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HomeMy WebLinkAboutAgreement A-17-490 with Peters Engineering Group.pdf 17-0202 Agreement No. 17-490 1 CONSULTANT AGREEMENT 2 THIS AGREEMENT for Engineering Consultant Services, hereinafter referred to as 3 "the AGREEMENT," is made and entered into this 12th day of September 2017, 4 between the COUNTY OF FRESNO, a political subdivision of the State of California, 5 hereinafter referred to as "the COUNTY"; and Peters Engineering Group, Inc., a California 6 Corporation, whose address is 952 Pollasky Avenue, Clovis, CA 93612, hereinafter 7 referred to as "the CONSULTANT". g WITNESSETH 9 WHEREAS, the COUNTY desires to retain the CONSULTANT to provide on-call 10 engineering consulting services, encompassing structural, mechanical, transportation, 11 environmental, water resources, surveying, geotechnical and other engineering disciplines, 12 as necessary to assist the COUNTY in performing projects (hereinafter referred to as "the 13 PROJECT(S)") proposed by the COUNTY; and 14 WHEREAS, said the CONSULTANT has been selected in accordance with the 15 COUNTY's Ordinance Code Chapter 4.10 on the selection of architects, engineers, and 16 other professionals, and in accordance with Chapter 10 of the California Department of 17 Transportation's (CALTRANS) Local Assistance Procedures Manual (LAPM), to provide 18 the engineering services necessary for the PROJECTS; and 19 WHEREAS, the individual listed below 20 Erin Haagenson, Senior Staff Analyst 21 2220 Tulare Street, 6th Floor, Fresno, CA 93721 22 559-600-4528 23 ehaagenson(a)-co.fresno.ca.us 24 is designated as the CONTRACT ADMINISTRATOR for the AGREEMENT on behalf of the 25 COUNTY, and shall remain so unless the CONSULTANT is otherwise notified in writing by 26 the COUNTY's Director of Public Works and Planning or his/her designee (hereinafter 27 referred to as "the DIRECTOR"); and 28 WHEREAS, the individual listed below COUNTY OF FRESNO Fresno,California 0620/17 1 1 David Peters, Principal Engineer 2 952 Pollasky Avenue 3 Clovis, CA 93612 4 (559) 299-1544 5 dpeters@peters-engineering.com 6 is designated as the CONSULTANT'S PROJECT MANAGER for the AGREEMENT, and 7 shall remain so unless the CONSULTANT requests and the DIRECTOR approves, in 8 writing, a change of the CONSULTANT'S PROJECT MANAGER, which approval will not 9 be unreasonably withheld; and 10 WHEREAS, said AGREEMENT is subject to 49 Code of Federal Regulations 11 (hereinafter referred to as "49 CFR"), Part 26 Participation by Disadvantaged Business 12 Enterprises in Department of Transportation Financial Assistance Programs, 13 Disadvantaged Business Enterprise programs established by other federal agencies and/or 14 the COUNTY'S Disadvantaged Business Enterprise Program (all of which are hereinafter 15 referred to as "DBE PROGRAM(S)"), 16 NOW, THEREFORE, in consideration of the promises and covenants set forth 17 herein, the above named parties agree as follows: 18 I. GENERAL PROVISIONS 19 A. The COUNTY hereby contracts with the CONSULTANT as an independent 20 contractor to provide all consultant engineering services required for the PROJECT(S). 21 Said services are described generally in Article II and more specifically enumerated in 22 Article III herein. 23 B. The CONSULTANT'S services shall be performed as expeditiously as is 24 consistent with professional skill and the orderly progress of the work, based on schedules 25 for each specific PROJECT mutually agreed upon in advance by the CONTRACT 26 ADMINISTRATOR, and the CONSULTANT, and consistent with schedules established 27 under Article V. 28 C. The CONSULTANT'S PROJECT team staff shall be as listed in Appendix A, COUNTY OF FRESNO Fresno,California 0620117 2 1 attached hereto and incorporated herein. Any substitutions of personnel must be approved 2 in advance by the CONTRACT ADMINISTRATOR, which approval shall not be 3 unreasonably withheld. The CONSULTANT shall notify the CONTRACT ADMINISTRATOR 4 of the names and classifications of employees assigned to each specific PROJECT, and 5 shall not reassign such employees to other projects of the CONSULTANT without 6 notification to and prior approval by the CONTRACT ADMINISTRATOR. 7 D. The CONSULTANT may retain, as subconsultants, specialists in such 8 engineering disciplines (including, but not limited to, structural, mechanical, transportation, 9 environmental, water resources, electrical, surveying and geotechnical) as the 10 CONSULTANT requires to assist in completing the work. All subconsultants used by the 11 CONSULTANT shall be approved in writing by the CONTRACT ADMINISTRATOR before 12 they are retained by the CONSULTANT, which approval shall not be unreasonably 13 withheld. The subconsultants listed in Appendix B, attached hereto and incorporated 14 herein, shall be considered as approved by the CONTRACT ADMINISTRATOR. Should 15 the CONSULTANT retain any subconsultants, the maximum amount of compensation to 16 be paid to the CONSULTANT under Article VI below shall not be increased. Any additional 17 compensation to be paid to the CONSULTANT for such subconsultants' work shall be 18 limited to administrative time as defined in the fee proposal. Additional fees other than 19 those defined in the fee proposal shall not be reimbursed. 20 E. The CONSULTANT and affiliated subconsultants shall not submit bids, or sub- 21 bids, for the contract construction phase of the PROJECT(S) assigned to the 22 CONSULTANT. The CONSULTANT and its subconsultants, and all other service 23 providers, shall not provide any PROJECT-related services for, or receive any PROJECT- 24 related compensation from any construction contractor, subcontractor or service provider 25 awarded a construction contract (hereinafter referred to as "contractor") for all or any 26 portion of the PROJECT(S) for which the CONSULTANT provides services hereunder. 27 The CONSULTANT and its subconsultants, and all other service providers, may provide 28 services for, and receive compensation from a contractor who has been awarded a COUNTY OF FRESNO Fresno,California 06/20117 3 1 construction contract for all or any portion of the PROJECT(S), provided that any such 2 services which are rendered, and any compensation which is received therefor, relates to 3 work outside the scope of the AGREEMENT and does not pose a conflict of interest. 4 F. Any subcontract in excess of$25,000 entered into as a result of the 5 AGREEMENT, shall contain all the provisions stipulated in the AGREEMENT to be 6 applicable to subcontractors. 7 G. The CONSULTANT is responsible for being fully informed regarding the 8 requirements of 49 CFR, Part 26 and the CALTRANS Disadvantaged Business Enterprise 9 program developed pursuant to the regulations, as detailed in Appendix C, attached hereto 10 and incorporated herein. 11 II. DESCRIPTION OF THE WORK COVERED BY THE AGREEMENT 12 A. The work to be performed by the CONSULTANT under the AGREEMENT 13 includes on-call professional services under Article III for various COUNTY Public Works 14 PROJECTS, including but not limited to, general civil and transportation engineering, 15 structural engineering, geotechnical engineering and materials testing, water resources 16 engineering, electrical and control systems engineering, and surveying. Work on roads 17 and bridges shall be done in accordance with American Association of State Highway and 18 Transportation Officials (AASHTO) requirements for applicable structures. All projects 19 funded wholly or in part by CALTRANS must conform to all requirements by CALTRANS 20 and Federal Highway Administration (FHWA) as contained in Section 11 of CALTRANS 21 LAPM Volume 1. 22 B. The CONSULTANT agrees to provide the professional services that are 23 necessary for each PROJECT when expressly authorized in writing by the CONTRACT 24 ADMINISTRATOR. Such work by the CONSULTANT shall not begin until the 25 CONSULTANT has received a written Notice to Proceed from the CONTRACT 26 ADMINISTRATOR authorizing the necessary service, agreed upon fee, and scope of work. 27 Ill. CONSULTANT'S SERVICES 28 The CONSULTANT shall submit proposals in response to requests issued by the COUNTY OF FRESNO Fresno,California 0620/17 4 1 CONTRACT ADMINISTRATOR on a project-by-project basis. The CONSULTANT'S 2 proposal at a minimum shall include, but not be limited to, staff qualifications, proposed 3 method and schedule for completing the task(s), completed federal forms and a sealed 4 cost proposal. The CONSULTANT agrees that each professional or other individual 5 performing work on any such PROJECT(S) shall be adequately trained to perform the work 6 and shall possess the proper license, certification or registration as required by law or by 7 accepted standards of the applicable profession. The CONSULTANT agrees to provide 8 the professional services that are necessary to complete the following tasks when 9 expressly authorized in writing by the CONTRACT ADMINISTRATOR: 10 A. Technical Reports: 11 1. Ascertain the requirements for Technical Reports through meetings with 12 the CONTRACT ADMINISTRATOR and a review of existing information on the 13 PROJECT(S). 14 2. The CONSULTANT shall prepare and submit technical reports to the 15 CONTRACT ADMINISTRATOR for each assigned PROJECT. Technical reports shall be 16 prepared in accordance with the appropriate format required by local, state and federal 17 laws, regulations and guidelines. 18 3. When requested by the CONTRACT ADMINISTRATOR, the 19 CONSULTANT shall attend meetings with the COUNTY, federal, state and/or local 20 representatives to discuss and review the technical report. The CONSULTANT shall 21 prepare brief minutes of meetings attended and promptly submit the minutes to the 22 CONTRACT ADMINISTRATOR within seven (7) days. 23 4. The CONSULTANT shall submit each technical report to the CONTRACT 24 ADMINISTRATOR for transmittal to other appropriate agencies for their review and 25 approval. The CONSULTANT shall revise and resubmit each technical report as 26 necessary until approved by all appropriate agencies. Standard submittal shall be five (5) 27 reproducible copies and one (1) electronic copy of each technical report. The 28 CONSULTANT shall verify compatible format and quantity prior to final delivery. COUNTY OF FRESNO Fresno,California 06/20/17 5 1 5. The CONSULTANT shall prepare technical studies and estimates on 8 '/z" 2 by 11" pages, provide hard copy and electronic format as standard submittal; and prepare 3 documents in Microsoft Word 2010 or later, Microsoft Excel 2010 or later, or Adobe 9.0 or 4 later, or other mutually agreed upon format. Such submittals shall be furnished on 5 compact disc (CD). The CONSULTANT shall verify compatible format and quantity prior to 6 final delivery. 7 6. The CONSULTANT shall submit five (5) hard copies of each drawing 8 prepared with AutoCAD Civil 3D, version 2013 or later and an electronic copy in the form o 9 DX7= or .DWG files. Such submittals shall be furnished on CD. The CONSULTANT shall 10 verify a compatible format prior to final file delivery. 11 B. Prepare Design Plans, Technical Specifications and Construction Estimate: 12 The CONSULTANT shall: 13 1. Ascertain the requirements for the assigned PROJECT(S) through 14 meetings with the CONTRACT ADMINISTRATOR and a review of an existing schematic 15 layout of the PROJECT(S). 16 2. Ascertain any requirements, unforeseen criteria, or issues for the 17 PROJECT(S) that may be unknown to the CONTRACT ADMINISTRATOR and 18 communicate these requirements, criteria, or issues to the CONTRACT ADMINISTRATOR. 19 3. Provide surveying, if needed, for the PROJECT(S). 20 4. Design the PROJECT(S) to conform to requirements of the reviewing 21 agencies having jurisdiction over the PROJECT(S). 22 5. Design the PROJECT(S) to include mitigation measures included in the 23 environmental document. 24 6. Monitor and keep the CONTRACT ADMINISTRATOR informed regarding 25 the impact of design issues on the PROJECT budget. Upon the written request of the 26 CONTRACT ADMINISTRATOR, the CONSULTANT shall incorporate into the design, such 27 reasonable design and operational changes as the CONTRACT ADMINISTRATOR deems 28 appropriate as a result of the COUNTY'S review processes and impact on each PROJECT COUNTY OF FRESNO Fresno,California 06/20/17 6 1 budget or estimate. 2 7. Assist the COUNTY in determining all permits that may be required for the 3 PROJECT and prepare all necessary permits for the COUNTY'S submittal to outside 4 agencies. 5 8. Work with the CONTRACT ADMINISTRATOR to ensure that the plans, 6 specifications and estimate meet all requirements to be advertised for construction bids. 7 9. Prepare a detailed estimate, which shall identify the construction 8 components and requirements of the PROJECT. 9 10. If required by approval agencies, submit to the COUNTY in the 10 appropriate agency forms, the PROJECT background information and recommended 11 testing and inspection list for materials to be used, identifying type, quantity, frequency, and 12 schedule, for each PROJECT. Submit required numbers of sets of plans, specifications, 13 and other documents required by approval agencies to the CONTRACT 14 ADMINISTRATOR. 15 11. Prepare technical specifications and estimate setting forth in detail the 16 work to be done, the materials, workmanship, and equipment required for the other 17 components of construction necessary to provide the COUNTY complete and functional 18 the PROJECTS for its intended purpose within the requirements of the AGREEMENT. 19 12. Assist the CONTRACT ADMINISTRATOR in developing base bid and 20 additive bid item schedules. 21 13. Submit to the CONTRACT ADMINISTRATOR the projected and final 22 construction estimate. Verify the reasonableness of the estimated construction period for 23 construction contract bidding purposes as provided by the CONTRACT ADMINISTRATOR 24 and identify long delivery times of materials and equipment which will control length of 25 construction contract. 26 14. Respond to Requests for Clarification during the bidding process and 27 submit to the CONTRACT ADMINISTRATOR for review and approval any additional 28 specifications, clarifications, or additional plan sheets deemed necessary. Responses COUNTY OFFRESNO Fresno,California 0620/17 7 1 should be submitted within three (3) working days of receipt. 2 15. Assist the CONTRACT ADMINISTRATOR in evaluating the bids 3 received. 4 16. Delete or otherwise change portions of the construction work at the 5 request of the CONTRACT ADMINISTRATOR if the lowest bid proposal for the 6 construction contract exceeds the COUNTY approved engineer's estimate (which will 7 include the CONSULTANT'S design contingency amount approved by the COUNTY) by 8 10% or more; and if the COUNTY rejects all bids, modifications performed by the 9 CONSULTANT shall be completed on a time schedule commensurate with the scope of 10 the changes and as set forth by the COUNTY, and the CONSULTANT will be 11 compensated on a time and materials basis, as agreed to in writing, by the COUNTY and 12 the CONSULTANT. 13 17. Submit to the CONTRACT ADMINISTRATOR ten (10) copies of the 14 30%, 60% and 90% plans (22" X 34" format), specifications and estimates for review. 15 Submit progress prints and final originals of the plans, specifications, and estimates. Prior 16 to submission of plans, the CONSULTANT shall request from the CONTRACT 17 ADMINISTRATOR examples of acceptable drafting format and reproducible standards. 18 Verification of compatible format will be required prior to final file delivery. The CONTRACT 19 ADMINISTRATOR, at his/her discretion, may reject a submittal that is determined 20 insufficient. 21 a. 30% plans, specifications and estimates shall include copies of 22 utility locations, centerline stationing, proposed and existing right-of-way, typical sections 23 and structural sections. 24 b. 60% plans, specifications and estimates shall include 30% plan 25 information and in addition, preliminary cross sections and earthwork calculations at 25' or 26 50' intervals, adequate information to allow construction survey staking, permits, 27 preliminary profile grade, an updated engineer's estimate, and also shall address 28 comments and include necessary revisions as identified by the CONTRACT COUNTY OF FRESNO Fresno,California 0620117 8 1 ADMINISTRATOR in the 30% review. 2 c. 90% plans, specifications and estimates shall include 60% plan 3 information and in addition, updated cross sections and earthwork, profile grade, technical 4 specifications, typical sections and the PROJECT details, and also shall address 5 comments and include necessary revisions as identified by the CONTRACT 6 ADMINISTRATOR in the 60% review. 7 d. Final original plans, specifications and estimates to be delivered to 8 the CONTRACT ADMINISTRATOR shall include: 9 i. One (1) original reproducible plan set on 22" by 34" sheets of 10 4 mil thick double matte film. 11 ii. One (1) reproducible copy of cross sections on 22" by 34" 12 sheets of 4 mil thick double matte film. 13 iii. One (1) CD or DVD with final plans, cross sections and 14 slope stake information, design calculations, quantity calculations, and other design 15 information as applicable to the PROJECT. 16 iv. One (1) stamped and wet signed paper copy and one (1) CD 17 or DVD with final specifications and estimates. 18 18. Plan sheets, cross sections, earthwork calculations and slope stake 19 information shall be in AutoCAD Civil 3D, version 2013 or later. Slope stake information 20 shall include 50-foot intervals for tangent sections and 25-foot intervals for curved sections. 21 Specifications shall be in Microsoft Word, version 2010 or later and on 8 '/2" by 11" pages. 22 Final engineer's estimates shall be in Microsoft Excel, version 2010 or later and on 8 '/2" by 23 11" pages. Estimates shall specify specialty and/or final pay items as described in the 24 CALTRANS State Standard Specifications. Verification of compatible format will be 25 required prior to final file delivery. 26 19. The COUNTY will package the CONSULTANT'S documents with those 27 other documents that together will comprise the COUNTY'S construction contract and bid 28 specifications. COUNTY OF FRESNO Fresno,California M/20/17 9 1 20. The CONSULTANT shall deliver to the CONTRACT ADMINISTRATOR 2 three (3) weeks prior to the advertising date (which will be determined by the CONTRACT 3 ADMINISTRATOR) the final completed original drawings and specifications for the 4 COUNTY'S printing and distribution of bid sets to interested prospective contractors. The 5 original drawings and specifications index sheet shall be stamped by a seal with the 6 CONSULTANT'S and subconsultant's license numbers and license renewal dates and/or 7 signed in accordance with the California Business and Professions Code. 8 C. Construction Observation Services: 9 The CONSULTANT shall: 10 1. Attend the preconstruction conference scheduled by the CONTRACT 11 ADMINISTRATOR. 12 2. When requested by the CONTRACT ADMINISTRATOR, attend meetings 13 with the COUNTY, and/or any federal, state and/or local representatives. The 14 CONSULTANT shall prepare brief minutes of all meetings attended and promptly submit 15 those minutes to the CONTRACT ADMINISTRATOR within seven (7) calendar days. 16 3. Make recommendations to the COUNTY on all claims of the COUNTY or 17 the construction contractor and all other matters relating to the execution and progress of 1-8 work, including interpretation of the contract documents for the PROJECT. 19 4. Within seven (7) calendar days of the COUNTY'S request, review and 20 make recommendations for samples, schedules, shop drawings, and other submissions for 21 general conformance with the design concept of the PROJECT(S) and for general 22 compliance with the plans and specifications and information provided by the contract 23 documents for the PROJECT. 24 5. Within two (2) working days, respond to requests from the CONTRACT 25 ADMINISTRATOR for information needed from the CONSULTANT in order to clarify 26 construction plans and specifications and to review the construction contractor's cost 27 estimates for all change orders. 28 6. Recommend and assist in the preparation of such change orders as COUNTY OF FRESNO Fresno,California 0620117 10 1 deemed necessary with supporting documentation, calculations and estimate, for review 2 and issuance of change orders by the COUNTY Construction Engineer to obtain 3 appropriate agency acceptance and approval. 4 7. Assist the COUNTY, at the DIRECTOR's express, written authorization, 5 with any claim resolution process involving the construction contractor and the COUNTY as 6 specified hereunder, including serving as a witness in connection with any public hearings 7 or legal proceeding, and also including dispute resolutions required by law or hereunder. s The parties recognize that this clause is provided as a means of expediting resolution of 9 claims among the construction contractor, the COUNTY, and the CONSULTANT. 10 However, it is understood the construction contractor is not an intended third party 11 beneficiary of this clause. Compensation for these services shall be computed and 12 invoiced at hourly rates listed in Appendix D hereto. Any assistance provided by the 13 CONSULTANT as described in this Article III, Section C, Paragraph 7 shall be subject to 14 the provisions of Article VI, hereinafter, and shall also be subject to the following: 15 a. The DIRECTOR may believe the CONSULTANT'S work under the 16 AGREEMENT to have included negligent errors or omissions, or that the CONSULTANT 17 may otherwise have failed to comply with the provisions of the AGREEMENT, either 18 generally or in connection with its duties as associated with a particular PROJECT; and 19 that the cause(s) for a claim by the construction contractor may be attributable, in whole or 20 in part, to such conduct on the part of the CONSULTANT. Upon notice by the DIRECTOR, 21 the payments to the CONSULTANT for such arguably deficient services shall be held in 22 suspense by the COUNTY until a final determination has been made, of the proportion that 23 the CONSULTANT'S fault bears to the fault of all other parties concerned. 24 b. Such amounts held in suspense shall not be paid to the 25 CONSULTANT, pending the final determination as to the CONSULTANT'S proportional 26 fault. However, the appropriate percentage of such amount held in suspense shall be paid 27 to the CONSULTANT, once a final determination has been made, and the CONSULTANT 28 thereafter submits a proper invoice to the COUNTY. Payment shall be issued in COUNTY OF FRESNO Fresno,California 06/20/17 11 1 accordance with the procedure outlined in Article VI, Section B, Paragraph 2. 2 8. At intervals appropriate to the stage of construction, or as otherwise 3 deemed necessary by the CONSULTANT, visit the site of the PROJECT(S) as necessary 4 to become familiar generally with the progress and quality of the work and to determine 5 whether the work is proceeding in general accordance with the contract documents. The 6 CONSULTANT shall not be required to make exhaustive or continuous onsite inspections 7 but shall give direction to the Construction Inspector as hereinafter more specifically 8 provided. The CONSULTANT shall not be responsible for the construction contractor's 9 failure to carry out the construction work in accordance with the contract documents. 10 However, the CONSULTANT shall immediately advise the CONTRACT ADMINISTRATOR 11 of any known or observed deviation from the contract documents. 12 9. Not have control over or charge of, and shall not be responsible for 13 construction means, methods, techniques, sequence, or procedure, or for the safety 14 precautions, programs, or equipment in use in connection with the work, since these are 15 solely the construction contractor's responsibility under the contract for construction. 16 10. Submit progress reports on each specific PROJECT in accordance with 17 the task order. These reports shall be submitted at least once a month. The report shall be 18 sufficiently detailed for CONTRACT ADMINISTRATOR to determine if the CONSULTANT 19 is performing to expectations or is on schedule, to provide communication of interim 20 findings, and so sufficiently address any difficulties or special problems encountered so 21 remedies can be developed. 22 11. Advise the CONTRACT ADMINISTRATOR of defects and deficiencies 23 observed in the work of the construction contractor, and may recommend that the 24 DIRECTOR reject work as failing to conform to the contract documents. 25 12. Conduct site visits and field observations to facilitate recommendations 26 by the CONSULTANT regarding: 27 a. dates of substantial completion. 28 b. dates of final completion. COUNTY OF FRESNO Fresno,California 06/20/17 12 1 c. the DIRECTOR'S acceptance of the work. 2 d. the DIRECTOR'S filing of the Notice of Completion and Issuance of 3 Final Certificate for payment. 4 e. other issues which may require site visits. 5 D. Control of Construction Project Site 6 The COUNTY agrees that in accordance with generally accepted practices, the 7 COUNTY'S construction contractor will be required to assume sole and complete 8 responsibility for job site conditions during the course of construction projects; including 9 safety of all persons and property, and that this requirement shall be made to apply 10 continuously during projects and not be limited to normal working hours. The 11 CONSULTANT shall not have control over or charge of, and shall not be responsible for, 12 project means, methods, techniques, sequences or procedures, as these are solely the 13 responsibility of the construction contractor. The CONSULTANT shall not have the 14 authority to stop or reject the work of the construction contractor. 15 IV. OBLIGATIONS OF THE COUNTY 16 The COUNTY will: 17 A. Issue task orders on a project-by-project basis. Task orders will at a minimum 18 include scope of work, location, and schedule for the PROJECT. 19 B. Provide the CONSULTANT with a PROJECT Scope and Schedule, and 20 compensate the CONSULTANT as provided in the AGREEMENT. 21 C. Provide an individual CONTRACT ADMINISTRATOR to serve as a 22 representative of the COUNTY who will coordinate and communicate with the 23 CONSULTANT, to the extent appropriate, to facilitate the CONSULTANT'S performance of 24 its obligations in accordance with the provisions of the AGREEMENT. 25 D. Provide basic plan sheet layouts as required. 26 E. Examine documents submitted to the COUNTY by the CONSULTANT and timel 27 render decisions pertaining thereto. 28 F. Provide aerial photographs as required. COUNTY OF FRESNO Fresno,California 06/20/17 13 1 G. Provide copies of any available existing as-built plans and right-of-way drawings 2 from the COUNTY'S files. 3 H. Provide mailing lists and labels for notification of property owners upon the 4 CONSULTANT'S request. 5 I. Provide preliminary engineering survey data on existing structures and 6 topographic mapping in AutoCAD Civil 3D, version 2013 or later, format to the 7 CONSULTANT, if available. 8 J. Prepare all legal descriptions and drawings required for right-of-way acquisition 9 and/or temporary construction permits. 10 K. Provide limited assistance to CONSULTANT, as may be appropriate under the 11 circumstances, in connection with CONSULTANT'S processing of required permits. 12 L. Give reasonably prompt consideration to all matters submitted for approval by 13 the CONSULTANT to the end that there will be no substantial delays in the 14 CONSULTANT'S program of work. An approval, authorization or request to the 15 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms 16 of the AGREEMENT only if it is made in writing and signed on behalf of the COUNTY by 17 CONTRACT ADMINISTRATOR. 18 V. TERM OF AGREEMENT/ PERFORMANCE PERIOD 19 A. The term of this AGREEMENT shall be for a period of three (3) years, 20 commencing upon execution by the COUNTY, through and including the third anniversary 21 of the execution date. This AGREEMENT may be extended for two additional consecutive 22 twelve-month periods upon written approval of both parties no later than thirty (30) days 23 prior to the first day of the next twelve-month extension period. The DIRECTOR or his or 24 her designee is authorized to execute such written approval on behalf of COUNTY based 25 on CONSULTANT'S satisfactory performance. The CONSULTANT shall commence work 26 promptly after receipt of a notice to proceed issued by the CONTRACT ADMINISTRATOR. 27 B. The CONSULTANT is advised and hereby acknowledges its understanding that 28 any recommendation for award is not binding on the COUNTY until the AGREEMENT is COUNTY OF FRESNO Fresno,California 06/20/17 14 1 fully executed following its approval by the COUNTY's Board of Supervisors. 2 VI. ALLOWABLE COSTS AND PAYMENTS 3 A. Total Fee: 4 1. Notwithstanding any other provisions in the AGREEMENT, the Total Fee 5 for the services required under the AGREEMENT, shall not exceed the total sum of Three 6 Hundred Thousand and No/000 Dollars ($300,000.00) over the entire term of the 7 AGREEMENT. Compensation for the services 8 rendered shall be computed at the hourly and cost rates shown in Appendix D, subject to 9 any adjustments that may be approved in accordance with Article VI, Section A, Paragraph 10 3. 11 2. The hourly and cost rates listed herein for services rendered by the 12 CONSULTANT and subconsultants shall remain in effect for the entire duration of the 13 AGREEMENT unless adjusted in accordance with the provisions of Article V1, Section A, 14 Paragraphs 3, 5, or 6. 15 3. The hourly rates paid for services performed by the CONSULTANT and by 16 subconsultants of the CONSULTANT and the rates for expenses incidental to the 17 CONSULTANT'S and subconsultant's performance of services may be adjusted no more 18 than once annually for inflation, in accordance with the following provisions: the 19 CONSULTANT may request new labor rates and new rates for expenses incidental to the 20 CONSULTANT'S and subconsultant's performance of services subject to written approval 21 of the CONTRACT ADMINISTRATOR in accordance with the provisions of this Article VI, 22 Section A, Paragraph 3. The CONSULTANT shall initiate the rate adjustment process by 23 submitting to the CONTRACT ADMINISTRATOR a proposed adjusted fee schedule. The 24 proposed adjusted fee schedule shall include proposed hourly rates for all categories of th 25 CONSULTANT and subconsultants wage classifications and proposed rates for incidental 26 expenses listed in Appendix D. The proposed adjusted fee schedule shall not take effect 27 unless approved in writing by the CONTRACT ADMINISTRATOR. The CONSULTANT 28 hereby acknowledges its understanding that approval by the CONTRACT COUNTY OF FRESNO Fresno,California 06/20/17 15 1 ADMINISTRATOR of any upward adjustment in the hourly and cost rates shall not provide 2 a basis for any increase in the total fee of$300,000.00, as set forth in Article VI, Section A, 3 Paragraph 1. 4 4. Expenses incidental to the CONSULTANT'S and subconsultant's 5 performance of services under Article III of the AGREEMENT shall be charged at the rates 6 listed in Appendix D, subject to any adjustments that may be approved in accordance with 7 Article VI, Section A, Paragraphs 3, 5, or 6. Unless incorporated in an adjusted fee 8 schedule approved by the CONTRACT ADMINISTRATOR in accordance with Article VI, 9 Section A, Paragraphs 3, 5, or 6, all other expenses incidental to the CONSULTANT'S and 10 any subconsultant's performance of the services under Article III of the AGREEMENT that 11 are not listed in Appendix D shall be borne by the CONSULTANT. 12 5. In the event that, in accordance with Article I, Section D, the CONTRACT 13 ADMINISTRATOR approves the CONSULTANT to retain additional subconsultants not 14 listed in Appendix B, hourly rates paid for services performed by such additional 15 subconsultants of the CONSULTANT and the rates for expenses incidental to 16 subconsultants performance of services may be adjusted no more than once annually for 17 inflation, in accordance with Article VI, Section A, Paragraph 3. The first annual 18 adjustment of hourly and incidental expense rates for such additional subconsultants shall 19 not be approved prior to one year after the CONTRACT ADMINISTRATOR'S approval of 20 the retention of such additional subconsultant(s) by the CONSULTANT. 21 6. Notwithstanding any other provisions in the AGREEMENT, the 22 CONTRACT ADMINISTRATOR may, at any time, authorize in writing the revision of the 23 CONSULTANT'S or subconsultant's list of rates for incidental expenses to include 24 additional categories of such expenses if, in the opinion of the CONTRACT 25 ADMINISTRATOR, such revision is necessary to facilitate the CONSULTANT'S 26 performance of the PROJECT(S). 27 B. Payments: 28 1. Progress payments will be made by the COUNTY upon receipt of the COUNTY OF FRESNO Fresno,California 06/20/17 16 1 CONSULTANT'S monthly invoices and approval by the CONTRACT ADMINISTRATOR 2 thereof based on the CONTRACT ADMINISTRATOR'S evaluation of the completion of the 3 respective components of the assigned PROJECT. Invoices shall clearly identify the 4 Phase and Task of the work, and the date(s) on which the work was performed, and shall 5 be submitted with the documentation identified in Article VI, Section B, Paragraph 5. 6 Invoices shall be forwarded electronically to: PWPBusinessOffice(a)co.fresno.ca.us 7 2. Upon receipt of a proper invoice, the CONTRACT ADMINISTRATOR will 8 take a maximum of ten (10) working days to review, approve, and submit it to the COUNTY 9 Auditor-Controller/Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices will be 10 returned to the CONSULTANT for correction and resubmittal. Payment, less retention, if 11 applicable, will be issued to the CONSULTANT within forty (40) calendar days of the date 12 the Auditor-Controller/Treasurer-Tax Collector receives the approved invoice. 13 3. The COUNTY is entitled to withhold a five percent (5%) retention from the 14 CONSULTANT'S earned compensation in accordance with the provisions of Article VII of 15 the AGREEMENT. 16 4. An unresolved dispute over a possible error or omission may cause 17 payment of the CONSULTANT fees in the disputed amount to be withheld by the 18 COUNTY. 19 5. Concurrently with the invoices, the CONSULTANT shall certify (through 20 copies of issued checks, receipts, or other COUNTY pre-approved documentation) that 21 complete payment, less a five percent (5%) retention, except as otherwise specified in 22 Article VII, has been made to all subconsultants as provided herein for all previous invoices 23 paid by the COUNTY. However, the parties do not intend that the foregoing create in any 24 subconsultants or sub-contractor a third party beneficiary status or any third party 25 beneficiary rights, and do hereby expressly disclaim any such status or rights. 26 6. Final invoices, and separate invoices for retentions, shall be submitted to 27 CONTRACT ADMINISTRATOR no later than thirty (30) days after the phase is completed. 28 Payment for retentions, if any, shall not be made until all services for the phase are COUNTY OF FRESNO Fresno,California 0620/17 17 1 completed. 2 7. In the event the DIRECTOR reduces the scope of the CONSULTANT'S 3 work under the AGREEMENT for a specific PROJECT (or discontinues a specific 4 PROJECT), whether due to a deficiency in the appropriation of anticipated funding or 5 otherwise, the CONSULTANT will be compensated on a pro rata basis for actual work 6 completed and accepted by the DIRECTOR in accordance with the terms of the 7 AGREEMENT. 8 VII. RETENTION FROM EARNED COMPENSATION s In addition to any amounts withheld under Article III, the CONSULTANT agrees that 10 the COUNTY, at the discretion of the CONTRACT ADMINISTRATOR, may withhold a five 11 percent (5%) retention from the earned compensation of the CONSULTANT. If the 12 CONTRACT ADMINISTRATOR determines that retention will be withheld for a PROJECT, 13 the CONTRACT ADMINISTRATOR will so state in writing prior to commencement of the 14 PROJECT by the CONSULTANT and will identify the PROJECT-specific prerequisites 15 (such as successful completion of a PROJECT phase, as an example) for the release of 16 retentions. 17 Vill. TERMINATION 18 A. The AGREEMENT may be terminated without cause at any time by the 19 COUNTY upon thirty (30) calendar days' written notice. If the COUNTY terminates the 20 AGREEMENT, the CONSULTANT shall be compensated for services satisfactorily 21 completed to the date of termination based upon the compensation rates and subject to 22 the maximum amounts payable agreed to in Article VI, together with such additional 23 services satisfactorily performed after termination which are expressly authorized by the 24 COUNTY to conclude the work performed to date of termination. 25 B. If the CONSULTANT purports to terminate the AGREEMENT, or otherwise 26 refuses to perform pursuant to the AGREEMENT, for reasons other than material breach 27 by the COUNTY, the CONSULTANT shall reimburse the COUNTY, up to a maximum of 28 $10,000 for the actual expense of issuing a Request For Proposal (RFP), engaging a new COUNTY OF FRESNO Fresno,California 0620/17 18 1 consultant, and the new consultant's cost in becoming familiar with the previous 2 CONSULTANT'S work. The COUNTY'S entitlement to such reimbursement shall in no 3 way be construed as a limitation on other damages that may be recoverable by the 4 COUNTY as a result of the CONSULTANT'S termination, in breach of its obligations 5 hereunder. 6 C. The COUNTY may immediately suspend or terminate the AGREEMENT in 7 whole or in part, where in the determination of the COUNTY there is: 8 1. An illegal or improper use of funds; 9 2. A failure to comply with any term of the AGREEMENT; 10 3. A substantially incorrect or incomplete report submitted to the COUNTY; 11 4. Improperly performed service. 12 D. In no event shall any payment by the COUNTY constitute a waiver by the 13 COUNTY of any breach of the AGREEMENT or any default which may then exist on the 14 part of the CONSULTANT, nor shall such payment impair or prejudice any remedy 15 available to the COUNTY with respect to the breach or default. The DIRECTOR shall have 16 the right to demand of the CONSULTANT the repayment to the COUNTY of any funds 17 disbursed to the CONSULTANT under the AGREEMENT, which, in the judgment of the 18 DIRECTOR and as determined in accordance with the procedures of Article XVI, were not 19 expended in accordance with the terms of the AGREEMENT. The CONSULTANT shall 20 promptly refund any such funds upon demand. 21 E. The terms of the AGREEMENT, and the services to be provided thereunder, are 22 contingent on the approval of funds by the appropriating government agency. Should 23 sufficient funds not be allocated, the services provided may be modified, or the 24 AGREEMENT terminated at any time by giving the CONSULTANT thirty (30) days advance 25 written notice. In the event of termination on the basis of this Paragraph, the 26 CONSULTANT'S entitlement to payment, in accordance with the payment provisions set 27 forth hereinabove, shall apply only to work performed by the CONSULTANT prior to receipt 28 of written notification of such non-allocation of sufficient funding. COUNTY OF FRESNO Fresno,California 06/20/17 19 1 IX. FUNDING REQUIREMENTS 2 A. It is mutually understood between the parties that the AGREEMENT may have 3 been written before ascertaining the availability of funds or appropriation of funds, for the 4 mutual benefit of both parties, in order to avoid program and fiscal delays that would occur 5 if the AGREEMENT were executed after that determination was made. 6 B. The AGREEMENT is subject to any additional restrictions, limitations, conditions, 7 or any legislation enacted by the Congress, State Legislature or County Board of s Supervisors that may affect the provisions, terms, or funding of the AGREEMENT in any 9 manner. 10 C. It is mutually agreed that if sufficient funds are not appropriated, the 11 AGREEMENT may be amended to reflect any reduction in funds. 12 D. The COUNTY has the option to void the AGREEMENT under the 30-day 13 cancellation clause, or to amend the AGREEMENT by mutually acceptable modification of 14 its provisions to reflect any reduction of funds. 15 X. CHANGE IN TERMS 16 A. The AGREEMENT may be amended or modified only by mutual written 17 agreement of both parties. Except as provided in Article V, Section A, any such written 18 amendment to the AGREEMENT may be approved on the COUNTY's behalf only by its 19 Board of Supervisors. 20 B. The CONSULTANT shall only commence work covered by an amendment after 21 the amendment has been fully executed and written notification to proceed has been 22 issued by the CONTRACT ADMINISTRATOR. 23 XI. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION 24 A. The CONSULTANT must give consideration to Disadvantaged Business 25 Enterprise (hereinafter referred to as "DBE") firms as specified in 23 Code of Federal 26 Regulations (hereinafter referred to as "CFR") Section 172.5(b), and in 49 CFR, Part 26. 27 The CONSULTANT must meet the DBE goal established for PROJECTS by using DBEs 28 as subconsultants or document a good faith effort to have met the goal. If a DBE COUNTY OF FRESNO Fresno,California 06/20/17 20 1 subconsultant is unable to perform, the CONSULTANT must make a good faith effort to 2 replace him/her with another DBE subconsultant if the goal is not otherwise met. 3 B. The CONSULTANT is responsible for being fully informed regarding the 4 requirements of Title 49 CFR, Part 26 and CALTRANS' Disadvantaged Business 5 Enterprise program developed pursuant to the regulations, as detailed in Appendix C, 6 Notice to Proposers DBE Information, attached hereto and incorporated herein. 7 C. A DBE subconsultant may be terminated only with written approval by the 8 CONTRACT ADMINISTRATOR and only for reasons specified in 49 CFR Section 26.53(f). 9 Prior to requesting the CONTRACT ADMINISTRATOR consent for the proposed 10 termination, the CONSULTANT must meet the procedural requirements specified in 49 11 CFR Section 26.53(f). 12 XII. COST PRINCIPLES 13 A. The CONSULTANT agrees that the Contract Cost Principles and Procedures, 14 Title 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq. 15 (Appendix E), shall be used to determine the allowability of cost for individual items. 16 B. The CONSULTANT also agrees to comply with federal procedures in 17 accordance with Title 49 CFR, Part 18, Uniform Administrative Requirements for Grants 18 and Cooperative Agreements to State and Local Governments. 19 C. Any costs for which payment has been made to the CONSULTANT that are 20 determined by subsequent audit to be unallowable under 49 CFR Part 18 and 48 CFR, 21 Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to 22 repayment by the CONSULTANT to the COUNTY. 23 XIII. COVENANT AGAINST CONTINGENT FEES 24 A. The CONSULTANT warrants, by execution of the AGREEMENT, that the 25 CONSULTANT has not employed or retained any company or person, other than a bona 26 fide employee working for the CONSULTANT; to solicit or secure the AGREEMENT; and 27 that CONSULTANT has not paid or agreed to pay any company or person other than a 28 bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other COUNTY OF FRESNO Fresno,California 06/20/17 21 1 consideration, contingent upon or resulting from the award or formation of the 2 AGREEMENT. For breach or violation of this warranty, the COUNTY shall have the right 3 to annul the AGREEMENT without liability, and to pay only for the value of the work 4 actually performed by the CONSULTANT, or alternatively in the COUNTY's discretion, to 5 deduct from the contract price or consideration, or otherwise recover the full amount of 6 such any such commission, percentage, brokerage fee, gift, contingent fee or similar form 7 of consideration previously paid by the CONSULTANT. 8 XIV. RETENTION OF RECORDS/AUDIT g A. For the purpose of determining the sufficiency of the CONSUTLANT'S 10 performance of the contract (and compliance with Public Contract Code 10115, et seq. and 11 Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when 12 applicable), the CONSULTANT, subcontractors, and the COUNTY, and each of them, shall 13 maintain all books, documents, papers, accounting records, and other evidence pertaining 14 to the performance of the AGREEMENT, including but not limited to, the costs of 15 administering the AGREEMENT. 16 B. All parties shall make such materials available at their respective offices at all 17 reasonable times throughout the entirety of the contract term and for three years from the 18 date of final payment under the contract, pursuant to Government Code 8546.7. The state, 19 the State Auditor, the COUNTY, Federal Highway Administration, or any duly authorized 20 representative of the federal government shall have access to any books, records, and 21 documents of the CONSULTANT that are pertinent to the contract for audit, examinations, 22 excerpts, and transactions, and copies thereof shall be furnished if requested. It shall be 23 the responsibility of the CONSULTANT to ensure that all subcontracts in excess of 24 $25,000 shall contain this provision. 25 C. The CONSULTANT and subconsultants' contracts, including cost proposals and 26 indirect cost rates (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 AGREEMENT, cost COUNTY OF FRESNO Fresno,California 06/2O/n 22 1 proposal and ICR and related workpapers, if applicable, will be reviewed to verify 2 compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances 3 of a CPA ICR Audit Workpaper Review it is the CONSULTANT'S responsibility to ensure 4 federal, state, or local government officials are allowed full access to the CPA's 5 workpapers. The AGREEMENT, cost proposal, and ICR shall be adjusted by the 6 CONSULTANT and approved by the CONTRACT ADMINISTRATOR to conform to the 7 audit or review recommendations. The CONSULTANT agrees that individual terms of costs 8 identified in the audit report shall be incorporated into the AGREEMENT by this reference if 9 directed by the COUNTY at its sole discretion. Refusal by the CONSULTANT to 10 incorporate audit or review recommendations, or to ensure that the Federal, State, or local 11 governments have access to CPA workpapers, will be considered a breach of the 12 AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of 13 prior reimbursed costs. 14 XV. AUDIT REVIEW PROCEDURES 15 A. Any dispute concerning a question of fact arising under an interim or post audit 16 of the AGREEMENT that is not disposed of by agreement between the parties, shall be 17 reviewed by the COUNTY's Auditor/Controller/Treasurer/Tax-Collector. 18 B. Not later than 30 days after issuance of the final audit report, the CONSULTANT 19 may request a review by the COUNTY's Auditor/Controller/Treasurer/Tax-Collector of 20 unresolved audit issues. The request for review will be submitted in writing. 21 C. Neither the pendency of a dispute nor its consideration by the COUNTY will 22 excuse the CONSULTANT from full and timely performance, in accordance with the terms 23 of the AGREEMENT. 24 D. The CONSULTANT and subconsultants' contracts, including cost proposals and 25 indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a 26 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA) 27 ICR Audit Workpaper Review. If selected for audit or review, the contract, cost proposal 28 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 COUNTY OF FRESNO Fresno,California 0620/17 23 1 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit 2 Workpaper Review it is the CONSULTANT's responsibility to ensure federal, state, or local 3 government officials are allowed full access to the CPA's workpapers. The AGREEMENT, 4 cost proposal, and ICR shall be adjusted by the CONSULTANT and approved by the 5 CONTRACT ADMINISTRATOR to conform to the audit or review recommendations. The 6 CONSULTANT agrees that individual terms of costs identified in the audit report shall be 7 incorporated into the contract by this reference if directed by the COUNTY at its sole s discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations, 9 or to ensure that the Federal, State, or local governments have access to CPA workpapers, 10 will be considered a breach of contract terms and cause for termination of the 11 AGREEMENT and disallowance of prior reimbursed costs. 12 XVI. ERRORS OR OMISSIONS CLAIMS AND DISPUTES 13 A. Definitions: 14 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider o 15 professional services, acting as a business entity (owner, partnership, corporation, joint 16 venture or other business association) in accordance with the terms of an agreement with 17 the COUNTY. 18 2. A "Claim" is a demand or assertion by one of the parties seeking, as a 19 matter of right, adjustment or interpretation of contract terms, payment of money, extension 20 of time, change orders, or other relief with respect to the terms of the contract. The term 21 "Claim" also includes other disputes and matters in question between the COUNTY and 22 the CONSULTANT arising out of or relating to the contract. Claims must be made by 23 written notice. The provisions of Government Code section 901, et seq., shall apply to 24 every claim made to the COUNTY. The responsibility to substantiate claims shall rest with 25 the party making the claim. The term "Claim" also includes any allegation of an error or 26 omission by the CONSULTANT. 27 B. In the spirit of cooperation between the COUNTY and the CONSULTANT, the 28 following procedures are established in the event of any claim or dispute alleging a COUNTY OF FRESNO Fresno,California 06/20/17 24 1 negligent error, act, or omission, of the CONSULTANT. 2 1. Claims, disputes or other matters in question between the parties, arising 3 out of or relating to the AGREEMENT, shall not be subject to arbitration, but shall be 4 subject to the following procedures. 5 2. The COUNTY and the CONSULTANT shall meet and confer and attempt 6 to reach agreement on any dispute, including what damages have occurred, the measure 7 of damages and what proportion of damages, if any, shall be paid by either party. The 8 parties agree to consult and consider the use of mediation or other form of dispute 9 resolution prior to resorting to litigation. 10 3. If the COUNTY and the CONSULTANT cannot reach agreement under 11 Article XVI, Section B, Paragraph 2, the disputed issues may, upon concurrence by all 12 parties, be submitted to a panel of three (3) for a recommended resolution. The 13 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the 14 third member shall be selected by the other two panel members. The discovery rights 15 provided by California Code of Civil Procedure for civil proceedings shall be available and 16 enforceable to resolve the disputed issues. Either party requesting this dispute resolution 17 process shall, when invoking the rights to this panel, give to the other party a notice 18 describing the claims, disputes and other matters in question. Prior to twenty (20) working 19 days before the initial meeting of the panel, both parties shall submit all documents such 20 party intends to rely upon to resolve such dispute. If it is determined by the panel that any 21 party has relied on such documentation, but has failed to previously submit such 22 documentation on a timely basis to the other party, the other party shall be entitled to a 20- 23 working-day continuance of such initial meeting of the panel. The decision by the panel is 24 not a condition precedent to arbitration, mediation or litigation. 25 4. Upon receipt of the panel's recommended resolution of the disputed 26 issue(s), the COUNTY and the CONSULTANT shall again meet and confer and attempt to 27 reach agreement. If the parties still are unable to reach agreement, each party shall have 28 recourse to all appropriate legal and equitable remedies. COUNTY OF FRESNO Fresno,California 06/20/17 25 1 C. The procedures to be followed in the resolution of claims and disputes may be 2 modified any time by mutual agreement of the parties hereto. 3 D. The CONSULTANT shall continue to perform its obligations under the 4 AGREEMENT pending resolution of any dispute, and the COUNTY shall continue to make 5 payments of all undisputed amounts due under the AGREEMENT. 6 E. When a claim by either party has been made alleging the CONSULTANT'S 7 negligent error, act, or omission, the COUNTY and the CONSULTANT shall meet and s confer within twenty-one (21) working days after the written notice of the claim has been 9 provided. 10 XVII. SUBCONTRACTING 11 A. The CONSULTANT shall perform the work contemplated with resources 12 available within its own organization; and no portion of the work pertinent to this contract 13 shall be subcontracted without prior written authorization by the CONTRACT 14 ADMINISTRATOR, excepting only those portions of the work and the responsible 15 subconsultants that are expressly identified in Appendix B hereto. 16 B. Any subcontract in excess of$25,000 entered into by CONSULTANT, pertaining 17 to work to be performed under the AGREEMENT, shall contain all of the provisions 18 stipulated in the AGREEMENT to be applicable to subconsultants. 19 C. Any substitution of subconsultant(s) must be approved in writing by the 20 CONTRACT ADMINISTRATOR prior to the start of work by such subconsultant(s). 21 XVIII. EQUIPMENT PURCHASE 22 A. Prior authorization in writing, by the CONTRACT ADMINISTRATOR shall be 23 required before the CONSULTANT enters into any unbudgeted purchase order, or 24 subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. The 25 CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such 26 costs. 27 B. Prior authorization by the CONTRACT ADMINISTRATOR shall be required for 28 purchase of any item, service or consulting work in excess of$5,000 that is not covered in COUNTY OF FRESNO Fresno,California 06/20/17 26 1 the CONSULTANT'S Cost Proposal; and the CONSULTANT'S request must be 2 accompanied by at least three competitive quotations, unless the absence of bidding is 3 adequately justified, to the satisfaction of the CONTRACT ADMINISTRATOR in his or her 4 discretion, by written explanation provided by the CONSULTANT with its submittal. 5 C. Any authorized purchase of equipment as a result of the AGREEMENT is 6 subject to the following: "The CONSULTANT shall maintain an inventory of all 7 nonexpendable property. Nonexpendable property is defined as having a useful life of at 8 least two years and an acquisition cost of$5,000 or more. If the purchased equipment 9 needs replacement and is sold or traded in, the COUNTY shall receive a proper refund or 10 credit at the conclusion of the contract, or if the contract is terminated, the CONSULTANT 11 may either keep the equipment and credit the COUNTY in an amount equal to its fair 12 market value, or sell such equipment at the best price obtainable at a public or private sale, 13 in accordance with established COUNTY procedures; and credit the COUNTY in an 14 amount equal to the sales price. If the CONSULTANT elects to keep the equipment, fair 15 market value shall be determined at the CONSULTANT'S expense, on the basis of a 16 competent independent appraisal of such equipment. Appraisals shall be obtained from an 17 appraiser mutually agreeable to by the COUNTY and the CONSULTANT, if it is determined 18 to sell the equipment, the terms and conditions of such sale must be approved in advance 19 by the COUNTY." Title 49 CFR, Part 18 requires a credit to Federal funds when 20 participating equipment with a fair market value greater than $5,000.00 is credited to the 21 PROJECT. 22 XIX. INSPECTION OF WORK 23 The CONSULTANT and any subcontractor shall permit the COUNTY, the state, and 24 the FHWA to review and inspect the PROJECT activities and files at all reasonable times 25 during the performance period of the AGREEMENT including review and inspection on a 26 daily basis. 27 XX. LIABILITY INSURANCE 28 A. Without limiting the COUNTY'S right to obtain indemnification from the COUNTY OF FRESNO Fresno,California 0620117 27 1 CONSULTANT or any third parties, the CONSULTANT, at its sole expense, shall maintain 2 in full force and effect, the following insurance policies prior to commencement of any work 3 for the COUNTY and, thereafter, throughout the entire term of the AGREEMENT (with the 4 exception of Professional Liability Insurance, which the CONSULTANT shall maintain in full 5 force and effect for the additional period of time required by Article XX, Section A, 6 Paragraph 4). 7 1. Commercial General Liability Insurance with limits not less than One 8 Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of not less than 9 Two Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. 10 The COUNTY may require specific coverages including completed operations, products 11 liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other 12 liability insurance deemed necessary because of the nature of the AGREEMENT. 13 2. Comprehensive Automobile Liability Insurance with limits for bodily injury 14 of Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand 15 Dollars ($500,000.00) per accident and for property damages of Fifty Thousand Dollars 16 ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand 17 Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in 18 connection with the AGREEMENT. 19 3. Worker's Compensation insurance policy as required by the California 20 Labor Code. 21 4. Professional Liability Insurance: 22 a. If the CONSULTANT employs licensed professional staff in 23 providing services, Professional Liability Insurance with limits of One Million Dollars 24 ($1,000,000.00) per claim, Three Million Dollars ($3,000,000.00) annual aggregate. 25 b. The Professional Liability Insurance shall be kept in full force and 26 effect for a period of three (3) years from the date of substantial completion of the 27 CONSULTANT'S work as determined by the COUNTY. 28 c. The CONSULTANT shall obtain endorsements to the Commercial COUNTY OF FRESNO Fresno,California 06/20/17 28 1 General Liability insurance naming the COUNTY, its officers, agents, and employees, 2 individually and collectively, as additional insured, but only insofar as the operations under 3 the AGREEMENT are concerned. Such coverage for additional insured shall apply as 4 primary insurance and any other insurance, or self-insurance, maintained by the COUNTY, 5 its officers, agents and employees shall be excess only and not contributing with insurance 6 provided under the CONSULTANT'S policies herein. The CONSULTANT shall give the 7 COUNTY at least thirty (30) days advance written notice of any cancellation, expiration, s reduction or other material change in coverage with respect to any of the aforesaid policies. 9 d. Prior to commencing any such work under the AGREEMENT, the 10 CONSULTANT shall provide to the COUNTY certificates of insurance and endorsements 11 for all of the required policies as specified above, stating that all such insurance coverage 12 has been obtained and is in full force; that the COUNTY, its officers, agents and 13 employees will not be responsible for any premiums on the policies; that such Commercial 14 General Liability insurance names the COUNTY, its officers, agents and employees, 15 individually and collectively, as additional insured, but only insofar as the operations under 16 the AGREEMENT are concerned; that such coverage for additional insured shall apply as 17 primary insurance and any other insurance, or self-insurance, maintained by the COUNTY, 18 its officers, agents and employees, shall be excess only and not contributing with insurance 19 provided under the CONSULTANT'S policies herein; and that this insurance shall not be 20 cancelled or changed without a minimum of thirty (30) days advance, written notice given 21 to the COUNTY. All certificates shall clearly indicate the COUNTY'S identifying Contract 22 Number for the AGREEMENT, and the certificates shall be sent to the attention of the 23 CONTRACT ADMINISTRATOR. 24 e. In the event the CONSULTANT fails to keep in effect at all times 25 insurance coverage as herein provided, the COUNTY may, in addition to other remedies it 26 may have, suspend or terminate the AGREEMENT upon the occurrence of such event. 27 f. All policies shall be issued by admitted insurers licensed to do 28 business in the State of California, and all such insurance shall be purchased from COUNTY OF FRESNO Fresno,California 0620117 29 I companies possessing a current A.M. Best, Inc. rating of A and FSC VII or better. 2 XXI. HOLD HARMLESS 3 A. The CONSULTANT shall defend, hold harmless and indemnify the COUNTY, its 4 officers, agents, and employees, against the payment of any and all costs and expenses 5 (including reasonable attorney fees and court costs), damages, claims, suits, losses, and 6 liability for bodily and personal injury to or death of any person or for loss of any property 7 resulting from or arising out of any negligent or wrongful acts, errors or omissions of the 8 CONSULTANT, its officers, agents, and employees, in performing or failing to perform any 9 work, services, or functions under the AGREEMENT. 10 B. The COUNTY and the CONSULTANT hereby declare their mutual intent to 11 cooperate in the defense of any claim, suit, or other action alleging liability, arising from the 12 negligent performance or failure to perform of any COUNTY construction contractor or 13 subcontractor involved in PROJECT(S). Such cooperation may include an agreement to 14 prepare and present a cooperative defense after consultation with the CONSULTANT'S 15 professional liability insurance carrier. 16 XXII. OWNERSHIP OF DATA 17 A. All documents, including preliminary documents, calculations, and survey data, 18 required in performing services under the AGREEMENT shall be submitted to, and shall 19 remain at all times the property of the COUNTY regardless of whether they are in the 20 possession of the CONSULTANT or any other person, firm, corporation or agency. 21 B. The CONSULTANT understands and agrees the COUNTY shall retain full 22 ownership rights of the drawings and work product of the CONSULTANT for the 23 PROJECT, to the fullest extent permitted by law. In this regard, the CONSULTANT 24 acknowledges and agrees the CONSULTANT'S services are on behalf of the COUNTY 25 and are "works made for hire," as that term is defined in copyright law, by the COUNTY; 26 that the drawings and work product to be prepared by the CONSULTANT are for the sole 27 and exclusive use of the COUNTY, and that the COUNTY shall be the sole owner of all 28 patents, copyrights, trademarks, trade secrets and other rights and contractual interests in COUNTY OF FRESNO Fresno,California 06/20/17 30 1 connection therewith which are developed and compensated solely under the 2 AGREEMENT; that all the rights, title and interest in and to the drawings and work product 3 will be transferred to the COUNTY by the CONSULTANT to the extent the CONSULTANT 4 has an interest in and authority to convey such rights; and the CONSULTANT will assist 5 the COUNTY to obtain and enforce patents, copyrights, trademarks, trade secrets, and 6 other rights and contractual interests relating to said drawings and work product, free and 7 clear of any claim by the CONSULTANT or anyone claiming any right through the 8 CONSULTANT. The CONSULTANT further acknowledges and agrees the COUNTY's 9 ownership rights in such drawings or work product, shall apply regardless of whether such 10 drawings or work product, or any copies thereof, are in possession of the CONSULTANT, 11 or any other person, firm, corporation, or entity. For purposes of the AGREEMENT the 12 terms "drawings and work product" shall mean all reports and study findings commissioned 13 to develop the PROJECT design, drawings and schematic or preliminary design 14 documents, certified reproducibles of the original final construction contract drawings, 15 specifications, the approved estimate, record drawings, as-built plans, and discoveries, 16 developments, designs, improvement, inventions, formulas, processes, techniques, or 17 specific know-how and data generated or conceived or reduced to practice or learning by 18 the CONSULTANT, either alone or jointly with others, that result from the tasks assigned to 19 the CONSULTANT by the COUNTY under the AGREEMENT. 20 C. If the AGREEMENT is terminated during or at the completion of any phase 21 under Article III, a reproducible copy of report(s) or preliminary documents shall be 22 submitted by the CONSULTANT to the COUNTY, which may use them to complete the 23 PROJECT(S) at a future time. 24 D. If the PROJECT is terminated at the completion of a construction document 25 phase of the PROJECT, certified reproducibles on 4 mil thick double matte film of the 26 original final construction contract drawings, specifications, and approved engineer's 27 estimate shall be submitted by the CONSULTANT to the COUNTY. 28 E. Documents, including drawings and specifications, prepared by the COUNTY OF FRESNO Fresno,California 06/20/17 31 1 CONSULTANT pursuant to the AGREEMENT are intended to be suitable for reuse by the 2 COUNTY or others on extensions of the services provided for PROJECT. Any use of 3 completed documents for projects other than PROJECT(S) and/or any use of uncompleted 4 documents will be at the COUNTY'S sole risk and without liability or legal exposure to the 5 CONSULTANT. 6 The electronic files provided by the CONSULTANT to the COUNTY are submitted 7 for an acceptance period lasting until the expiration of the AGREEMENT (i.e., throughout 8 the duration of the contract term, including any extensions). Any defects the COUNTY 9 discovers during such acceptance period will be reported to the CONSULTANT and will be 10 corrected as part of the CONSULTANT'S "Basic Scope of Work." 11 F. The CONSULTANT shall not be liable for claims, liabilities or losses arising out 12 of, or connected with (1) the modification or misuse by the COUNTY or anyone authorized 13 by the COUNTY, of such CAD data, or (2) decline of accuracy or readability of CAD data 14 due to inappropriate storage conditions or duration; or (3) any use by the COUNTY, or 15 anyone authorized by the COUNTY, of such CAD data or other PROJECT documentation 16 for additions to the PROJECT for the completion of the PROJECT by others, or for other 17 projects; except to the extent that said use may be expressly authorized, in writing, by the 18 CONSULTANT. 19 G. The COUNTY, in the discretion of its Board of Supervisors, may permit the 20 copyrighting of reports or other products of the AGREEMENT; and provided further, that if 21 copyrights are permitted; the CONSULTANT hereby agrees and the AGREEMENT shall be 22 deemed to provide that the Federal Highway Administration shall have the royalty-free 23 nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize 24 others to use, the work for government purposes. 25 XXIII. CLAIMS FILED BY THE COUNTY'S CONSTRUCTION CONTRACTOR 26 A. If claims are filed by the COUNTY's construction contractor relating to work 27 performed by the CONSULTANT'S personnel, and additional information or assistance 28 from the CONSULTANT'S personnel is required in order to evaluate or defend against COUNTY OFFRESNO Fresno,California 0620/17 32 1 such claims, then the CONSULTANT hereby agrees in such event to make its personnel 2 available for consultation with the COUNTY's construction contract administration and legal 3 staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 4 B. The CONSULTANT'S personnel that the COUNTY considers essential to assist 5 in defending against the construction contractor's claims will be made available on 6 reasonable notice from the DIRECTOR. Services of the CONSULTANT'S personnel in 7 connection with consultation or testimony for this purpose will be performed pursuant to a 8 written contract amendment, if determined by the parties to be necessary or appropriate. 9 XXIV. CONFIDENTIALITY OF DATA 10 A. All financial, statistical, personal, technical, or other data and information relative 11 to the COUNTY'S operations, which are designated confidential by the COUNTY and 12 made available to the CONSULTANT in order to carry out the AGREEMENT, shall be 13 protected by the CONSULTANT from unauthorized use and disclosure. 14 B. Permission to disclose information on one occasion, or public hearing held by 15 the COUNTY relating to the contract, shall not authorize the CONSULTANT to further 16 disclose such information, or disseminate the same on any other occasion. 17 C. The CONSULTANT shall not comment publicly to the press or any other media 18 regarding the AGREEMENT or the COUNTY's actions on the same, except to the 19 COUNTY's staff, the CONSULTANT'S own personnel involved in the performance of the 20 AGREEMENT, at public hearings or in response to questions from a Legislative committee. 21 D. The CONSULTANT shall not issue any news release or public relations item of 22 any nature, whatsoever, regarding work performed or to be performed under the 23 AGREEMENT without prior review of the contents thereof by the COUNTY, and receipt of 24 the COUNTY'S written permission. 25 E. All information related to the construction estimate is confidential, and shall not 26 be disclosed by the CONSULTANT to any entity other than the COUNTY. 27 XXV. NATIONAL LABOR RELATIONS BOARD CERTIFICATION 28 In accordance with Public Contract Code Section 10296, the CONSULTANT hereby COUNTY OF FRESNO Fresno,California 06/20/17 33 1 states under penalty of perjury that no more than one final unappealable finding of 2 contempt of court by a federal court has been issued against the CONSULTANT within the 3 immediately preceding two-year period, because of the CONSULTANT'S failure to comply 4 with an order of a federal court that orders the CONSULTANT to comply with an order of 5 the National Labor Relations Board. 6 XXVI. EVALUATION OF THE CONSULTANT 7 The CONSULTANT'S performance will be evaluated by the COUNTY using the form 8 attached to the RFQ as Attachment C. A copy of the evaluation will be sent to the 9 CONSULTANT for comments. The evaluation together with the comments shall be 10 retained as part of the contract record. 11 XXVII. STATEMENT OF COMPLIANCE: NON-DISCRIMINATION 12 A. The CONSULTANT'S signature affixed herein, and dated, shall constitute a 13 certification under penalty of perjury under the laws of the State of California that the 14 CONSULTANT has, unless exempt, complied with, the nondiscrimination program 15 requirements of Government Code Section 12990 and Title 2, California 16 Administrative Code, Section 8103. 17 B. During the performance of the AGREEMENT, the CONSULTANT and its 18 subconsultants shall not unlawfully discriminate, harass, or allow harassment against any 19 employee or applicant for employment because of sex, race, color, ancestry, religious 20 creed, national origin, physical disability (including HIV and AIDS), mental disability, 21 medical condition (e.g., cancer), age (over 40), marital status, and denial of family care 22 leave. The CONSULTANT and subconsultants shall ensure that the evaluation and 23 treatment of their employees and applicants for employment are free from such 24 discrimination and harassment. The CONSULTANT and subconsultants shall comply with 25 the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) 26 and the applicable regulations promulgated thereunder (California Code of Regulations, 27 Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and 28 Housing Commission implementing Government Code Section 12990 (a-f), set forth in COUNTY OF FRESNO Fresno,California 0620/17 34 1 Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated 2 into the AGREEMENT by reference and made a part hereof as if set forth in full. The 3 CONSULTANT and subconsultants shall give written notice of their obligations under this 4 clause to labor organizations with which they have a collective bargaining or other 5 agreement. 6 C. The CONSULTANT and subconsultants shall include the nondiscrimination and 7 compliance provisions of this clause in all subcontracts to perform work under the 8 AGREEMENT. 9 XXVIII. DEBARMENT AND SUSPENSION CERTIFICATION 10 A. The CONSULTANT'S signature affixed herein, shall constitute a certification 11 under penalty of perjury under the laws of the State of California, that the CONSULTANT 12 has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and 13 Suspension Certificate, which certifies that he/she or any person associated therewith in 14 the capacity of owner, partner, director, officer, or manager, is not currently under 15 suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal 16 agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible 17 by any federal agency within the past three (3) years; does not have a proposed 18 debarment pending; and has not been indicted, convicted, or had a civil judgment rendered 19 against it by a court of competent jurisdiction in any matter involving fraud or official 20 misconduct within the past three (3) years. Any exceptions to this certification must be 21 disclosed to the COUNTY on Appendix F. 22 B. Exceptions will not necessarily result in denial of recommendation for award, but 23 will be considered in determining CONSULTANT responsibility. Disclosures must indicate 24 to whom exceptions apply, initiating agency, and dates of action. 25 C. Exceptions to the Federal Government Excluded Parties Listing System 26 maintained by the General Services Administration are to be determined by the Federal 27 Highway Administration. 28 XXIX. COMPLIANCE WITH LAWS AND STATE PREVAILING WAGE RATES COUNTY OF FRESNO Fresno,California 06/20/17 35 1 A. The CONSULTANT shall comply with the State of California's General Prevailing 2 Wage Rate requirements in accordance with California Labor Code, Section 1770, and all 3 Federal, State, and local laws and ordinances applicable to the work. 4 B. Any subcontract entered into as a result of this contract if for more than $25,000 5 for public works construction or more than $15,000 for the alteration, demolition, repair, or 6 maintenance of public works, shall contain all of the provisions of this Article. 7 XXX. CONFLICT OF INTEREST 8 A. The CONSULTANT shall comply with the provisions of the Fresno County 9 Department of Public Works and Planning Conflict of Interest Code, attached hereto as 10 Appendix G and incorporated herein. Such compliance shall include the filing of annual 11 statements pursuant to the regulations of the State Fair Political Practices Commission 12 including, but not limited to, portions of Form 700. 13 B. The CONSULTANT shall disclose any financial, business, or other relationship 14 with the COUNTY that may have an impact upon the outcome of this contract, or any 15 ensuing COUNTY construction project. The CONSULTANT shall also list current clients 16 who may have a financial interest in the outcome of this contract, or any ensuing COUNTY 17 construction project, which will follow. 18 C. The CONSULTANT hereby certifies that it does not now have, nor shall it 19 acquire any financial or business interest that would conflict with the performance of 20 services under the AGREEMENT. 21 D. The CONSULTANT hereby certifies that neither the CONSULTANT, nor any firm 22 affiliated with the CONSULTANT will bid on any construction contract, or on any contract to 23 provide construction inspection for any construction PROJECT resulting from the 24 AGREEMENT; provided, however, that this shall not be construed as disallowing the 25 CONSULTANT or affiliated firm from performing, pursuant to the AGREEMENT or other 26 agreement with the COUNTY, construction inspection services on behalf of the COUNTY 27 for the PROJECT. An affiliated firm is one, which is subject to the control of the same 28 persons through joint ownership, or otherwise. COUNTY OF FRESNO Fresno,California 06/20/17 36 1 E. Except for subconsultants or subcontractors whose services are limited to 2 providing surveying or materials testing information, no subcontractor who has provided 3 design services in connection with this contract shall be eligible to bid on any construction 4 contract, or on any contract to provide construction inspection for any construction project 5 resulting from this contract; provided, however, that this shall not be construed as 6 disallowing subcontractors who have provided design services for the PROJECT from 7 performing, pursuant to the AGREEMENT or other agreement with the COUNTY, s construction inspection services on behalf of the COUNTY for the PROJECT. 9 XXXI. REBATES KICKBACKS OR OTHER UNLAWFUL CONSIDERATION 10 The CONSULTANT warrants that the AGREEMENT was not obtained or secured 11 through rebates kickbacks or other unlawful consideration, either promised or paid to any 12 COUNTY employee. For breach or violation of this warranty, the COUNTY shall have the 13 right, in its discretion, to do any of the following: terminate the AGREEMENT without 14 liability; or to pay only for the value of the work actually performed; or to deduct from the 15 AGREEMENT price, or otherwise recover the full amount of such rebate, kickback or other 16 unlawful consideration. 17 XXXII. PROHIBITION OF EXPENDING COUNTY STATE OR FEDERAL FUNDS FOR 18 LOBBYING 19 A. The CONSULTANT shall sign the lobbying forms, attached hereto and 20 incorporated herein as Appendix H, as required by the instructions found on each form. 21 B. The CONSULTANT certifies to the best of his or her knowledge and belief that: 22 1. No state, federal or COUNTY appropriated funds have been paid, or will 23 be paid by or on behalf of the CONSULTANT to any person for influencing or attempting to 24 influence an officer or employee of any state or federal agency; a Member of the State 25 Legislature or United States Congress; an officer or employee of the Legislature or 26 Congress; or any employee of a Member of the Legislature or Congress, in connection with 27 any of the following: 28 a. the awarding of any state or federal contract; COUNTY OF FRESNO Fresno,California 06/20/17 37 1 b. the making of any state or federal grant; 2 c. the making of any state or federal loan; 3 d. the entering into of any cooperative agreement, or 4 e. the extension, continuation, renewal, amendment, or modification 5 of any state or federal contract, grant, loan, or cooperative agreement. 6 2. If any funds other than federally appropriated funds have been paid, or will 7 be paid to any person for influencing or attempting to influence an officer or employee of 8 any federal agency; a Member of Congress; an officer or employee of Congress, or an 9 employee of a Member of Congress; in connection with this federal contract, grant, loan, or 10 cooperative agreement, then the CONSULTANT shall complete and submit Standard 11 Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 12 C. The certification required by the provisions of this Article is a material 13 representation of fact upon which reliance was placed when this transaction was made or 14 entered into. Submission of this certification is a prerequisite for making or entering into 15 this transaction imposed by Title 31, U.S. Code Section 1352. Any person who fails to file 16 the required certification shall be subject to a civil penalty of not less than $10,000 and not 17 more than $100,000 for each such failure. 18 D. The CONSULTANT also agrees by signing this document that he or she shall 19 require that the language of this certification be included in all lower-tier subcontracts, 20 which exceed $100,000, and that all such sub-recipients shall certify and disclose 21 accordingly. 22 XXXIII. INDEPENDENT CONTRACTOR 23 A. In performance of the work, duties and obligations assumed by the CONSULTANT 24 under the AGREEMENT, it is mutually understood and agreed that the CONSULTANT, 25 including any and all of the CONSULTANT'S officers, agents, and employees will at all times 26 be acting and performing as an independent contractor, and shall act in an independent 27 capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate 28 of the COUNTY. Furthermore, the COUNTY shall have no right to control or supervise or COUNTY OF FRESNO Fresno,California 0620/17 38 1 direct the manner or method by which the CONSULTANT shall perform its work and function. 2 However, the COUNTY shall retain the right to administer the AGREEMENT so as to verify 3 that the CONSULTANT is performing its obligations in accordance with the terms and 4 conditions thereof. 5 B. The CONSULTANT and the COUNTY shall comply with all applicable provisions o 6 law and the rules and regulations, if any, of governmental authorities having jurisdiction over 7 matters the subject thereof. s C. Because of its status as an independent contractor, the CONSULTANT shall have 9 absolutely no right to employment rights and benefits available to COUNTY employees. the 10 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of, its 11 employees all legally-required employee benefits. In addition, the CONSULTANT shall be 12 solely responsible and save the COUNTY harmless from all matters relating to payment of 13 the CONSULTANT'S employees, including compliance with Social Security withholding and 14 all other regulations governing such matters. It is acknowledged that during the term of the 15 AGREEMENT, the CONSULTANT may be providing services to others unrelated to the 16 COUNTY or to the AGREEMENT. 17 XXXIV. DISCLOSURE OF SELF-DEALING TRANSACTIONS 18 This provision is only applicable if the CONSULTANT is operating as a corporation 19 (a for-profit or non-profit corporation) or if during the term of the AGREEMENT, the 20 CONSULANT changes its status to operate as a corporation. Members of the 21 CONSULTANT'S Board of Directors shall disclose any self-dealing transactions that they 22 are a party to while the CONSULTANT is providing goods or performing services under the 23 AGREEMENT. A self-dealing transaction shall mean a transaction to which the 24 CONSULTANT is a party and in which one or more of its directors has a material financial 25 interest. Members of the Board of Directors shall disclose any self-dealing transactions that 26 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, 27 attached hereto as Appendix I, and submitting it to the COUNTY prior to commencing with 28 the self-dealing transaction or immediately thereafter. COUNTY OF FRESNO Fresno,California 0620/17 39 1 XXXV. NOTIFICATION 2 All notices hereunder and communications regarding interpretation of the terms of 3 the AGREEMENT and changes thereto, shall be effected by the mailing thereof by 4 registered or certified mail, return receipt requested, postage prepaid, and addressed to 5 the CONTRACT ADMINISTRATOR and the CONSULTANT'S Project Manager identified 6 on Page 1 of the AGREEMENT. 7 XXXVI. NON-ASSIGNMENT 8 Neither party shall assign, transfer or sub-contract the AGREEMENT or any of its 9 respective rights or duties hereunder, without the prior written consent of the other party. 10 XXXVII. CONSULTANT'S LEGAL AUTHORITY 11 Each individual executing or attesting the AGREEMENT on behalf of the 12 CONSULTANT hereby covenants, warrants, and represents: (i) that he or she is duly 13 authorized by or in accordance with the CONSULTANT'S corporate by-laws to execute or 14 attest and deliver the AGREEMENT on behalf of the CONSULTANT; and (ii) that the 15 AGREEMENT, once he or she has executed it, is and shall be binding upon such 16 Corporation. 17 XXXVIII. BINDING UPON SUCCESSORS 18 The AGREEMENT shall be binding upon and inure to the benefit of the parties and 19 their respective successors in interest, assigns, legal representatives, and heirs. 20 XXXIX. INCONSISTENCIES 21 In the event of any inconsistency in interpreting the documents which constitute the 22 AGREEMENT, the inconsistency shall be resolved by giving precedence in the following 23 order of priority: (1) the text of the AGREEMENT (excluding Appendices); (2) Appendices 24 to the AGREEMENT. 25 XL. SEVERABILITY 26 Should any part of the AGREEMENT be determined to be invalid or unenforceable, 27 then the AGREEMENT shall be construed as not containing such provision, and all other 28 provisions which are otherwise lawful shall remain in full force and effect, and to this end COUNTY OF FRESNO Fresno,California 0620117 40 1 the provisions of the AGREEMENT are hereby declared to be severable. 2 XLI. FINAL AGREEMENT 3 Both of the above-named parties to the AGREEMENT hereby expressly agree that 4 the AGREEMENT constitutes the entire agreement between the two parties with respect to 5 the subject matter hereof and supersedes all previous negotiations, proposals, 6 commitments, writing, advertisements, publications, and understandings of any nature 7 whatsoever unless expressly included in the AGREEMENT. In consideration of promises, 8 covenants and conditions contained in the AGREEMENT, the CONSULTANT and the 9 COUNTY, and each of them, do hereby agree to diligently perform in accordance with the 10 terms and conditions of the AGREEMENT, as evidenced by the signatures below. 11 // 12 13 // 14 15 16 17 // 18 19 20 21 // 22 23 24 25 26 27 28 COUNTY OF FRESNO Fresno,California 06/20/17 41 1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date 2 set forth above. 3 PETERS ENGINEERING GROUP, INC. COUNTY OF FRESNO 4 5 BY: k. L D iAde ters Brian Pacheco, Chairman 6 Principal Engineer Board of Supervisors 7 REVIEWED AND RECOMME ED ATTEST: 8 FOR APPROVAL Bernice E. Seidel, Clerk 9 Board of Supervisors 10 By: By 11 Steven E. White, erector Deputy Department of Public Works and 12 Planning 13 14 APPROVED AS TO LEGAL FORM Daniel C. Cederborg 15 County nsel 16 , By. 17 Deputy 18 19 APPROVED AS TO ACCOUNTING FORM 20 Oscar J. Garcia CPA Auditor-Controller/Treasurer-Tax 21 Collector 22 23 By: uty 24 25 FOR ACCOUNTING USE ONLY Fund: 0001 26 Subclass: 10000 Org. No: 4510 27 Account: 7295 28 COUNTY OF FRESNO Fresno,California 06/20/17 42 APPENDIX A PETERS ENGINEERING GROUP - FIRM ORGANIZATIONAL STRUCTURE Dr. Mohammad .A.limi, PE Design Engineer w David Peters, PE,TE, PTOE Peters Engineering Group John Rowland, PE,TE / Will Washburn, PF Peters Engineering Group Peters Engineering Group TRC Engineers David Peters,PE,TE,PTOE David Peters,PE,TE,PTOE Mark Imbriani,PE John Rowland,PE,TE Phil Ginther,EIT Todd Lambert,PE Chee Yang,EIT Robin Dansby,PE 01 ® McPheeters &Associates Desigalab252 Crawford&Bowen Kleulfelder Katrina Olsen,PLS Patrick Boyd,LLA Travis Crawford,AICP Neva Popenoe,PE,GE Emily Bowen,AP APPENDIX B SUBCONSULTANTS & DBE Design Lab 252 (landscape architecture) Kleinfelder (geotechnical engineering and materials testing) TRC Engineers (structural engineering) Crawford&Bowen (environmental) -\/IcPheeters&Associates (suive�Ting) APPENDIX C STATE OF CALIFORNIA•DEPARTMENT OF TRANSPORTATION Local Assistance Procedures Manual NOTICE TO PROPOSERS DBE INFORMATION EXHIBIT 104(NEW 01/2017) Page i of 2 NOTICE TO PROPOSERS DBE INFORMATION The Agency has not established a goal for this Contract.However,proposers are encouraged to obtain DBE participation for this contract 1. TERMS AS USED IN THIS DOCUMENT • The term"Disadvantaged Business Enterprise"or"DBE"means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s)as defined in Title 49,Code of Federal Regulations(CFR),Part 26.5. • The term"Agreement"also means"Contract" • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term"Small Business"WSW is as defined in 49 CFR 26.65. 2. AUTHORITY AND RESPONSIBILITY A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part With federal funds(See 49 CFR 26,"Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs").The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race,color,national origin,or sex in the award and performance of subcontracts. B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract,Exhibit 10-01 Consultant Proposal DBE Commitment must be included in the Request for Proposal. In order for a proposer to be considered responsible and responsive,the proposer must make good faith efforts to meet the goal established for the contract.If the goal is not met,the proposer must document adequate good faith efforts.All DBE participation will be counted towards the contract goal;therefore,all DBE participation shall be collected and reported. Exhibit 10-02 Consultant Contract DBE Information must be included with the Request for Proposal.Even if no DBE participation will be reported,the successful proposer must execute and return the form. 4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR,Part 26,and the Department's DBE program developed pursuant to the regulations.Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program(CUCP). B. A certified DBE may participate as a prime consultant,subconsultant,joint venture partner,as a vendor of material or supplies,or as a trucking company. C. A DBE proposer not proposing as a joint venture with a non-DBE,will be required to document one or a combination of the following: 1. The proposer is a DBE and will meet the goal by performing work with its own forces. 2. The proposer will meet the goal through work performed by DBE subconsultants,suppliers or trucking companies. 3. The proposer,prior to proposing,made adequate good faith efforts to meet the goal. D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof.Responsibility means actually performing,managing,and supervising the work with its own forces.The DBE joint venture partner must share in the capital contribution,control,management,risks and profits of the joint venture commensurate with its ownership interest. ADA Notice For individuals with sensory disabilities,this document is available in alternate formats. For information,call(916)445-1233, TfY 711,or write to Records and Forms Management,1120 N Street,MS-89,Sacramento,CA 95814. APPENDIX C STATE OF CALIFORNIA•DEPARTMENT OF TRANSPORTATION Local Assistance Procedures Manual NOTICE TO PROPOSERS DBE INFORMATION EXHIBIT 10-1(NEW 01/2017) Page 2 of 2 E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is,a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing,managing and supervising the work. F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants. G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the DBE participation except that portion of the work to be performed by non-DBE subconsultants. 5. RESOURCES A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP.If you believe a firm is certified that cannot be located on the database,please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance. B. Access the CUCP database from the Department of Transportation,Office of Business and Economic Opportunity Web site at: hftp://www.dot,ca.gov/hq/bep-/. 1. Click on the link titled Disadvantaaed Business Enterprise; 2. Click on Search for a DBE Firm link; 3. Click on Access to the DBE Query Form located on the first line in the center of the page. Searches can be performed by one or more criteria.Follow instructions on the screen. 6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING CONDITIONS: A. If the materials or supplies are obtained from a DBE manufacturer,count 100 percent of the cost of the materials or supplies.A DBE manufacturer is a firm that operates or maintains a factory,or establishment that produces on the premises the materials,supplies, articles,or equipment required under the Contract and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer,count 60 percent of the cost of the materials or supplies.A DBE regular dealer is a firm that owns,operates or maintains a store,warehouse,or other establishment in which the materials,supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought,kept in stock, and regularly sold or leased to the public in the usual course of business.To be a DBE regular dealer,the firm must be an established, regular business that engages,as its principal business and under its own name,in the purchase and sale or lease of the products in question.A person may be a DBE regular dealer in such bulk items as petroleum products,steel,cement,gravel,stone or asphalt without owning,operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products,any supplementing of regular dealers'own distribution equipment shall be,by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis.Packagers,brokers, manufacturers'representatives,or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE,which is neither a manufacturer nor a regular dealer,will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies,or fees or transportation charges for the delivery of materials or supplies required on the job site,provided the fees are reasonable and not excessive as compared with fees charged for similar services. 4 ADA Notice For individuals with sensory disabilities,this document is available in alternate formats. For information,call(916)445-1233, TTY 711,or write to Records and Forms Management,1120 N Street,MS-89,Sacramento,CA 95814. Local Assistance Procedures Manual APPENDIX C Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1.Local Agency: County of Fresno 2.Contract DBE Goal: N/A 3.Project Description: 2017 On-Call Engineering Consultant Services 4.Project Location: Various 5.Consultant's Name: Peters Engineering Group 6.Prime Certified DBE: ❑ 7.Total Contract Award Amount: $300,000 8.Total Dollar Amount for ALL Subconsultants: TBD 9.Total Number of ALL Subconsultants: 7 10.Description of Work,Service,or Materials 11.DBE 13.DBE Supplied Certification 12.DBE Contact Information Dollar Number Amount McPheeters&Associates 1486 Tollhouse Rd Surveying 38976 #107 Clovis,CA 93611 TBD (559)299-9098 Local Agency to Complete this Section 20.Local Agency Contract $TBD Nnmhnr 14.TOTAL CLAIMED DBE PARTICIPATION 21.Federal-Aid Project Number: TBD% 22.Contract Execution nary 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. 6-L9-17 23.Local Agency Representative's Signature 24.Date 15. eparer's Sibnature v 16.Date David Peters (559)299-1544 25.Local Agency Representative's Name 26.Phone 17.Preparer's Name 18.Phone President 27.Local Agency Representative's Title 19.Preparer's Title DISTRIBUTION: 1.Original—Local Agency 2.Copy—Caltrans District Local Assistance Engineer(DLAE).Failure to submit to DLAE within 30 days of contract execution may result in de-obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities,this document is available in alternate formats. For information call(916)654-6410 or TDD(916)654- 3880 or write Records and Forms Management,1120 N Street,MS-89,Sacramento,CA 95814, Page l of 2 July 23,2015 APPENDIX D rt PETERS ENGINEERING GROUP A CALIFORNIA CORPORATION HOURLY RATE SCHEDULE (Effective 1/1/17 to 12/31/17) CLASSIFICATION RATE Principal Civil Engineer $175/hr Senior Civil Engineer $160/hr Civil Engineer $125/hr Land Surveyor $120/hr Staff Engineer $1 10/hr Draftsperson/Technician/Inspector $90/hr Clerical $65/hr Robotic Total Station $35/hr Litigation Support $350/hr REIMBURSABLES SCHEDULE (Effective 1/1/17 to 12/31/17) DESCRIPTION RATE Mileage $0.63/mile Travel Subsistence Actual Cost+ 10% Postage Actual Cost+ 10% Reproduction Actual Cost+ 10% Subconsultant Actual Cost+ 10% Work requiring an accelerated schedule is subject to a 25% labor surcharge. Peters Engineering Group will furnish monthly billing for work performed in accordance with previously authorized fees and the above fee schedule. Payments shall be due upon presentation and no later than 30 days from the date of original invoice. Finance charges will apply to unpaid balances. McPheeters & AssociateSAPPENDIX D L A N D S U R V E Y I N G 1486 Tollhouse Road,Suite 107 * Clovis,California 93611 * (559)299-9098 * (559)299-9091fax CURRENT FEES- EFFECTIVE April 2017 The following hourly rates prevail in the classifications and tier indicated: Regular Over Time Double Time Time &Sat &Sun Court Appearance/Deposition $ 250.00 $ 300.00 $ 350.00 Licensed Land Surveyor $ 125.00 $ 170.00 $ 215.00 Draftsmen/Survey Tech $ 70.00 $ 95.00 $ 120.00 Clerical $ 40.00 $ 55.00 $ 70.00 Survey Crew (1 man crew) $ 150.00 $ 190.00 $ 230.00 Survey Crew (2 man crew) $ 220.00 $ 280.00 $ 340.00 Survey Crew (3 man crew) $290.00 $ 375.00 $ 460.00 PW Survey Crew(1 man crew)* $ 160.00* $ 200.00* $ 240.00* PW Survey Crew (2 man crew)* $ 265.00* $ 335.00* $ 405.00* PW Survey Crew (3 man crew)* $370.00* $ 470.00* $ 570.00* Additional costs for stakes, monuments,special equipment, blueprints, personnel protective equipment,transportation, subsistence and similar direct expenses required for a specific project is billed at cost plus 10%. The following 8 holidays will be invoice at the Sunday rate schedule above: New Years, Presidents Day, Memorial Day, Fourth of July, Labor Day,Thanksgiving, day after Thanksgiving, and Christmas. Rates charged portal to portal from our Clovis,California office. * Reflects prevailing wage (Fresno County)as of March 1,2017. APPENDIX D 575 E.Locust Avenue - Suite 1o5 Fresno,CA 93720 559.439.25;6 �Y www.TRCsolutions.com January 1, 2017 RATE SCHEDULE LABOR RATES Personnel Classification Hourlv Rate Project Manager $ 270.00 Project Engineer/Coordinator $ 190.00 Senior Engineer $ 165.00 Engineer $ 125.00 CADD Supervisor $ 150.00 CADD Technician $ 100.00 Data Processor/Operator $ 90.00 Administrative Assistant $ 75.00 Rates are subject to change on January 1 of each year. Similarly titled staff will be billed at equivalent rates(Le Senior Scientist,Senior Geologist,Senior Environmental Planner, etc.will be billed at the hourly rate for a Senior Engineer) DIRECT EXPENSE UNIT RATES Mileage:Current IRS Mileage Rate,currently$0.535 per mile Meals:State of CA DPA Rates,currently$46/day Other direct costs including travel,lodging,telephone,fax,reproduction, and postage will be billed at actual cost. APPENDIX D Crawford %0 Bowen PLANNING, INC. 2017 Rate Schedule Title Name Hourly Rate Principal Environmental Planner Travis Crawford,AICP $118 Principal Environmental Planner Emily Bowen, LEED AP $118 Administrative/Document Creation $80 Expenses Mileage $0.54/mile B/W$0.10/page Printing Color$0.30/page Cost+10%at print shop 113 N. Church St.Suite 4:302 1 Visalia, CA 93291 1 559.840.4414 1 www.candbplanning.com PROFESSIONAL STAFF RATES* Professional ............................................................................................................................ $ 121/ hour StaffProfessional.................................................................................................................... $ 131/ hour ProjectProfessional ................................................................................................................ $ 163/ hour PrincipalProfessional.............................................................................................................. $ 189/ hour Senior Principal Professional................................................................................................... $ 226/hour ProjectManager...................................................................................................................... $ 173/ hour Senior Project Manager........................................................................................................... $ 226/ hour Designer/Drafter...................................................................................................................... $ 118/ hour Senior Designer/Drafter........................................................................................................... $ 131/ hour Project Controls Professional .................................................................................................. $ 126/ hour Senior Project Controls Professional....................................................................................... $ 183/ hour TECHNICAL STAFF RATES Technician............................................................................................................................... $ 84/ hour SeniorTechnician.................................................................................................................... $ 100/ hour Inspector................................................................................................................................. $ 100/ hour SeniorInspector...................................................................................................................... $ 121/ hour ConstructionManager............................................................................................................. $ 158/ hour ADMINISTRATIVE STAFF RATES Administrator........................................................................................................................... $ 82/ hour ProjectAdministrator............................................................................................................... $ 112/ hour Mileage (2WD)........................................................................................................................ $ 0.80/mile Mileage (4WD) ....................................................................................................................... $ 1.60/mile Minimum Charges for Office Time Per Day....................................................... One Hour at Applicable Rate Outside services will include a 10% markup, unless otherwise noted. Kleinfelder reserves the right to adjust the fee schedule on projects not completed within 180 days from the contract signature date. Public works projects or projects receiving public funds may be subject to Prevailing Wage laws. The above rates do not apply to projects subject to prevailing wages. Hourly rates for those projects will be supplied separately. Applies to all professional rates including but not limited to civil, mechanical, chemical, electrical, geotechnical and environmental engineers;industrial hygienists;geologists;hydrogeologists;hydrologists;and computer specialists. Hourly rates assume that other direct costs will be billed and reimbursed by the client. Kleinfelder reserves the right to adjust the fee schedule on projects where other direct costs are not reimbursed. Kleinfelder Fee Schedule 2016D Revised 0512016 APPENDIX E Local Assistance Procedures Manual EXHIBIT 10-K Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment I of DLA-OB 13-07-Safe Harbor Indirect Cost Rate for Consultant Contracts found at http.-Ilivww.(Iot.ca.govlliqlLocalProgramsIDL4—OBIDLA—OB.htm in lieu of this form.) Certification of Final Indirect Costs: Consultant Firm Name: Peters Engineering Group Indirect Cost Rate: 110% * for fiscal period 01/01/2016 to 12/31/2016(mm/dd/yyyy to mm/dd/yyyy) *Fiscal period covered for Indirect Cost Rate developed(not the contract period). Local Government: County of Fresno Contract Number: N/A Project Number: N/A I,the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: I. 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 Linder the cost principles of the FAR of 48 CFR, Part 31. All known material transactions or events that have occurred affecting the firm's ownership,organization,and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: I,the undersigned,certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting,accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: I,the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three(3)calendar years for all State DOT and Local Agencies is$2,000,000 and the number of states in which the firm does business is one 1 Certification of Direct Costs: I,the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s)in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be: Page 1 of 2 LPP 15-01 January 14,2015 APPENDIX E 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 terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CFR,Chapter 1, Part 172—Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (if applicable) Proposed Contract Amount(or amount not to exceed if on-call contract): $ Prime Consultants(if applicable) Proposed Total Contract Amount(or amount not to exceed if on-call contract): $ TBD Prime, list all Subconsultants and proposed subcontract dollar amounts (attach additional page if necessary): TRC $ TBD Crawford & Bowen $ TBD Desi nlab252 $ TBD McPheeters&Associates $ TBD Kleinfelder $ TBD Consultant Certifying(Print Name and Title): Name: David Peters Title: President Consultant Certification Signature**: /k";///A 4,�) Date of Certification(mm/dd/yyyy): 2 It Consultant Contact Information: Email: dpeters2cpeters-enaineering com Phone number: (559)299-1544 **An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent,who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 U.S.C. 112(b)(2)(B),Subconsultants must comply with the FAR Cost Principles contained in 48 CFR,Part 31. 23 CFR Part 172.3 Definitions state:Consultant means the individual or ftrrrr providing engineering and design related services as a party to the contract. Therefore,subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies in Local Agency Project Files. Distribution: 1)Original to Caltrans Audits and investigations 2)Retained in Local Agency Project Files Page 2 of 2 LPP 15-01 January l4,2015 APPENDIX E Local Assistance Procedures Manual EXHIBIT 10-K Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note. If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA-OB 13-07-Safe Harbor Indirect Cost Rate for Consultant Contracts found at http://www.dot.ca.govlhq/LocalProgramsIDLA OB/DLA OB.htm in lieu of this form.) Certification of Final Indirect Costs: Consultant Firm Name: Crawford&Bowen Planning,Inc. Indirect Cost Rate: 110% * for fiscal period 1/1/2017 to 12/31/2017 *Fiscal period covered for Indirect Cost Rate developed(not the contract period). Local Government: Fresno County Contract Number: N/A Project Number: N/A I,the undersigned,certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief 1. All costs included in this proposal to establish final indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations(FAR)of Title 48, Code of Federal Regulations(CFR),Part 31. 2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR,Part 31. All known material transactions or events that have occurred affecting the firm's ownership,organization,and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: I,the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR,Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: 1,the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three(3)calendar years for all State DOT and Local Agencies is $ and the number of states in which the firm does business is Certification of Direct Costs: I,the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable,allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48,CFR, Part 31. Allowable direct costs to a Government contract shall be: Page 1 of 2 LPP 15-01 January 14,2015 APPENDIX E 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 terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CFR,Chapter 1,Part 172—Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants(if applicable) Proposed Contract Amount(or amount not to exceed if on-call contract): $ Prime Consultants(if applicable) Proposed Total Contract Amount(or amount not to exceed if on-call contract): $ Prime,list all subconsultants and proposed subcontract dollar amounts(attach additional page if necessary): Consultant Certifying(Print Name and Title): Name: Travis Crawford Title: President Consultant Certification Signature Date of Certification(mm/dd/yyyy): July 7,2017 Consultant Contact Information: Email: travis(acandbplanning.com Phone number: 559 840-4414 ext.2 **An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer,or equivalent,who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 U.S.C. 112(b)(2)(B),Subconsultants must comply with the FAR Cost Principles contained in 48 CFR Part 31. 23 CFR Part 172.3 Definitions state:Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore,subconsultants as parties ofa contract must complete a certification and send originals to A&I and keep copies in Local Agency Project Files. Distribution: 1)Original to Caltrans Audits and Investigations 2)Retained in Local Agency Project Files Page 2 of 2 LPP 15-01 January 14,2015 APPENDIX E CALTRANS QUESTIONNAIRE FOR SAFE HARBOR RATE Mised 9/13/13 Safe Harbor Rate Questionnaire for Evaluating Consultant's Financial Management System For Federal-Aid Highway Projects Consultant Name: D1252,Inc.dba Designlab 252 Headquarter Address: P.O.Box 27616 Fresno,CA 93729 Location of Accounting Records: 2530 Sample Ave.Clovis,CA 93611 Company contact for accounting system questions Name: Konni Jonse Title: Chief Operations Officer Phone Number: 559-999-7531 Email Address: knni@designlab252.com Mailing Address: P.O.Box 27616 Fresno,CA 93729 Purpose: This questionnaire is a tool for the Department of Transportation(Caltrans)to evaluate the adequacy of the Consultant's financial management system to accumulate and track direct labor and other direct costs by contract,segregate indirect costs, and remove unallowable costs. Instructions: 1. This questionnaire should be completed by personnel(e.g.accounting staff)with working knowledge of the Consultant(Company)'s financial management system. 2. Answer all questions and provide an explanation and additional supporting documentation where requested. 3. For"No"responses,provide an explanation. 4. If additional space is required,please attach a separate sheet and refer to items being answered by number. IMPORTANT!!! FAILURE TO PROPERLY COMPLETE THIS DOCUMENT MAY RESULT IN A DENIAL ON THE USE OF THE SAFE HARBOR RATE AND INABILITY TO PARTICIPATE ON THIS AGREEMENT. Definition of terms: Cost objective is an agreement/contract,function or organizational subdivision, or other work unit for which the costs of processes,products,jobs, or projects are accumulated and measured. An "intermediate cost objective"is a cost objective used to accumulate costs that are subsequently allocated to one or more indirect cost pools and/or final cost objectives. Direct cost is any cost that is identified specifically with a particular cost objective. Direct costs are not limited to items that are incorporated in the end products as material or labor. Costs identified specifically with a contract are direct costs of that contract. All costs identified with other final cost objectives of the contractor are direct costs of those objective. (Federal Acquisition Regulations(FAR)31.202) Indirect or overhead cost is any cost that is not directly identified with a single final cost objective, but is identified with two or more final cost objectives or with at least one intermediate cost objective. (FAR 31.203) Indirect cost pools are groupings of incurred costs identified with tow or more cost objectives but not identified specifically with any final cost objectives. (FAR 31.001) References: Title 49 Code of Federal Regulations(CFR) 18.20, Title 48 CFR 31, Title 48 CFR subpart 9900, and AASHTO Uniform Auditing&Accounting Guide(2012 Edition). 1 APPENDIX E CALTRANS QUESTIONNAIRE FOR SAFE HARBOR RATE RRvised 9/13/13 1. What form of business entity is the Company? ❑ Sole Proprietorship ❑Partnership ❑C Corporation X S Corporation ❑Other 2. What types of services does the Company provide?(e.g.consultant-Architectural and Engineering Design,etc.) Consultant-Landscape Architecture 3. Does the Company have prior government contracting experience? ❑ Yes x No If so,how many years of experience with government contracts? 4. What is the company's fiscal reporting period?(Start Date 1-Jan to December 31 Has the company used the same fiscal reporting period for the past two years? x Yes ❑No 5. What kind of accounting software does the Company use? ❑Internally-developed system ❑Commercial System:Name of vendor: Intuit Quickbooks Enterprise Ed.. ❑Hybrid system:Please explain 6. What basis of accounting does the Company use to prepare general purpose financial statements? x Cash Accrual ❑Hybrid Please explain"Hybrid" If response above is not"Accrual",are year end accrual adjustments made for compliance with generally accepted accounting principles? ❑ Yes x No We will do accrual adjustments at the end of each year for compliance with generally accepted accounting principles. If yes,please provide a listing of the accrual adjustments made. 7. Does the general ledger contain separate direct and indirect accounts for the following? a. Direct Labor costs(billable and separate non-billable accounts) Yes x No b. Non-labor costs(billable and separate non-billable accounts) Yes x No c. Unallowable costs Yes x No It will beginning with this contract Note:This will support that all direct costs are accounted for and traceable from the job cost ledger to the general ledger. If responses are"Yes"to items"a"through"c",please provide a copy of the Company's chart of accounts and identify account numbers/names(i.e.account series/grouping,categories)for the cost items listed below. a.Direct Labor b.Other Direct Cost(ODC) c.Indirect Labor d.Other Indirect Cost e.Unallowable Cost 8. Do you have written policies on identification of direct and indirect costs(labor and non-labor)? Yes x No If"Yes",please provide copies. We will be creating rent policy that is FAR complient. 9. Does the Company have a system in place to identify and remove from the indirect cost pools all unallowable costs, in accordance with 49 CFR Part 18.20,48 CFR Part 31 and applicable Cost Accounting Standards? x❑ No.Please explain. A ❑ Yes.If"yes",please provide written policies and procedures for identifying and removing unallowable costs from the indirect cost pool,and answer a and b below: a.How are appropriate personnel trained to distinguish between allowable and unallowable costs? 2 The Company has not had requirements for this type of accounting system. We are working with an accountant to be FAR complient. APPENDIX E CALTRANS QUESTIONNAIRE FOR SAFE HARBOR RATE Rilvised 9/13/13 b.When does the primary review for allowability occur at time the transaction is recorded or later? 10. Are contracts/projects assigned a unique identification/project number in your accounting system? x Yes ❑No If"Yes",please provide a complete list of current active contracts/projects with their respective identification number. Active Project List attached below. 11. Do the Company's timesheets include reporting codes for both direct and indirect hours? ❑ Yes x No If"Yes",do all employees,including managers and principles,record direct and indirect hours on their timesheets? ❑ Yes x No If"No",then please explain the method used to segregate direct and indirect labor hours. as above We have systems in place so these will be segregated in the future and have unique ID numbers. 12. Does the Company record all hours worked by all employees,including managers and principals,regardless of whether the employees are exempt from overtime pay or whether all direct labor hours are billed to specific contracts/projects? x No.If"No",please explain.: In the future all hours will be tracked in the new system. ❑Yes.If"Yes",which of the following methods does the Company use to account for uncompensated overtime-the hours worked without additional compensation in excess of an average of 40 hours per week by direct-charge employee who are exempt from the Fair Labor Standards Act? ❑Effective Rate Method.Please explain: ❑ Salary Variance Method.Please explain.(e.g.,What was the total dollar amount of the salary/payroll variance for the year?):$ ❑Other.Please explain: 13. Is indirect and direct labor separated by contract/project/cost objectives on employee timesheets? ❑ Yes x No doing it in the future. If"Yes",please provide a copy of an approved timesheet that shows indirect and direct labor separated by contract/project/ cost objectives. 14. How does the Company segregate work performed under a basic agreement/contract from work performed for contract changes/modifications? under a separate account 15. Besides labor,what other costs does the Company normally bill/invoice as direct contract/project costs? _Outside vendor printing,Computer and Software at CT offices only,vehicle expense,Overnight Mail Service, Courier Service,Travel Expense,Office supplies when assigned to CT Offices. Does your response include a complete list of all items you intend to bill/invoice Caltrans for? x Yes No If"No",please provide a listing of all those ODC items to be charged to the contract/project with Caltrans. 16. Is your financial management system capable of accumulating and summarizing costs including direct and indirect, (including labor),unallowable,and ODCs by contract/project? x Yes No It is capable,but not set-up at this time. If"Yes",please provide a sample report from a currently active contract/project showing the accumulation and summarization of direct labor and ODCs by contract/project if applicable. 17. Do you have the ability to accumulate and summarize all contract/project costs even if they can not be billed directly? (i.e.non-reimbursable project costs) x Yes ❑No 18. Describe the accounting treatment for direct costs not billable to clients.(Where/how are these costs recorded?) unbillable direct costs will be posted toa specific account for accounting and analysis of OR 3 APPENDIX E CALTRANS QUESTIONNAIRE FOR SAFE HARBOR RATE RRvised 9/13/13 19. Does the Company reconcile the financial accounting system to the job-cost system? N/A(no job-cost ledger used) x No.Please explain. will be doing it in the future. ❑Yes.If"Yes",how often?(Check all that applies.) ❑ Monthly ❑Quarterly ❑ Semiannually ❑ Annually 20. As an attachment please describe(narrative or flow chart)your process for approving,recording,and invoicing contract/project costs that meet applicable federal and State rules and regulations. labor hours are tracked on-line and imported into Quickbooks,monthly audits are performed and invoices are created. I certify that to the best of my knowledge and belief the responses to this questionnaire are accurate. Scott Mears Print Name President 06/30/17 Signature Title Date Completed 4 APPENDIX E Designlab 252 Acitve Project List Status Account# Client Project Name A 08-06-003a Peter's Engineering Bardsley Ave A 10-08-001a Y and H T6025 Ph1 A 10-08-001b Y and H T6086(T6025 PH2) A 11-05-003A MTCo Vets GS A 11-05-003B MTCo Vets IC A 11-05-003C MTCo Vets EXT A 12-05-003 MTCo Rte 58 Rosedale A 12-07-003 TRC Branciforte Creek Bridge A 12-12-001 Y and H Stanislaus Ave#2 A 12-12-003 TRC Alamitos Road Mitigation A 13-01-001a PBWS RAID Fresno A 13-01-001b PBWS RAID Orange Cove A 13-01-001c PBWS RAID Mendota A 13-01-002 Peter's Engineering Fowler—Merced St Roundabout A 13-01-003 P and P SJRT Reach 1 A 13-02-002 Y and H Rte 180 Sanger A 13-03-003 TRC Plaza Landscape A 13-03-007A Y and H T6034 Ph 1 and 2 A 13-03-007B Y and H T6034 Ph3 A 13-04-002 Fresno COG Courthouse Park A 13-07-003 Evergreen Communities T5383 Royal Woods A 13-11-001 Y and H Sanger Faller Park A 13-11-002 Y and H Sanger Fed Trails A 14-01-001 TRC Murray Bridge A 14-01-002 Y and H Sanger Skate Park A 14-01-004 MTCo TOMF A 14-02-001 Y and H T6058 A 14-03-002 Peter's Engineering Tulare Fed Xing A 14-05-001 City of Fresno Sommerville Drive A 14-06-001 Y and H T6036 A 14-06-002 Peter's Engineering Reed Avenue A 14-06-003 P and P CRMC Courtyard A 14-06-004 P& P Los Banos-On Call A 14-07-002 Y and H Annadale Ave A 14-08-004 Y and H Lynch Residence A 14-10-002 City of Reed ley Reedley Rails to Trails A 14-10-003 PEG Herndon Avenue A 14-11-001 Tulare Fire Station A 14-11-002 Chafee zoo Chaffee Zoo Tiger Exhibit A 14-11-004 Childrens Hospital A 14-12-001 Y&H Kerman SMLP A 15-01-002 TRC Veterans Trail A 15-01-005 Y&H Wathan Tract 5176 APPENDIX E SAFE HARBOR RATE CONSULTANT CERTIFICATION OF ELIGIBILITY;AND CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM FOR FEDERAL-AID HIGHWAY PROJECTS Consultant Firm Name: DL252, Inc. dba Designlab 252 Local Agency(if applicable): Fresno County Contract#(if applicable): Federal Project#: Contract Total: $ For Subconsultants -estimated% of work to be performed: % Safe Harbor Rate(Indirect Cost Rate): 110% Certification of Eligibility: I,the undersigned, certify that I am eligible to use the safe harbor indirect cost rate as I: 1. Do not have relevant contract cost history to use as a base for developing a Federal Acquisition Regulations(FAR)of Title 48, Code of Federal Regulations(CFR),Part 31 compliant indirect cost rate(ICR). OR 2. Do not have a previously accepted ICR by a cognizant agency, or with an audited/accepted actual ICR, and do not have an existing contract with a provisional rate. Certification of Contract Costs: I,the undersigned, certify that I have reviewed the proposal for the above contract and to the best of my knowledge and belief- 1. All costs included in this proposal are allowable in accordance with the Safe Harbor Rate requirements and cost principles of the FAR of 48 CFR Part 31. 2. This proposal does not include any costs which are expressly unallowable with the Safe Harbor Rate requirements and cost principles of the FAR of 48 CFR Part 31. 3. All direct costs(direct labor/billing rates and other direct costs)included in this proposal are reasonable, allowable, and allocable to the contract in accordance with the Safe Harbor Rate requirements and cost principles of the FAR of 48 CFR Part 31. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files for 3 years after final voucher of federal reimbursement. Certification of Financial Management System: I,the undersigned, certify that our financial management system in place for this contract and moving forward meets the standards for the Safe Harbor Rate requirements and financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, Revised 12/13/13 APPENDIX E CFR,Part 18.20. These standards require consulting firms have an accounting system adequate to accumulate, and track allowable, allocable, and reasonable direct labor and other direct costs by contract; segregate indirect costs, and remove unallowable costs. n * Consultant Certification Signature: !�4 Consultant Certifying(Print): Scott Mears Name: Scott Mears Title: President Consultant Contact Information: Email: scott@designlab252.com Phone: 559-999-4397 (m) Business Mailing Address: P.O. Box 27616 Fresno, CA 93729 Date of Certification: 06/30/17 *An executive or financial officer of the contractor's organization who has authority to represent the financial information utilized to establish the proposal submitted in conjunction with the contract. ALSO REQUIRED Attach a copy of your completed: Safe Harbor Rate Questionnaire for Evaluating Consultant's Financial Management System Distribution: 1)Original to Caltrans A&I 2)DPAC Contract Files or Local Agency Files 3)Department(Caltrans)Project Files(if applicable) Revised 12/13/13 APPENDIX E Local Assistance Procedures Manual EXHIBIT 10-K Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to utilize floe Safe Harbor Indirect Cost Rate submit Attachment I of DLA-OB I3-07-Safe Harbor Indirect Cost Rate for Consultant Contracts found at loop.11www.dot cagov/Ioq/LocalPrograms/DLA_OB/DLA_OB.hrm in lieu ofthisform.) Certification of Final Indirect Costs: Consultant Firm Name: Kleinfelder, Inc. Indirect Cost Rate: 17 4 .4 6% *for fiscal period April 1, 2015 - March 31, 2 016 *Fiscal period covered for Indirect Cost Rate developed(not the contract period). Local Government: County of Fresno Contract Number: TBD Project Number: NIA I,the undersigned,certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations(FAR)of Title 48, Code of Federal Regulations(CFR), Part 31. 2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR,Part 31. All known material transactions or events that have occurred affecting the firm's ownership,organization,and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: 1,the undersigned,certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting,accounting records, internal and budget control as set forth in the FAR of Title 49,CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: I,the undersigned,certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three(3)calendar years for all State DOT and Local Agencies is S 5, 000, 000 . 00 and the number of states in which the firm does business is 50 Certification of Direct Costs: I,the undersigned,certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s)in this contract are reasonable,allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48,CFR,Part 31. Allowable direct costs to a Government contract shall be: Page l of 2 LPP 15-01 January 14,2015 APPENDIX E 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 terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CFR,Chapter 1, Part 172—Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants(if applicable) Proposed Contract Amount(or amount not to exceed if on-call contract): $ TBD Prime Consultants(if applicable) Proposed Total Contract Amount(or amount not to exceed if on-call contract): $ Prime, list all subconsultants and proposed subcontract dollar amounts(attach additional page if necessary): Consultant Certifying(Print Name and Title): Name: Mark W. Connelly Title: Vice President Consultant Certification Signature Date of Certification(mm/dd/yyyy): June 30, 2017 Consultant Contact Information: Email: mconnelly@kleinfelder.com Phone number: 209 . 948 . 1345 **An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent,who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note. Per 23 U.S.C. 112(b)(2)(B),Stibconsititants must comply ivith the FAR Cost Principles contained in 48 CFR,Part 3l. 23 CFR Part 172.3 Definitions state:Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore,subconsultants as parties ofa contract must complete a certification and send originals to A&/and keep copies in Local Agency Project Files. Distribution: 1)Original to Caltrans Audits and Investigations 2)Retained in Local Agency Project Files Page 2 of 2 LPP 15-01 January 14,2015 APPENDIX E Local Assistance Procedures Manual EXHIBIT 10-K Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment I of DLA-OB 13-07-Safe Harbor Indirect Cost Rate for Consultant Contracts found at http.11www.dot.ca.gov/hq/Loca1Programs/DLA OB/DLA OB.him in lieu of thisform.) Certification of Final Indirect Costs: Consultant Firm Name: TRC Engineers, Inc. Indirect Cost Rate: 160.02% * for fiscal period 07/01/2015-06/30/2016 *Fiscal period covered for Indirect Cost Rate developed(not the contract period). Local Government: County of Fresno-Department of Public Works Contract Number: TBD Project Number: TBD 1,the undersigned,certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief 1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations(FAR)of Title 48, Code of Federal Regulations(CFR), Part 31. 2. This proposal does not include.any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31. All known material transactions or events that have occurred affecting the firm's ownership,organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: I,the undersigned,certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting,accounting records, internal and budget control as set forth in the FAR of Title 49,CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: I,the undersigned,certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three(3)calendar years for all State DOT and Local Agencies is$22,450,207.00 and the number of states in which the firm does business is 36 Certification of Direct Costs: I,the undersigned,certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be: Page 1 of 2 LPP 15-01 January 14,2015 APPENDIX E 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 terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CFR,Chapter 1, Part 172—Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants(if applicable) Proposed Contract Amount(or amount not to exceed if on-call contract): $ Prime Consultants(if applicable) Proposed Total Contract Amount(or amount not to exceed if on-call contract): $ Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary): Consultant Certifying(Print Name and Title): Name: Mark Imbriani,P.E. Title: Vice President Consultant Certification Signature **: Date of Certification(mm/dd/yyyy): 06/30/2017 Consultant Contact Information: Email: mimbriani@tresolutions.com Phone number: (916)366-0632 **An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 U.S.C. 112(b)(2)(B),Subconsultants must comply with the FAR Cost Principles contained in 48 CFR,Part 31. 23 CFR Part 172.3 Definitions state:Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore,Subconsultants as parties of a contract must complete a certification and send originals to A&!and keep copies in Local Agency Project Files. Distribution: 1)Original to Caltrans Audits and Investigations 2)Retained in Local Agency Project Files Page 2 of 2 LPP 15-01 January 14,2015 Local Assistance Procedures Manual APPENDIX E EXHIBIT 10-K Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA-OB 13-07-Safe Harbor Indirect Cost Rate for Consultant Contracts found at http://www.dot.ca.gov/hq/Loca1Programs/DLA OB/DLA OB.htm in lieu of this form.) Certification of Final Indirect Costs: Consultant Firm Name: McPheeters&Associates Indirect Cost Rate: 137.69% * for fiscal period 2016 *Fiscal period covered for Indirect Cost Rate developed(not the contract period). Local Government: County of Fresno Contract Number: Project Number: I,the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations(FAR)of Title 48, Code of Federal Regulations (CFR),Part 31. 2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31. All known material transactions or events that have occurred affecting the firm's ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Manaeement System: 1,the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: 1,the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three(3)calendar years for all State DOT and Local Agencies is $ 1,750,000.00 and the number of states in which the firm does business is 1 Certification of Direct Costs: I,the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be: Page 1 of 2 LPP 15-01 January 14,2015 Local Assistance Procedures Manual APPENDIX E EXHIBIT 10-K Consultant Certification of Contract Costs and Financial Management System 1. Compliant with Generally Accepted Accounting Principles(GAAP)and standards promulgated by the Cost Accounting Standards Board(when applicable). 2. Compliant with the terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CFR,Chapter 1,Part 172—Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants(if applicable) Proposed Contract Amount(or amount not to exceed if on-call contract): $ 1 O �, f� —FETE�2 I t�i E� Prime Consultants(if applicable) Proposed Total Contract Amount(or amount not to exceed if on-call contract): $ Prime, list all subconsultants and proposed subcontract dollar amounts(attach additional page if necessary): Consultant Certifying(Print Name and Title): Name: Katrina M.Olsen Title: President Consultant Certificatio lgnatu Date of Certification(mnV4d Zyyyy)j: 07/05/2017 Consultant Contact Information: Email: kolsen@mcpheeters.com Phone number: (559)299-9098 **An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer,or equivalent,who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 U.S.C. 112(b)(2)(B),Subconsultants must comply with the FAR Cost Principles contained in 48 CFR,Part 31. 23 CFR Part 172.3 Definitions state:Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore,subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies in Local Agency Project Files. Distribution: 1)Original to Caltrans Audits and Investigations 2)Retained in Local Agency Project Files Page 2 of 2 LPP 15-01 January 14,2015 APPENDIX F Fiscal Year 2017/2018 California Department of Transportation Debarment and Suspension Certification As required by U.S. DOT regulations on governmenharide Debarment and Suspension (Nonprocurement), 49 CFR 29.100: 1) The Applicant certifies, to the best of its knowledge and belief, that it and its contractors, subcontractors and subrecipients: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b) Have not, within the three (3) year period preceding this certification, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) transaction or contract under a public transaction, violation of Federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, state, or local) with commission of any of the offenses listed in subparagraph (1)(b) of this certification; and d) Have not, within the three (3) year period preceding this certification, had one or more public transactions (Federal, state, and local) terminated for cause or default. 2) The Applicant also certifies that, if Applicant later becomes aware of any information contradicting the statements of paragraph (1) above, it will promptly provide that information to the State. 3) if the Applicant is unable to certify to all statements in paragraphs (1) and (2) of this certification, through those means available to Applicant, including the General Services Administration's Excluded Parties List System (EPLS),Applicant shall indicate so in its applications, or in the transmittal letter or message accompanying its annual certifications and assurances, and will provide a written explanation to the State. February 2017 APPENDIX F DEPARTMENT OF TRANSPORTATION DEBARMENT AND SUSPENSION CERTIFICATION FISCAL YEAR 2017/2018 SIGNATURE PAGE In signing this document, I declare under penalties of perjury that the foregoing certifications and assurances, and any other statements made by me on behalf of the Applicant are true and correct. Signature Date Printed Name As the undersigned Attorney for the above named Applicant, I hereby affirm to the Applicant that it has the authority under state and local law to make and comply with the certifications and assurances as indicated on the foregoing pages. I further affirm that, in my opinion, these certifications and assurances have been legally made and constitute legal and binding obligations of the Applicant. I further affirm to the Applicant that, to the best of my knowledge, there is no legislation or litigation pending or imminent that might adversely affect the validity of these certifications and assurances or of the performance of the described project. AFFIRMATION OF APPLICANT'S ATTORNEY For (Name of Applicant) Signature Date Printed Name of Applicant's Attorney February 2017 APPENDIX G Resolution No. 07-525 1 BEFORE THE BOARD OF SUPERVISORS 2 OF THE COUNTY OF FRESNO 3 STATE OF CALIFORNIA 4 No. 5 In the matter of ) 6 Amendment of Standard Conflict of ) Interest Code for All County ) 7 Departments ) 8 9 Whereas, the Political Reform Act, Government Code section 81000 et seq., 10 requires state and local government agencies to adopt and promulgate conflict of interest 11 codes; and 12 Whereas, the Fair Political Practices Commission has adopted a regulation, Title 13 2 California Code of Regulations, section 18730, which contains the terms of a standard 14 conflict of interest code, and which may be amended by the Fair Political Practices 15 Commission after public notices and hearings to conform to amendments to the Political 16 Reform Act; and 17 Whereas, any local agency may incorporate this standard conflict of interest code, 18 and thereafter need not amend its code to conform to future amendments to the Political 19 Reform Act or its regulations; and 20 Whereas, the Board of Supervisors may adopt the standard conflict of interest 21 code on behalf of all County departments. 22 Now therefore be it resolved, that the terms of Title 2, California Code of 23 Regulations, section 18730, and any amendments to it duly adopted by the Fair Political 24 Practices Commission, are hereby incorporated by reference and, along with the Exhibits A 25 and B approved previously, today, or in the future, by this Board for each County 26 department, in which officers and employees are designated and disclosure categories are 27 set forth, constitute the conflict of interest codes of each County department. 28 COUNTY OF FRESNO Fresno,Catltorrda 1 APPENDIX G Conflict of interest forms shall be filed as follows: 2 1. As required by Government Code section 87500, subdivision(e),the County 3 Administrative Officer, District Attorney, County Counsel, and Auditor-Controller/Treasurer- 4 Tax Collector shall file one original of their statements with the County Clerk,who shall make 5 and retain a copy and forward the original to the Fair Political Practices Commission,which 6 shall be the filing officer. 7 2. As required by Government Code section 87500, subdivision 0), all other 8 department heads shall file one original of their statements with their departments. The filing 9 officer of each department shall make and retain a copy and forward the original to the Clerk 10 to the Board of Supervisors, who shall be the filing officer. 11 3. All other designated employees shall file one original of their statements 12 with their departments. 13 Adopted at a regular meeting of the Board of Supervisors, held on the 2nd day of 14 October, 2007, by the following vote, to wit: 15 Ayes: Supervisors Larson, Perea, Anderson, Case and Waterston 16 Noes: None i 17 Absent: None 18 19 20 Chairman, Board of Supervisors 21 22 Attest: 23 24 (1p� 25 Clerk ��++ 26 I 27 f I 28 1 COUNTY OF FRESNO Fresno.Call(ornia 2 County of Fresno Fresno.California APPENDIX G CERTIFICATE OF DELIVERY OF DOCUMENT am employed by the County of Fresno as a Deputy Clerk of the Board of Supervisors. On October 2, 2007 1 delivered a copy of Resolution No. 07-525 to the Chairperson of the Fresno County Board of Supervisors. Gael Storm, Deputy Clerk i APPENDIX G EXHIBIT "A" PUBLIC WORKS AND PLANNING Classification Category Accountant I / II 2 Architect 1 Assistant Real Property Agent 1 Associate Real Property Agent 1 Building Inspector I / II 1 Building Plans Engineer 1 Capital Projects Division Manager 1 Chief Building Inspector 1 Chief of Field Surveys 1 Community Development Manager 1 Consultant Deputy Director of Planning 1 Deputy Director of Public Works 1 Development Services Manager 1 Director of Public Works and Planning 1 Disposal Site Supervisor 2 Engineer I / II / III 1 Field Survey Supervisor 3 Housing Rehabilitation Specialist I / II 1 Information Technology Analyst I / II / III / IV 2 Planner I / 11 / III 1 Principal Accountant 1 Principal Engineer 1 Principal Planner 1 Principal Staff Analyst 1 Public Works and Planning Business Manager 1 Public Works Division Engineer 1 Resources Manager 1 Road Maintenance Supervisor 2, 3 Road Superintendent 1 Senior Accountant 2 Senior Economic Development Analyst 1 Senior Engineer 1 Senior Engineering Technician 2 Senior Geologist 1 Senior Information Technology Analyst 2 Senior Planner 1 APPENDIX G Classification Category Senior Staff Analyst 1 Senior Systems and Procedures Analyst 2 Staff Analyst I / II / 111 1 Supervising Accountant 2, 3 Supervising Building Inspector 1 Supervising Engineer 1 Supervising Water/Wastewater Specialist 2, 3 Systems and Procedures Analyst I / II / III 2 Systems and Procedures Manager 2 Traffic Maintenance Supervisor 2 Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in the code subject to the following limitation: The Director of Public Works and Planning may determine in writing that a particular consultant, although a "designated position", is hired to perform a range of duties that is limited in scope and thus is not required to fully comply with the disclosure requirements in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Director of Public Works and Planning's determination is a public record and shall be retained for public inspection in the same manner and location as this conflict of interest code. APPENDIX G EXHIBIT "B" PUBLIC WORKS AND PLANNING 1. Persons in this category shall disclose all reportable investments, interests in real property, sources of income (including gifts), and business positions. Financial interests (other than gifts) are reportable only if located within or subject to the jurisdiction of Fresno County, or if the business entity is doing business or planning to do business in the jurisdiction, or has done business within the jurisdiction at any time during the two years prior to the filing of the statement. Real property shall be deemed to be within the jurisdiction of the County if the property or any part of it is located within or not more than two miles outside the boundaries of the County (including its incorporated cities) or within two miles of any land owned or used by the County. 2. Persons in this category shall disclose all reportable investments in, income from (including gifts), and business positions with any business entity which, within the last two years, has contracted or in the future foreseeably may contract with Fresno County through its Public Works and Planning Department, Solid Waste Commissions within the jurisdiction, or to any other joint powers agency which Fresno County is a member to provide services, supplies, materials, machinery, or equipment to the County. 3. Persons in this category shall disclose all interests in real property within the jurisdiction of Fresno County. Real Property shall be deemed to be within the jurisdiction if the property or any part of it is located within or not more than two miles outside the boundaries of Fresno County (including its incorporated cities) or within two miles of any land owned or used by the County. APPENDIX H Local Assistance Procedures Manual EXHIBIT 10-P Nonlobbying Certification for Federal-aid Contracts EXHIBIT 10-P NONLOBBYING CERTIFICATION FOR FEDERAL-AID CONTRACTS The prospective participant certifies by signing and submitting this proposal/bid to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the malting of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract,grant, loan, or cooperative agreement. (2) If any fiends other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his/her proposal/bid that lie/she shall require that the language of this certification be included in all lower-tier subcontracts which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Pagel of 1 LPP 13-01 May 8,2013 APPENDIX H Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract ❑ a. bid/offer/application ❑ a. initial . grant b. initial award b. material change C. operative agreement c. post-award d. lo- For Material Change Only: e. loan iarantee year quarter f. loan ins ance date of last rep rt 4. Name an lddress of Reporting Entity 5. [f Reporting Entity in No.4 is Su wardee, Enter Name and Address of Pr* e: Prime ❑ Subawardee Tier if known Congressional Distric if known Congressional Distric if known 6. Federal Department/Ag cy: 7. Federal Program i'.tme/Description: CFDA Numb ,ifapplicable 8. Federal Action Number,ifknow 9. Award A unt,if known: 10. Name and Address of Lobby Entity 11. lndiv' uals Performing Services (including (If individual,last name,first name,) ad ess if different from No. 10a) st name, first name,MI) Z. (attach Continua it She s)if necessary) 12. Amount of Payment(check all that apply) 14. Type of Payment(check all that apply) co S actual ❑ planned a. retainer b. one-time fee 13. For of Payment(check all that apply): C. commission Ea. cash d. contingent fee b. in-kind;specify:nature e delbrred Valu f. ether,specify 15. Brief Description of Services P formed or to be performed and Date of Service,including olFicer(s),employee(s),or in ber(s)contacted,for Payment Indicated t Item 11: (attach Continuation Sheet(s)if necessary) 16. Continuation Sheet attached: Yes ❑ No ❑ 17.Information requested t ough this Form is authorized by Title 31 U.S.C.Section 13- . This disclosure of lobbying reliance Signature: was placed by the f r above when his transaction was made or entered into. Th' disclosure is required pursuant to 31 U.S.C. Print Name: 1352. This in*nnation will be reported to Congress semiannual] and will be available for public inspection. Any person w• fails to file the required disclosure shall be subject Title: to a civ' penalty of not less than$10,000 and not more than $100 00 for each such failure. Telephone No.: Date: Authorized 1'or Local Reproduction ederal Use Only: Standard Form-LLL Standard Form LLL Rev.04-28-06 Distribution: Orig-Local Agency Project Files Page 1 LPP 13-01 May 8,2013 APPENDIX H Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities INSTRUCTIONS FOR COMPLETING EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient at the initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C.Section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency,a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered federal action for which lobbying activity is or has been secured to influence,the outcome of a covered federal action. 2. Identify the status of the covered federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported,enter the year and quarter in which the change occurred. Enter the date of the last,previously submitted report by this reporting entity for this covered federal action. 4. Enter the full name,address,city,state,and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee,e.g.,the first subawardee of the prime is the first tier. Subawards include but are not limited to: subcontracts,sub.-rants,and contract awards under grants. 5. If the organization tiling 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 Stales Coast Guard. 7. Enter the federal program name or description for the covered federal action(item 1). If known,enter the hill 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 frill names of the individual(s)performing services and include frill address if different from 10(a). Enter Last Name, First Name and Middle Initial(MI). 12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity(Item 4)to the lobbying entity (Item I0). Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is a material change report,enter the cumulative amount of payment made or planned to be made. 13. Check all boxes that apply. If payment is made through an in-kind contribution,specify the nature and value of the in-kind payment. 14. Check all boxes that apply. If other,specify nature. 15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s)of any services rendered. Include all preparatory and related activity,not just time spent in actual contact with federal officials. Identify the federal officer(s)or employee(s)contacted or the officer(s)employee(s)or Member(s)of Congress that were contacted. 16. Check whether or not a continuation sheet(s)is attached. 17. The certifying official shall sign and date the form,and print his/her name title and telephone number. Public reporting burden for this collection of information is estimated to average 30-minutes per response,including time for reviewing instruction.searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046).Washington,D.C.20503. SF- LLL-Instructions Rev.06-04 Page 2 LPP 13-01 May 8,2013 APPENDIX I SELF-DEALING TRANSACTION DISCLOSURE FORM \Compan, oard Member Information: Date: gency Name and Address: (3) Disclosure (Please describe th nature of the self-defiling transaction you are a party to) (4) Explain why this self-dealin ransaction is consistent with the requirements of Corporations Code 5233 ) Z' (5) Authorized Signature Signature: Date: j ti APPENDIX I SELF-DEALING TRANSACTION DISCLOSURE FORM INSTRUCTIONS In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing the disclosure form. (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Codes. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).