Supervising Engineer
Supervising WaterM/astewater Specialist
Systems and Procedures Analyst I I II I Ill
Systems and Procedures Manager
Traffic Maintenance Supervisor
Category
1
2
1
2, 3
1
1
2,3
2
2
2
* Consultants shall be included in the list of designated employees and shall disclose
pursuant to the broadest disclosure category in the code subject to the following
limitation: The Director of Public Works and Planning may determine in writing that
a particular consultant, although a "designated position", is hired to perform a range
of duties that is limited in scope and thus is not required to fully comply with the
disclosure requirements in this section. Such written determination shall include a
description of the consultant's duties and, based upon that description, a statement
of the extent of disclosure requirements. The Director of Public Works and
Planning's determination is a public record and shall be retained for public inspection
in the same manner and location as this conflict of interest code.
APPENDIX H .....
EXHIBIT"B"
PUBLIC WORKS AND PLANNING
1. Persons in this category must disclose all investments, interests In real property and
income, and business positions. Financial interests are reportable only if located within
or subject to the jurisdiction of Fresno· County; or 'if the business entity· is· doing
business or planning to do business In the jurisdiction, or has done business within the
·. ji:insdictloh at any-iiine during the two years·pnorta··thefilhig of the statement Real
property shall be deemed to be within the "jurisdictfonll of the County if it is located
within or not more than two miles outside ihe boundaries of the County (including Its
Incorporated cities), or within two miles of any land owned or used by the County.
2. Persons in this category shall disclose all investments in, income from, and business
positions with any business entity which, wiihin the last two years, has contracted or In
the future may forseeably contract with Fresno County through its PubliQ Works and
Planning Department,. Solid Waste Commissions within the jurisdiction, or to any other
joint powers agency which Fresno County Is a member to provide servJceE!, supplies,
materials, machinery, or equipment to the County.
3. Persons in the category shall disclose all intereSts in real property within the
jurisdiction. Real Property shall be deemed to be within the jurisdiction if the property
or any part of it Is located within or not more than two miles outside the boundaries of
Fresno County (Including its incorporated cities) or within iwo mile of any land owned
or operated by the County.
APPENDIX I
EXHIBIT 1 0-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
D a. contract D a bid/offer/application D a. initial
b. grant b. initial award b. material change
4.
6.
c. cooperative agreement c. post-award
d. loan
e. loan guarantee
f. loan insurance
Name and Address of Reporting Entity
D Prime 0 Subawardee
Tier , ifknown
Congressional District, if known
Federal Department/ Agency:
8. Federal Action Number, if known:
10. Name and Address of Lobby Entity
(If individual, last name, first name, MI)
For Material Change Only:
year__ quarter ___ _
date of last report. ____ _
5. If Reporting Entity in No.4 is Subawardee,
Enter Name and Address of Prime:
Congressional District, if known
7. Federal Program Name/Description:
CFDA Number, if applicable ---------
9. Award Amount, if known:
11. Individuals Performing Services (including
address if different from No. 1 Oa)
(last name, first name, MI)
(attach Continuation Sheet( s) if necessary)
12. Amount of Payment (check all that apply)
$ 0 actual 0 planned
13. Form of Payment (check all that apply): B :: ~=~ind; specify: nature _____ _
Value _____ _
14. Type of Payment (check all that apply) ----
I-
I--
a. retainer
b. one-time fee
c. commission
d. contingent fee
e deferred
f. other, specify __________ _
15. Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11:
(attach Continuation Sheet(s) if necessary)
16. Continuation Sheet(s) attached: Yes 0 No 0
17. Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure oflobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Federal Use Only:
Signature: _________________ _
Print Name: __________________ __
Title: -------------------
Telephone No.: _________ Date: ____ _
Authorized for Local Reproduction
Standard Form -LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig-Local Agency Project Files
APPENDIX I
INSTRUCTIONS FOR COMPLETING EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient at the
initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352.
The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or
an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional
information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material
change report. Refer to the implementing guidance published by the Office of Management and Budget for additional
information.
1. Identify the type of covered federal action for which lobbying activity is or has been secured to influence, the outcome of a
covered federal action.
2. Identify the status of the covered federal action.
3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information
previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted
report by this reporting entity for this covered federal action.
4. Enter the full name, address, city, state, and zip code of the reporting entity. Include Congressional District if known. Check the
appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the
tier of the subawardee, e.g., the frrst subawardee of the prime is the first tier. Subawards include but are not limited to:
subcontracts, subgrants, and contract awards under grants.
5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state, and zip code of
the prime federal recipient. Include Congressional District, if known.
6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below
agency name, if known. For example, Department of Transportation, United States Coast Guard.
7. Enter the federal program name or description for the covered federal action (item 1 ). If known, enter the full Catalog of Federal
Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.
8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g., Request for
Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number,
the application/proposal control number assigned by the federal agency). Include prefixes, e.g., "RFP-DE-90-001."
9. For a covered federal action where there has been an award or loan commitment by the Federal agency, enter the federal amount
of the award/loan commitments for the prime entity identified in item 4 or 5.
10. Enter the full name, address, city, state, and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to
influence the covered federal action.
11. Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name,
First Name and Middle Initial (Ml).
12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity
(Item I 0). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is
a material change report, enter the cumulative amount of payment made or planned to be made.
13. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind
payment.
14. Check all boxes that apply. If other, specify nature.
15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the
date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal
officials. Identify the federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that
were contacted.
16. Check whether or not a continuation sheet(s) is attached.
17. The certifying official shall sign and date the form, and print his/her name title and telephone number.
Public reporting burden for this collection of information is estimated to average 30-minutes per response, including time for reviewing
instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project {0348-0046), Washington, D.C. 20503. SF-
LLL-Instructions Rev. 06-04
APPENDIX J
SELF-DEALING TRANSACTION DISCLOSURE FORM
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code 5233 (a)
(5) Authorized Signature
Signature: Date:
APPENDIX J
SELF-DEALING TRANSACTION DISCLOSURE FORM INSTRUCTIONS
In order to conduct business with the County of Fresno (hereinafter referred to as
"County"), members of a contractor's board of directors (hereinafter referred to as "County
Contractor''), must disclose any self-dealing transactions that they are a party to while
providing goods, performing services, or both for the County. A self-dealing transaction is
defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and
which one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing the disclosure form.
(1) Enter board member's name, job title (if applicable), and date this disclosure is
being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed
to the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on
applicable provisions of the Corporations Codes.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).