COUNTY OF SAN DIEGO - REQUEST FOR STATEMENT ... - California · PDF filecounty of san diego...

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April 21, 2017

COUNTY OF SAN DIEGO - REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ 7776)

DEPARTMENT OF PUBLIC WORK

AS-NEEDED ENGINEERING SERVICES FOR FEDERAL HIGHWAY ADMINISTRATION

(FHWA) FUNDED PROJECTS

The County of San Diego is seeking Statements of Qualifications (SOQ) from qualified firms to provide As-Needed

Engineering Services for Federal Highway Administration (FHWA) funded projects in the County of San Diego, as

described in Exhibit A. A list of pre-qualified firms will be established by the County. It is anticipated that a minimum

of four (4) firms will be short listed.

The County may award up to two (2) contracts to the highest ranked firms. The contract will be for an initial period of

three (3) years, and two (2) one-year County option renewal periods, at a contract value not to exceed $1,000,000 each

year, for a total amount not to exceed $5,000,000.00. Specific work will be assigned via task orders. The Consultant

and County will negotiate the scope and fees for each task order on a project-by-project basis using the negotiated

hourly billing rates specified in the Agreement. Actual execution of task orders will be at the sole discretion of the

County. A Disadvantaged Business Enterprise (DBE) participation goal of 16% has been established for this contract.

Meeting the DBE participation goal or submittal of a satisfactory Good Faith Effort (GFE) is mandatory for contract

award.

This RFSQ package includes:

This Cover Letter to the RFSQ 7776

Section A

Statement of Qualifications Cover Page (PC 600 Form)

Representations and Certifications Form

Nondisclosure Indemnification Agreement

Section B

RFSQ Terms and Conditions

Evaluation Criteria

Submittal Requirements & Evaluation Criteria

Statement of Qualifications Questionnaire

DBE Forms/Information

Section C – Contract Template, which includes drafts of the following:

Exhibit A - Statement of Work

Exhibit A - Attachment 1 - Task Order Process

Exhibit A - Attachment 2 - Sample Task Order Form

Exhibit B - Insurance and Bonding Requirements

Exhibit C - Pricing Schedule (Final to be inserted at time of Award)

Exhibit C - Attachment 1 – Consultant Billing Guidelines

Exhibit D – FHWA Contract Provisions

JOHN M. PELLEGRINO DIRECTOR

DEPARTMENT OF PURCHASING AND CONTRACTING

5560 OVERLAND AVENUE, SUITE 270, SAN DIEGO, CALIFORNIA 92123-1204

Phone (858) 505-6367 Fax (858) 715-6452

ALLEN R. HUNSBERGER ASSISTANT DIRECTOR

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RFSQ DUE DATE

The original completed submittal and six (6) copies including a CD/DVD of the SOQ shall be delivered to County of

San Diego Department of Purchasing and Contracting, 5560 Overland Ave, Suite 270, San Diego, CA 92123 in an

envelope or package clearly marked on the exterior with “RFSQ 7776” and the name and address of the firm prior to

4:00 PM local time on Friday, May 19, 2017.

Late submittals will not be considered.

Questions

Questions and requests for clarification related to definition or interpretation of this RFSQ shall be submitted in

writing prior to 4:00 p.m. on Friday, May 12, 2017. Questions and requests for clarification must be received in

sufficient time to allow an addendum to the RFSQ to be issued for this RFSQ prior to the due date for receipt of the

submittals. No questions will be accepted via telephone and oral explanations or instructions shall not be considered

binding on behalf of the County. An addendum will be issued in response to questions, which will only be available

by downloading from BuyNet.

Questions MUST be submitted in writing via e-mail to:

Department of Purchasing and Contracting

Cynthia Lerma, Procurement Contracting Officer

[email protected]

This solicitation is available for download from the County’s Buynet site at https://buynet.sdcounty.ca.gov. If you

are unable to download this document, you may contact Clerical Support at (858) 505-6367.

mailto:[email protected]

https://buynet.sdcounty.ca.gov/

COUNTY OF SAN DIEGO – REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ 7776)

DEPARTMENT OF PUBLIC WORKS



SECTION A – PC 600 FORM

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COVER PAGE

SUBMITTAL INFORMATION

Submit this Completed Form as the Cover Page of Your Statement of Qualifications

SOQ DUE DATE: MAY 19, 2017 and 4:00 PM LOCAL TIME Submit through mail or deliver in a separate sealed envelope

or package marked on the outside with “RFSQ 7776 As-

Needed Engineering Services for FHWA Funded Projects”

and the Firm’s Name and Address to:

County of San Diego, Department of Purchasing and Contracting

5560 Overland Ave, Suite 270

San Diego, CA 92123

For information, please contact:

Cynthia Lerma, Procurement Contracting Officer

[email protected]

DESCRIPTION

The County of San Diego is seeking Statements of Qualifications (SOQ) from qualified firms to provide As-Needed Engineering Services

for Federal Highway Administration (FHWA) Funded Project in the County of San Diego, as described in Exhibit A. A list of Pre-

Qualified firms will be established by the County. It is anticipated that a minimum of four (4) firms will be short listed.

The County anticipates to award two (2) contracts to the highest ranked firms. The contract will be for an initial period of three (3) years,

and two (2) one-year County option renewal periods, at a contract value not to exceed $1,000,000 each year, for a total amount not to

exceed $5,000,000.00. Specific work will be assigned via task orders. The Consultant and County will negotiate the scope and fees for

each task order on a project-by-project basis using the negotiated hourly billing rates specified in the Agreement. Actual execution of task

orders will be at the sole discretion of the County. A Disadvantaged Business Enterprise (DBE) participation goal of 16% has been

established for this contract. Meeting the DBE participation goal or submittal of a satisfactory Good Faith Effort (GFE) is mandatory for

contract award.

TO BE COMPLETED BY OFFEROR

OFFEROR INFORMATION (Type or Print) NAME, TITLE & CONTACT NUMBER OF PERSON

AUTHORIZED TO SIGN OFFER (Type or Print)

Offeror Company/Organization Name Authorized Representative Name

Offeror Address Authorized Representative Title

Offeror City, State, Zip Authorized Representative Email Address

( )

( )

Offeror Telephone Number Authorized Representative Telephone Number

Offeror Website Address

( )

Offeror Fax Number

SIGNATURE

I certify that I am authorized to execute and submit this SOQ and that all information in the Offeror’s submission is true,

correct, and in compliance with the terms of this RFSQ. Offeror understands that it is its responsibility to periodically check

BuyNet for addenda that may be issued to implement changes or clarifications to the RFSQ prior to the due date.

Authorized Representative Signature Date

PC 600 Form (PC-600s) Rev. 05-06-2015

mailto:[email protected]





SECTION A – REPRESENTATIONS AND CERTIFICATIONS

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SECTION A – NONDISCLOSURE INDEMNIFICATION AGREEMENT

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IF OFFEROR SUBMITS EXHIBIT CONFIDENTIAL/PROPRIETARY, THE FOLLOWING NONDISCLOSURE

INDEMNIFICATION AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED WITH THE OFFER

This indemnification agreement (“Agreement”) is made and entered into by and between the County of San Diego

(“County”) and Offeror Company/Organization Name: (“Offeror”) with reference to the following facts:

WHEREAS the County may receive a request for disclosure of Offeror’s submission under the California Public Records

Act, Government Code Section 6250, et seq.; and

WHEREAS, Offeror has included in its submission an exhibit entitled “EXHIBIT – CONFIDENTIAL/PROPRIETARY”

containing records that Offeror has determined to constitute trade secrets or other proprietary information exempt from

disclosure under the California Public Records Act; and

WHEREAS the County requires defense and indemnity from Offeror for the County’s ongoing non-disclosure of

Offeror’s EXHIBIT-CONFIDENTIAL/PROPRIETARY;

NOW, THEREFORE, for good and valuable consideration and the mutual promises contained herein, the parties agree to

the following:

1. The above recitals are incorporated herein by this reference.

2. Except as otherwise provided herein, the County will not release Offeror’s EXHIBIT-

CONFIDENTIAL/PROPRIETARY based on Offeror’s representation that the records contained therein are

proprietary and exempt from disclosure under the California Public Records Act and/or are trade secrets as that

term is defined in Government Code Section 6250, et seq. Notwithstanding the foregoing, however, the County

may release Offeror’s EXHIBIT-CONFIDENTIAL/PROPRIETARY in the event of any of the following:

a. Offeror fails to comply with the terms and conditions of this Agreement; or

b. Offeror provides the County with written notice that some or all of the records may be released; or

c. A court of competent jurisdiction orders the County to release the records and the County has exhausted or

waived its appeal rights.

3. To the fullest extent allowed by law, the County shall not be liable for, and Offeror shall defend and indemnify

County and its Board of Supervisors, officers, directors, employees and agents of County (collectively “County

Parties”), against any and all claims, demands, liability, judgments, awards, fines, mechanics' liens or other liens,

labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys’ fees

(whether incurred by County attorneys or attorneys employed by County) and court costs (hereinafter collectively

referred to as “Claims”), related to Offeror’s EXHIBIT-CONFIDENTIAL/PROPRIETARY.

4. Offeror waives any and all claims in law or equity and hereby releases the County Parties from any and all claims,

deductibles, self-insured retentions, demands, liability, judgments, awards, fines, mechanics’ liens or other liens,

labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys’ fees and

court costs, which arise out of or are in any way connected to Offeror’s EXHIBIT-

CONFIDENTIAL/PROPRIETARY.

TO BE COMPLETED BY AN AUTHORIZED REPRESENTATIVE OF THE OFFEROR

Offeror Company/Organization Name:

Authorized Representative Name:

Authorized Representative Title:

Signature: Date:





SECTION B – RFSQ TERMS AND CONDITIONS

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1 RFSQ PROCESS

1.1 RFSQs shall normally be made available on the County of San Diego’s BuyNet site. Firms may

request a hard copy from Purchasing and Contracting Clerical Section.

1.2 Diligence Material, if provided, is subject to the following disclaimer: Neither the County nor any of

its agents, advisors, or representatives has made or makes any representation or warranty, express or

implied, as to the accuracy or completeness of the Diligence Material. Without limiting the generality

of the foregoing, the Diligence Material may include certain assumptions, statements, estimates, and

projections provided by or with respect to the County. Such assumptions, statements, estimates, and

projections reflect various assumptions made by the County, which assumptions may or may not prove

to be correct. No representations are made by the County as to the accuracy of such assumptions,

statements, estimates, or projections.

1.3 Firms Inquiries and County Responses - All contacts from the firm related to this RFSQ must be

directed in writing to the County’s Departmental Representative and Contracting Officer. You should

not attempt to contact any other County personnel about this RFSQ.

1.4 Written addenda to the RFSQ may be issued to provide clarifications, corrections, or to answer

questions.

1.5 Submittals must be submitted by the time and Date specified in the solicitation and/or the Cover

Letter. Late submissions cannot be reviewed unless it is the only one received or there was

mishandling on the part of County staff.

1.6 Submittals will be evaluated by committee.

1.7 The County’s Contracting Officer may seek clarifications for the committee. The Contracting Officer

shall determine the appropriate means of clarification: telephonic, e-mail, letter, or oral interviews.

1.8 Upon final recommendation by the committee, a contract may be executed.

1.9 The Department of Purchasing and Contracting will post Notices to County’s Buynet site.

2 SUBMISSION OF STATEMENT OF QUALIFICATIONS

2.1 The County has the right to withhold all information regarding this procurement until after contract

execution, including but not limited to: the number received; competitive technical information; and any

County evaluation findings. Information releasable after contract execution is subject to the disclosure

requirements of the Public Records Act, California Government Code Section 6250 and following.

2.2 Original submittal, shall be in black ink on white paper with no shading. Copies are not limited to black

and white, like the original, but may make use of color and shading such as color paper, shaded graphs

and tables, and color fonts.

3 EVALUATION AND SELECTION

3.1 The County reserves the right to request clarification and/or request additional information from Firms if

necessary. Such clarifications and/or additional information shall be submitted by the Firms as an






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Addendum to the Submittal upon request of the Contracting Officer. However, since no additional input

may be requested, Firms are advised to submit complete information in the Submittal.

3.2 The “Evaluation and Submittal Requirements” shall include the use of any discussions during the

selection process.

4 SIGNATURE

All Submittals shall be signed by an authorized officer or employee of the submitting organization. The title

of the authorized officer or employee, the name, e-mail, address and phone and fax number of the

organization shall be included. Obligations committed by such signatures shall be fulfilled.

5 PROPRIETARY INFORMATION

All submittals become the property of the County of San Diego unless return is specifically requested as

specified in Paragraph 9. The County is a public agency subject to the disclosure requirements of the Public

Records Act, California Government Code Section 6250 and following. These requirements include an

exemption for “trade secrets”. If any proprietary information is contained in or attached to the written

submittal, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a public

Records Acts request, you must agree in writing to defend and indemnify the County if litigation results.

6 INTERLOCKING DIRECTORATE

In accordance with Board of Supervisors Policy A-79, if Firm is a non-profit as indicated on the

Representations and Certifications form, paragraph 2 , Firm is required to identify any related for-profit

subFirms in which an interlocking directorate, management or ownership relationship exists. By submission

of this bid or submittal, Firm certifies he will not enter into a subcontract relationship with a related for-

profit entity if Firm is a non-profit entity. If Firm is a non-profit and will be subcontracting with a related

for-profit entity, Firm must list the entity(ies) on the Representations and Certifications form, and any

resulting contract must be approved by the Board of Supervisor.

7 COUNTY COMMITMENT

7.1 This RFSQ does not commit the County to award, nor does it commit the County to pay any cost incurred

in the submission, or in making necessary studies or designs for the preparation thereof, nor procure or

contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a

contract award.

7.2 The County reserves the right to accept or reject any or all submittals as a result of this solicitation, or to

cancel in part or in its entirety this solicitation if it is in the best interest of the County.

7.3 No prior, current, or post award verbal conversation or agreement(s) with any officer, agent, or employee

of the County shall affect or modify any terms or obligations of this RFSQ, or any contract resulting from

this procurement.

8 NON-RESPONSIVE SUBMISSIONS






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Any submission may be construed as non-responsive and ineligible for consideration if it does not comply

with the requirements of the Request for Statement of Qualifications.

9 DUTY TO INQUIRE

Should any Firm find discrepancies in or omissions from the RFSQ or other documents, or should the Firm

be in doubt as to their meaning, the Firm shall at once notify the County Department Representative and the

Contracting Officer in writing. If the point in question is not clearly and fully set forth, a written addendum

will be issued and posted on the County’s web site “BUYNET.” It is the Firms responsibility to

periodically check the Web site for such addenda. The County will not be responsible for any oral

instructions nor for any written materials provided by any County personnel that are not also posted on the

BuyNet web site.

10 PROTEST PROCEDURE

County policy A-97 requires that contracts resulting from a negotiated procurement shall be awarded only

after a notice of the proposed award has been posted in a public place.

All protests shall be made in writing, and shall be filed with the Contracting Office identified in the

solicitation package. A protest shall be filed on the earliest of the following dates: (i) within five business

days after a notice of Intent to award the contract has been posted in a public place in the County’s

Contracting Office or County Internet website, (ii) within five business days after the County provides

notification that the submittal is no longer under consideration, or (iii) by noon on the day before the Board

of Supervisors is scheduled to consider the matter.

Copies of the Board Policy are available from the Clerk of the Board, 1600 Pacific Highway, San Diego,

CA 92101, or on the County’s Web site at http://www.sdcounty.ca.gov/ under the Clerk of the Board’s

page.

11 DEBRIEF AND REVIEW OF CONTRACT FILES

When a Firm has been notified by the County Department Representative or Contracting Officer, that the

submittal is no longer being considered, the Firm may request a “debriefing” from the County Department

Representative or Contracting Officer on the findings about that one submittal (with no comparative

information about submittals by others).

After contract execution, any interested party may make an appointment to review the files to look at all

Submittals, any Committee Reports and any other information in the file. Copies of any documents desired

by the reviewer will be prepared and sold to the requestor at current County prices for such information.

12 CLAIMS AGAINST THE COUNTY

Neither your organization nor any of your representatives shall have any claims whatsoever against the

County or any of its respective officials, agents, or employees arising out of or relating to this RFSQ or

these procedures (other than those arising under a definitive Agreement with your organization in

accordance with the terms thereof).

http://www.sdcounty.ca.gov/






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13 CALIFORNIA REVENUE AND TAXATION CODE SECTION 18662

In compliance with California Revenue and Taxation code section 18662, if you are a non-resident of

California (out-of-state invoices) who receives California source income, the County will pay California

Use Tax directly to the State of California per permit no. SR FH 25-632384. Fifteen (15) business days

prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect

information, must submit new forms to the County (forms are available from the Franchise Tax Board

website listed below).

Under certain circumstances, you may be eligible for reduced or waived nonresident withholding. If you

have already received a waiver or a reduced withholding response from the State of California and the

response is still valid, submit the response to the County in lieu of the forms. Failure to submit the required

forms will result in withholding of payments. Refer to the Franchise Tax Board websites (listed below) for

tax forms and information on non-resident withholding, including waivers or reductions. The County will

not give you any tax advice. It is recommended you speak with your tax adviser and/or the State of

California for guidance.

Franchise Tax Board Websites:

http://www.ftb.ca.gov

http://www.ftb.ca.gov/individuals/Withholding_Definitions.shtml

http://www.ftb.ca.gov/individuals/wsc/Processing_Changes_for_2010.shtml

http://www.ftb.ca.gov/individuals/wsc/forms_and_publications.shtml

http://www.ftb.ca.gov/individuals/wsc/decision_chart.shtml

If selected for award, the Firm is to submit forms to the Auditor & Controller via fax at (858) 694-2060 or

mail originals to: County of San Diego, 5530 Overland Avenue, Suite 410, San Diego, CA 92123. The P.O.

Number or Contract Number (if available) and “California Revenue and Taxation Code Section 18662”

must appear on fax cover sheet and/or the outside of the mailing envelope.

14 SMALL BUSINESS ENTERPRISE PARTICIPATION

The County of San Diego, as a matter of policy, shall assure maximum participation of Small Business

Enterprises (SBE). The County of San Diego, Board of Supervisors SBE policy is found at

http://www.sdcounty.ca.gov/cob/policy/index.html#

15 DISABLED VETERANS BUSINESS ENTERPRISE (DVBE) PARTICIPATION

The County, as a matter of policy, encourages the participation of Disabled Veterans Business Enterprises

(DVBE). County of San Diego, Board of Supervisors DVBE policy B-39a is found at

http://www.sdcounty.ca.gov/cob/policy/index.html#. Information concerning California State Certified

DVBE sources or programs may be found at http://www.pd.dgs.ca.gov. County DVBE policy requirements

shall prevail over the State of California DVBE program requirements.

http://www.ftb.ca.gov/

http://www.ftb.ca.gov/individuals/Withholding_Definitions.shtml

http://www.ftb.ca.gov/individuals/wsc/Processing_Changes_for_2010.shtml

http://www.ftb.ca.gov/individuals/wsc/forms_and_publications.shtml

http://www.ftb.ca.gov/individuals/wsc/decision_chart.shtml

http://www.sdcounty.ca.gov/cob/policy/index.html

http://www.sdcounty.ca.gov/cob/policy/index.html

http://www.pd.dgs.ca.gov/






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Board Policy B-39a further requires a DVBE participation of 3% for all Service procurements that are not

exempt from the DVBE requirement, and are estimated (by the County) to exceed one million dollars

annually. In the case of indefinite delivery/indefinite quantity Service contracts (also known as As-Needed

Services Contracts), the 3% participation will be applied to the value of each individual task order. For

purposes of clarification, each individual task order is considered a Service contract for purposes of DVBE

requirements.

For all service procurements, DVBE documentation shall be submitted within two (2) business days of offer

submittal. In the case of indefinite delivery/indefinite quantity Service contracts, DVBE documentation

shall be submitted with the response to each individual task order. If the prime consultant is a DVBE,

DVBE documentation, which includes the Bidder/Firm DVBE Information Form and the “Good Faith

Effort” Package, will be available upon request.

Failure to provide evidence of a good-faith effort to comply with the 3% DVBE participation may be

deemed non-responsive and may not be considered for contract award.

16 DISADVANTAGED BUSINESS ENTERPRISE (DBE)

The County of San Diego (County), as a matter of policy, shall encourage the utilization and participation of

DBE for federally funded Department of Transportation (FAA, FHWA, FTA) projects when required under

provisions of 49 CFR 26. A DBE participation goal of 16% has been established for this contract. The

consultant must meet the goal by using DBE’s, or if not able to meet the DBE goal, document that a good

faith effort was made to meet the contract goal. Meeting the DBE participation goal or submittal of a

satisfactory Good Faith Effort (GFE) is mandatory for contract award. Good faith efforts must be

documented by the consultant and approved by the local agency. Submitting consultant should submit a

completed Good Faith Effort even if goal is met to protect the consultant’s eligibility for award of the

contract if the administering agency determines that the consultant failed to meet the goal for various

reasons, e.g. a DBE firm was not certified at SOQ submission deadline, or the consultant made a

mathematical error. If the consultant’s documented good faith efforts are found to be inadequate by the

County, the consultant must be offered an opportunity for reconsideration. If a DBE subconsultant is unable

to perform its subcontracted services and the goal is not otherwise met, the consultant must make a good

faith effort to replace it with another DBE subconsultant to the extent needed to meet the DBE goal. For

more detailed information see Exhibit 10-I “Notice to Proposers DBE Information”. DBE information,

requirements and forms are contained in Section B “DBE Forms/Information”.

To comply with federal requirements, Exhibit 10-O1 “Consultant Proposal DBE Commitment” must be

included in the proposal package provided to the County by each Prime Consultant proposer. The purpose

of Exhibit 10-O1 is to demonstrate the proposer’s percentage commitment to meet the DBE goal set by the

County.

Exhibit 10-O2 “Consultant Contract DBE Information”, must be completed at the conclusion of cost

negotiations, incorporated into the final agreement and a copy sent to the Division of Local Assistance

Engineer (DLAE) by the County. The purpose of this form is to capture DBE dollar participation in

accordance with 49 CFR, Part 26. This form must include the names, addresses, and phone numbers of

DBE firms that will participate with a complete description of work or supplies to be provided by each, and

the dollar value of each DBE transaction. When 100% of a subcontracted item of work is not to be

performed or furnished by the DBE firm, a description of the exact portion of work to be performed or






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furnished by that DBE must be included in the DBE commitment, including the planned location of that

work. A proposer certified as a DBE firm must describe the work it has committed to be performed with its

own forces, as well as any other work that it has committed to be performed by the DBE subconsultant,

suppliers, and trucking companies.

The winning proposer must provide written confirmation from each DBE firm participating in the contract.

A copy of the DBE’s quote will serve as written confirmation that the DBE is participating in the contract.

If a DBE is participating as a joint venture partner, the proposer must submit a copy of the joint venture

agreement.

Upon completion of the contract a summary of the DBE final utilization must be prepared, certified correct,

and submitted on Exhibit 17-F “Final Report – Utilization of Disadvantaged Business Enterprise (DBE),

First-Tier Subconsultant” to the County showing total dollars paid to each subconsultant and supplier.

Exhibit 17-F is reviewed by the County and certified as complete and accurate.

17 AUDIT GUIDELINES FOR FHWA FUNDED CONTRACTS

All proposed Architectural and Engineering (A&E) contracts are subject to audit or review by Caltrans’

Audits and Investigations (A&I), other state audit organizations, or the federal government.

To successfully compete for a contract and meet audit requirements, a consultant (whether a prime or

subconsultant) must have an acceptable system of record keeping and internal control. A conformance

review will be performed by Caltrans to assure these requirements are met prior to contract execution. If a

consultant (whether a prime or subconsultant) system is deficient, the contract will not be executed. The

conformance review and/or audit is to be conducted in accordance with Generally Accepted Government

Auditing Standards (GAGAS). IMPORTANT: Attention is directed to LAPM, Section 10.3 “A&E

Consultant Audit and Review Process”, starting at page 12 within the below link to the Local

Programs Procedures (LPP) 16-03 issued July 1, 2016.

http://www.dot.ca.gov/hq/LocalPrograms/lam/LAPM/ch10.pdf

Prime consultants with proposed contracts of $150,000 or more (Case 1), and any subconsultants listed on

the contract, must certify the accuracy of their contract costs and adequacy of their financial management

systems (see LAPM Exhibit 10-K “Consultant Certification of Contract Costs and Financial Management

System”) at:

http://www.dot.ca.gov/hq/LocalPrograms/lam/forms/lapmforms.htm#goHere10

The certification is to be submitted to the County upon request who in turn will forward a copy to Caltrans

A&I. Components include certification that:

All costs included in the proposed contract to establish final Indirect Cost Rate (ICR) are allowable

in accordance with the cost principle of the FAR, 48 CFR, Part 31.

The proposed contract does not include any costs which are expressly unallowable under the cost

principles of the FAR, 48 CFR, Part 31.

http://www.dot.ca.gov/hq/LocalPrograms/lam/LAPM/ch10.pdf

http://www.dot.ca.gov/hq/LocalPrograms/lam/forms/lapmforms.htm#goHere10






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All known material transactions or events that have occurred affecting the firm’s ownership,

organization, and ICRs have been disclosed.

The consultant’s financial management system meets the standards for financial reporting,

accounting records, internal and budget controls set forth in the FAR, 49 CFR, Part 18.20.

The consultant has provided the approximate dollar amount of all A&E contracts awarded by

Caltrans or a California local agency to the consultant within the last three calendar years, and for all

state DOT and local agency contracts, and the number of states in which the firm does business.

All direct costs included in the proposed contract are reasonable, allowable, and allocable in

accordance with FAR 48 CFR, Part 31, in compliance with applicable accounting principles, and in

compliance with the terms of this contract.

Consultants must also ensure their ICRs are prepared in the acceptable ICR scheduled format according to

AASHTO Uniform Audit & Accounting Guide.

Proposed A&E consultant contracts totaling between $1million and $3.5 million (Case 2) must comply with all

the requirements outlined above in Case 1. In addition, there are additional supporting documentation

requirements for review. Proposed A&E consultant contracts totaling $3.5 million or more (Case 3) must

comply with all the requirements in Case 1 and 2 above with additional supporting documentation requirements.

Once the proposed contract and additional supporting documentation are reviewed, A&I will issue a

Conformance Letter noting any deficiencies, if any.

IMPORTANT: Please review LAPM, Section 10.3 “A&E Consultant Audit and Review Process” for

detailed explanation of requirements.





SECTION B – SUBMITTAL REQUIREMENTS AND EVALUATION CRITERIA

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SUBMISSION OF SOQ

The following information shall be included in the Statement of Qualifications (SOQ) in order to be considered

responsive. All items, excluding the cover letter, shall be double sided and organized in accordance with, and in

the order provided below. Each submittal shall contain one (1) original and six (6) bound paper copies and a CD

of the SOQ. Page limit for the SOQ is 30 pages (10pt. to 12 pt. font). Arrange these required elements in the

following order:

Submittal Cover: Include the Request for Qualification’s title and submittal due date, the name, address, fax

number, telephone number of principal firm.

Tab 1. A completed and signed Cover Page (PC600)

Tab 2. A completed and signed Representations and Certifications Form.

Tab 3. A completed and signed Nondisclosure Indemnification Agreement

Tab 4. Letter of Introduction: Letter of Introduction on company letterhead to include no more than one

(1) page of typed narrative (Arial or Times New Roman – 10 to 12 pt. font).

Tab 5. A completed and signed Statement of Qualifications Questionnaire

Tab 6. A completed and current, Standard Form 330 (SF330) (The required PDF version document with

instructions is available at http://www.gsa.gov/portal/forms/download/116486 or search GSA

Standard Forms (SF). The SF330 is not included as part of the 30 page limit of the SOQ.

Additional County requirements for certain SF330 sections are as follows:

Part I – CONTRACT SPECIFIC QUALIFICATIONS

A. Contract Information

1. Title and Location: As-Needed Engineering Services for Federal Highway (FHWA)

Funded Projects

2. Public Notice Date: April 21, 2017

3. Solicitation or Project Number: County of San Diego – RFSQ 7776

B. As requested in SF330

C. As requested in SF330

D. Organizational Chart of Proposed Team - Chart is MANDATORY

E. As requested in SF330

F. Example projects which best illustrate proposed teams qualifications for this contract

(Submit no more than five (5) example projects completed within last five (5) years)

http://www.gsa.gov/portal/forms/download/116486






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G. As requested in SF330 (5 example projects are sufficient)

H. Additional Information - Item 30 in SF330 to include no more than 30 pages of typed

narrative (Aerial or Times New Roman – 10 to 12 font) briefly discussing, in order,

evaluation criteria 1 through 7 as detailed in Evaluation Criteria below.

I. As requested in SF330

Part II – GENERAL QUALIFICATIONS

Complete additional form for each subcontractor firm proposed on team.

Tab 7. Exhibit 10-O1, “Consultant Proposal DBE Commitment” and, if DBE goal is not met, Exhibit

15-H “DBE Information – Good Faith Efforts” is required. Submitting consultants should

submit a completed 15-H, DBE Information – Good Faith Efforts” even if Exhibit 10-O1

“Consultant Proposal DBE Commitment” indicates that the consultant has met the DBE goal.

This will protect the consultant’s eligibility for award of the contract if the administering agency

determines that the consultant failed to meet the goal for various reasons, e.g. a DBE firm was

not certified at SOQ submission deadline, or the consultant made a mathematical error.

The SOQ must have the above-required items, tabbed and in the order shown, to be deemed responsive. At

the discretion of San Diego County, non-responsive submittals may be disqualified. The evaluation will be

based on the original SOQ submittal. Omissions and inconsistencies in the original SOQ and copies may

result in a loss of points or disqualification.

SELECTION PROCESS

1. All SOQs will be evaluated by a Qualification Committee who will then rank all respondents according

to their relative satisfaction of the evaluation criteria. The highest ranked firms will be placed on the

short list for consideration by a Selection Committee.

2. The Selection Committee will interview, evaluate, and rank the short listed firms, in order, according to

their satisfaction of the evaluation criteria and subsequent interview.

3. Negotiations for fair and reasonable contract billing rates will then begin with the highest ranked firm.

Negotiations shall proceed through the short list (if required) until a firm is selected or negotiations are

terminated by the County.

4. Upon successful negotiation of contract billing rates, a pro forma contract shall be executed with the

firm.

The qualification and selection will be in accordance with Board of Supervisors’ Policy F-40, “Procuring

Architectural, Engineering, and Related Professional Services”, and is available on the County website at

http://www.sdcounty.ca.gov/cob/docs/policy/F-40.pdf

http://www.sdcounty.ca.gov/cob/docs/policy/F-40.pdf






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EVALUATION

The following criteria will be used in the evaluation of the Statement of Qualification submittals. Qualification

and Selection Committees shall rank Firms based on this criteria. The Qualifications criteria are weighted value

out of 80. The Selection Committee will use the criteria below, and will also use the project specific questions

criteria totaling 100 points for the selection process.

Consultant DBE Participation: PASS/FAIL

Contract DBE Participation Goal of 16% has been met or satisfactory Good Faith Effort reported.

Failure to either meet required goal or submit Good Faith Effort disqualifies consultant from further consideration.

DBE firms proposed must provide commercially useful functions directly related to the primary scope of the

contract. Prime is encouraged to include a DBE with engineering design capability.

Consultant ____________________________________________ Date ____________

Criteria

(a)

Weight

(Total=100)

(b)

Score

(Max=10)

(a) x (b)

Weighted

Score

1. PROJECT TEAM

Qualifications and relevant individual experience

Unique qualifications of key personnel

Time commitment of key members

Organization Chart showing project staff and responsibilities

10.0

2. FIRMS CAPABILITIES

Demonstrated capability on similar or related FHWA bridge projects

Management and scheduling abilities

Other on-going projects and priorities

Quality and cost control measures

Staff availability

10.0

3. PROJECT UNDERSTANDING AND APPROACH

Demonstrated knowledge of the work required

Explanation of the project

Knowledge of County processes and requirements

Pertinent knowledge of project area

Demonstrated Commitment to meeting County project schedule

10.0

4. PAST PERFORMANCE

Record of providing quality PS&E services on similar projects 15.0






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Compliance with performance schedules and standards

Reference checks

5. LOCATION OF FIRM

Office location where project services will be based from 10.0

6. BUSINESS STATUS OF PRIMARY FIRM OR PARTICIPATION

Small Business Enterprise (SBE) 5.0

7. OTHER KEY PROJECT SPECIFIC TECHNICAL CONSIDERATIONS

Demonstrated familiarity and experience with engineering design,

construction plans, specifications and engineers cost estimate (PS&E)

for roadways, bridges, flood control structures, traffic signals,

landfills, water pollution control and water/wastewater facilities.

Demonstrated experience with project management.

Demonstrated familiarity and experience with land surveying,

mapping and real property rights and requirements.

Demonstrated familiarity and experience using County of San Diego

Public Road, Policy, and Design Standards, Drainage Design Manual,

San Diego Area Regional Standard Drawings, Caltrans Standard

Specifications and Plans.

Demonstrated familiarity and experience with using the latest version

of Autodesk design and surveying software e.g. Civil 3D 2016 or a

County approved alternative in the preparation of engineering design,

constructions details and plans.

Demonstrated familiarity and experience with Microsoft Office 2007

or 2010 Professional.

20.0

8. PROJECT SPECIFIC QUESTIONS (SELECTION INTERVIEWS ONLY – NOT FOR QUALIFICATIONS SHORT-LISTED PHASE)

20.0

TOTAL WEIGHTED SCORE





SECTION B – STATEMENT OF QUALIFICATIONS QUESTIONNAIRE

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Note: Statements shall be typed on this form. Clarity and concise expression are essential. Do not respond to the

questions by referring to resume. Please make every effort to confine your response to the space provided on this

form (however, supplemental pages will be acceptable when necessary to develop an appropriate response).

Multiple forms may be submitted for joint ventures.

1. GENERAL

Firm’s Name

Telephone No. FAX No.

Email Address

Address

The person(s) who will have the basic responsibility for the work and with whom the County will have direct

contact is:

Name:

Firm:

Title:

(Check One) Corporation Partnership

Sole Proprietorship Joint Venture

If submittal is a joint venture, name each member of the joint venture and identify the responsibility (including

administrative, technical, etc.) of each participating firm.

Participating Firm: Responsibility:

Has this joint venture previously worked together? Yes No






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2. BOARD POLICY C-25: DRUG & ALCOHOL USE

It is the policy of the Board of Supervisors that in order to attain or maintain a contract with the County, each firm

shall agree that while performing services pursuant to the contract or using County equipment, the firm or the firm’s

employees:

1. Shall not be in any way impaired because of being under the influence of alcohol or a drug.

2. Shall not possess, consume, or be under the influence of alcohol and/or an illegal drug.

3. Shall not sell, offer, or provide alcohol or an illegal drug to another person.

This policy, as it relates to firms, shall be implemented by requiring appropriate contract provisions to be included

in any contract between the County and a firm.

Does the corporation, partnership, or sole proprietorship or each partner of a joint-venture have any conflict of

interest within the above context?

_____ YES (Disqualifying – Do Not Submit SOQ) _____ NO

3. Section 67 of the San Diego County Administrative Code reads as follows:

SECTION 67. PROHIBITED CONTRACTS. Notwithstanding any other section of this Code, the County

shall not contract with, and shall reject any bid or submittal submitted by, the persons or entities specified below,

unless the Board of Supervisors finds that special circumstances exist which justify the approval of such contract.

a) Persons employed by the County or of public agencies for which the Board of Supervisors is the

governing body;

b) Profit making firms or businesses in which employees described in sub-section (a) serve as officers,

principals, partners or major share-holders;

c) Persons who, within the immediately preceding twelve (12) months, came within the provisions of

subsection (a), and who (1) were employed in positions of substantial responsibility in the area of

service to be performed by the contract, or (2) participated in any way in developing the contract or

its service specifications, and

d) Profit-making firms or businesses in which the former employees described in subsection (c) serve as

officers, principals, partners or major shareholders.

With the affixing of a signature to your response to this solicitation, offers or certifies that the above provisions of

the Code have been complied with, and that any exception will cause any ensuing contract to be invalid.






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4. DISABLED VETERANS BUSINESS ENTERPRISE (DVBE) STATUS

a. General:

Disabled Veterans Business Enterprise means a business which is at least fifty-one percent (51%) owned and

operated by one or more veterans with a service related disability as certified by the California Department of

General Services or the Office of Small Business.

Is the firm a DVBE Business as defined above?

Yes _____ No ______

b. For Joint Ventures Only:

If a joint venture is proposed, list each participating firms in the appropriate section. Indicate whether or not

it is a DVBE Business and percentage of fee each firm will receive.

Approximate % of Project

Name of Firm Is Firm a DVBE % Fee Firm

Business? will Receive

Yes No

Yes No

Total percent of fee will be received by “DVBE” business:

c. Subconsultants:

Non-DVBE firms are encouraged to identify and utilize DVBE’s as subconsultants. If any subconsultants are

proposed, list each subconsultant in the appropriate column and identify the work to be done by the

subconsultant:

Non-DVBE Subconsultant Work to be Done

Approximately Total Percentage Non-DVBE Consultant(s) ____________%

d. DVBE:

Business Subconsultant Work to be Done Project Fee

Approximately Total Percentage DVBE Subconsultant(s)

Approximately Total Percentage Sub-Consulted






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5. SMALL BUSINESS STATUS

A “Small Business Concern” is defined by County Board Policy B-53, “Small Business Policy (SBP)” as follows:

“A small business concern is one with 100 or fewer employees and average annual gross with sales of less than $12

million over the last three tax years, and is independently owned and operated, or is certified as a Small Business

Enterprise by the State of California.”

Is your firm independently owned and operated?

______ YES ______ NO

Does your firm have 100 or fewer employees?

______ YES ______ NO

Is your firm’s average annual gross sales for the last three tax years less than $10 million?

______ YES ______ NO

Is your firm certified as a Small Business Enterprise by the State of California?

______ YES ______ NO

(If yes, provide a copy of current certification.)






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6. CONSULTANT REFERENCES

Proposer shall complete the following client information for three (3) cooperative recent clients. Three (3)

references should be provided for the prime and each partner in a joint-venture. Subconsultant references may be

listed if significant to project requirements. References should be for Federal Highway Administration (FHWA)

Design Services that are similar to those required for the project submittal and may be public or private sources.

References other than from the County of San Diego Department of Public Works are preferred. Contact phone

numbers must be valid for consideration. The County may, at its discretion, contact the references listed below or

other persons to obtain reference statements relative to previous work.

(A) The following three references are for the firm of:

______________________________________________________________________

1. Name and address of Client:

________________________________________

________________________________________

________________________________________

Client’s Project Manager:

Phone Number:

Name of Project:

Location of Project:

When Services Provided:

Cost of Services Provided:

Description of Services Provided:

2. Name and Address of Client:

________________________________________

________________________________________

________________________________________


Phone Number:

Name of Project:






________________________________________

________________________________________

________________________________________


Phone Number:

Name of Project:










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(B) The following three references are for the firm of:

______________________________________________________________________

1. Name and address of Client:

________________________________________

________________________________________

________________________________________


Phone Number:

Name of Project:






________________________________________

________________________________________

________________________________________


Phone Number:

Name of Project:






________________________________________

________________________________________

________________________________________


Phone Number:

Name of Project:










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7. ENDORSEMENT BY JOINT-VENTURE OR SUBCONSULTANTS

If Proposer indicates joint-venture or subconsultant participation, then each member firm and subconsultant must

sign below to indicate consent to submittal of this Statement of Qualifications. The signature authorizes the use

of that firm’s name in this submittal. Primes indicating the utilization of any joint-ventures or subconsultants

must obtain an authorizing signature below for each firm listed.

A. Firm ______________________________________________________________

Signature __________________________________________________________

Typed Name ________________________________________________________

Title ______________________________________________________________

Date _______________________________________________________________

B. Firm ______________________________________________________________

Signature __________________________________________________________

Typed Name ________________________________________________________

Title ______________________________________________________________

Date _______________________________________________________________

C. Firm ______________________________________________________________

Signature __________________________________________________________

Typed Name ________________________________________________________

Title ______________________________________________________________

Date _______________________________________________________________






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8. ENDORSEMENT BY SUBMITTING FIRM

To be signed by submitting firm.

The foregoing is true and correct:

SIGNATURE of person preparing this SOQ:

By: _______________________________________________________

Type Name: ________________________________________________

Type Title: ________________________________________________

Date: ________________________________________________





SECTION B – FEDERAL FORMS/INFORMATION

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FEDERAL FORMS/INFORMATION

LAPM FORMS INDEX

Exhibit 10-I, “Notice to Proposers DBE Information

(Provided for Informational Purposes)

Exhibit 10-O1, “Consultant Proposal DBE Commitment”

(Submit with Statement of Qualifications)

Exhibit 10-O2, “Consultant Contract DBE Information”

(Submit if Selected for Contract)

Exhibit 15-H, “DBE Information – Good Faith Efforts”

(Submit with Statement of Qualifications)





SECTION B – EXHIBIT 10-I – NOTICE TO PROPOSERS DBE INFORMATION

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Exhibit 10-I Notice to Proposers DBE Information


March 2017

The Agency has established a DBE goal for this Contract of 16%

1. TERMS AS USED IN THIS DOCUMENT

The term “Disadvantaged Business Enterprise” or “DBE” means a for-profit small business concern owned

and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of

Federal Regulations (CFR), Part 26.5.

The term “Agreement” also means “Contract.”

Agency also means the local entity entering into this contract with the Contractor or Consultant.

The term “Small Business” or “SB” is as defined in 49 CFR 26.65.

2. AUTHORITY AND RESPONSIBILITY

A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts

financed in whole or in part with federal funds (See 49 CFR 26, “Participation by Disadvantaged Business

Enterprises in Department of Transportation Financial Assistance Programs”). The Consultant must ensure

that DBEs and other small businesses have the opportunity to participate in the performance of the work

that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance.

The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and

performance of subcontracts.

B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs.

3. SUBMISSION OF DBE INFORMATION

If there is a DBE goal on the contract, Exhibit 10-O1 Consultant Proposal DBE Commitment must be included

in the Request for Proposal. In order for a proposer to be considered responsible and responsive, the proposer

must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer

must document adequate good faith efforts. All DBE participation will be counted towards the contract goal;

therefore, all DBE participation shall be collected and reported.

Exhibit 10-O2 Consultant Contract DBE Information must be included with the Request for Proposal. Even if no

DBE participation will be reported, the successful proposer must execute and return the form.






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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.

E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be

responsible for the execution of a distinct element of the work and must carry out its responsibility by

actually performing, managing and supervising the work.

F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all

DBE subconsultants should be listed in the bid/cost proposal list of subconsultants.

G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the

DBE participation except that portion of the work to be performed by non-DBE subconsultants.

5. RESOURCES

A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If

you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of

Certification toll free number 1-866-810-6346 for assistance.

B. Access the CUCP database from the Department of Transportation, Office of Business and Economic

Opportunity Web site at: http://www.dot.ca.gov/hq/bep/.

1. Click on the link in the left menu titled Disadvantaged Business Enterprise;

2. Click on Search for a DBE Firm link;

http://www.dot.ca.gov/hq/bep/






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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.





SECTION B – EXHIBIT 10-O1 – CONSULTANT PROPOSAL DBE COMMITMENT

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Exhibit 10-O1 Consultant Proposal DBE Commitment

1. Local Agency: 2. Contract DBE Goal:

3. Project Description:

4. Project Location:

5. Consultant's Name: 6. Prime Certified DBE:

7. Description of Work, Service, or Materials Supplied

8. DBE Certification

Number 9. DBE Contact Information 10. DBE %

Local Agency to Complete this Section

11. TOTAL CLAIMED DBE PARTICIPATION % 17. Local Agency Contract Number:

18. Federal-Aid Project Number:

19. Proposed Contract Execution Date:

Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.

20. Local Agency Representative's Signature 21. Date

12. Preparer's Signature 13. Date

22. Local Agency Representative's Name 23. Phone

14. Preparer's Name 15. Phone

24. Local Agency Representative's Title

16. Preparer's Title

DISTRIBUTION: Original – Included with consultant’s proposal to local agency. 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.





SECTION B – EXHIBIT 10-O2 – CONSULTANT CONTRACT DBE COMMITMENT

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INSTRUCTIONS – CONSULTANT PROPOSAL DBE COMMITMENT

CONSULTANT SECTION

1. Local Agency - Enter the name of the local or regional agency that is funding the contract.

2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.

3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic

Rehab, Overlay, Widening, etc.).

4. Project Location - Enter the project location as it appears on the project advertisement.

5. Consultant’s Name - Enter the consultant’s firm name.

6. Prime Certified DBE - Check box if prime contractor is a certified DBE.

7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be

provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces,

if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion

to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE

firms.

8. DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the

date bids are opened.

9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also,

enter the prime consultant’s name and phone number, if the prime is a DBE.

10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if

the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation.

11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than

item “Contract DBE Goal,” an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE

Information - Good Faith Efforts of the LAPM).

12. Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must

sign their name.

13. Date - Enter the date the DBE commitment form is signed by the consultant’s preparer.

14. Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form.

15. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

16. Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form.

LOCAL AGENCY SECTION

17. Local Agency Contract Number - Enter the Local Agency contract number or identifier.

18. Federal-Aid Project Number - Enter the Federal-Aid Project Number.

19. Proposed Contract Execution Date - Enter the proposed contract execution date.

20. Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency

must sign their name to certify that the information in this and the Consultant Section of this form is complete and

accurate.

21. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.

22. Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the

consultant’s DBE commitment form.


24. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the






SECTION B – EXHIBIT 10-O2 – CONSULTANT CONTRACT DBE COMMITMENT

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Exhibit 10-O2 Consultant Contract DBE Commitment

1. Local Agency: 2. Contract DBE Goal:

3. Project Description:

4. Project Location:

5. Consultant's Name: 6. Prime Certified DBE: 7. Total Contract Award Amount: 8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants:

10. Description of Work, Service, or Materials Supplied

11. DBE Certification

Number 12. DBE Contact Information

13. DBE Dollar

Amount

Local Agency to Complete this Section

14. TOTAL CLAIMED DBE PARTICIPATION

$ 20. Local Agency Contract Number:

21. Federal-Aid Project Number:

%

22. Contract Execution Date:

Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.

23. Local Agency Representative's Signature 24. Date

15. Preparer's Signature 16. Date

25. Local Agency Representative's Name 26. Phone

17. Preparer's Name 18. Phone

27. Local Agency Representative's Title

19. Preparer's Title

DISTRIBUTION: 1. Original – Local Agency 2. Copy – Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de-obligation of federal funds on contract.

ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654-3880 or

write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.





SECTION B – EXHIBIT 15H DBE INFORMATION – GOOD FAITH EFFORTS

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INSTRUCTIONS – CONSULTANT CONTRACT DBE COMMITMENT

CONSULTANT SECTION

1. Local Agency - Enter the name of the local or regional agency that is funding the contract.

2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.

3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab,

Overlay, Widening, etc).

4. Project Location - Enter the project location as it appears on the project advertisement.

5. Consultant’s Name - Enter the consultant’s firm name.

6. Prime Certified DBE - Check box if prime contractor is a certified DBE.

7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant.

8. Total Dollar Amount for ALL Subconsultants – Enter the total dollar amount for all subcontracted consultants. SUM =

(DBEs + all Non-DBEs). Do not include the prime consultant information in this count.

9. Total number of ALL subconsultants – Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non-

DBEs). Do not include the prime consultant information in this count.

10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided.

Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is

a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or

furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.

11. DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date

bids are opened.

12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter

the prime consultant’s name and phone number, if the prime is a DBE.

13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided.

Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation.

14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the “DBE Dollar Amount” column. %:

Enter the total DBE participation claimed (“Total Participation Dollars Claimed” divided by item “Total Contract Award

Amount”). If the total % claimed is less than item “Contract DBE Goal,” an adequately documented Good Faith Effort

(GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM).

15. Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must sign

their name.

16. Date - Enter the date the DBE commitment form is signed by the consultant’s preparer.

17. Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form.


19. Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form.

LOCAL AGENCY SECTION

20. Local Agency Contract Number - Enter the Local Agency contract number or identifier.

21. Federal-Aid Project Number - Enter the Federal-Aid Project Number.

22. Contract Execution Date - Enter the date the contract was executed.

23. Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency must

sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate.

24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.

25. Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the consultant’s

DBE commitment form.


27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the







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EXHIBIT 15-H DBE INFORMATION —GOOD FAITH EFFORTS

DBE INFORMATION - GOOD FAITH EFFORTS

Project Description: As-Needed Engineering Services for FHWA Funded Projects

Federal-aid Project No.: To Be Determined Bid Opening Date: N/A

The County of San Diego established a Disadvantaged Business Enterprise (DBE) goal of 16% for this project.

The information provided herein shows that a good faith effort was made.

Lowest, second lowest and third lowest bidders shall submit the following information to document adequate good

faith efforts. Bidders should submit the following information even if the “Local Agency Bidder DBE

Commitment” form indicates that the bidder has met the DBE goal. This will protect the bidder’s eligibility for

award of the contract if the administering agency determines that the bidder failed to meet the goal for various

reasons, e.g., a DBE firm was not certified at bid opening, or the bidder made a mathematical error.

Submittal of only the “Local Agency Bidder DBE Commitment” form may not provide sufficient documentation to

demonstrate that adequate good faith efforts were made.

The following items are listed in the Section entitled “Submission of DBE Commitment” of the Special Provisions:

A. The names and dates of each publication in which a request for DBE participation for this project was

placed by the bidder (please attach copies of advertisements or proofs of publication):

Publications Dates of Advertisement

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

B. The names and dates of written notices sent to certified DBEs soliciting bids for this project and the dates

and methods used for following up initial solicitations to determine with certainty whether the DBEs were

interested (please attach copies of solicitations, telephone records, fax confirmations, etc.):

Names of DBEs Solicited Date of Initial

Solicitation

Follow Up Methods and Dates

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________






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C. The items of work which the bidder made available to DBE firms including, where appropriate, any

breaking down of the contract work items (including those items normally performed by the bidder with its

own forces) into economically feasible units to facilitate DBE participation. It is the bidder's responsibility

to demonstrate that sufficient work to facilitate DBE participation was made available to DBE firms.

Items of Work Bidder Normally

Performs Item

(Y/N)

Breakdown of

Items

Amount

($)

Percentage

Of

Contract

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

D. The names, addresses and phone numbers of rejected DBE firms, the reasons for the bidder's rejection of

the DBEs, the firms selected for that work (please attach copies of quotes from the firms involved), and the

price difference for each DBE if the selected firm is not a DBE:

Names, addresses and phone numbers of rejected DBEs and the reasons for the bidder's rejection of the

DBEs:

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

Names, addresses and phone numbers of firms selected for the work above:

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

E. Efforts made to assist interested DBEs in obtaining bonding, lines of credit or insurance, and any technical

assistance or information related to the plans, specifications and requirements for the work which was

provided to DBEs:






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_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

F. Efforts made to assist interested DBEs in obtaining necessary equipment, supplies, materials or related

assistance or services, excluding supplies and equipment the DBE subcontractor purchases or leases from

the prime contractor or its affiliate:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

G. The names of agencies, organizations or groups contacted to provide assistance in contacting, recruiting

and using DBE firms (please attach copies of requests to agencies and any responses received, i.e., lists,

Internet page download, etc.):

Name of Agency/Organization Method/Date of Contact Results

____________________________________________________________________________________

____________________________________________________________________________________

H. Any additional data to support a demonstration of good faith efforts (use additional sheets if necessary):

______________________________________________________________________________

______________________________________________________________________________

NOTE: USE ADDITIONAL SHEETS OF PAPER IF NECESSARY.





SECTION C – CONTRACT TEMPLATE

p_pf_consultant.doc of 79 rev 6/16/2014 v8

RFSQ 7776

AS-NEEDED ENGINEERING SERVICES

FOR FEDERAL HIGHWAY

ADMINISTRATION (FHWA) FUNDED

PROJECTS

SAMPLE CONTRACT

INCLUDES:

Exhibit A – Statement of Work

Exhibit A - Attachment 1 - Task Order Process

Exhibit A - Attachment 2 - Sample Task Order Form

Exhibit B – Insurance and Bonding Requirements

Exhibit C – Pricing/Payment Schedule





SECTION C –SAMPLE CONTRACT

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This Contract (“Contract”) is made and entered into on ______________ by and between the County of San Diego, a

political subdivision of the State of California, (“County”) and _________________________________ [enter full corporate title] a

____________________________ [insert legal status (Calif. corp., partnership, etc.)] (“Consultant”), with reference to the

following facts:

RECITALS

A. Pursuant to Administrative Code section 401, the County’s Director of Purchasing and Contracting is authorized to award this

Contract for [As-Needed Engineering Services for Federal Highway Administration (FHWA) Funded Projects. Consultant

is specially trained and possesses certain skills, experience, education and competency to perform the work described herein.

A. The Agreement shall consist of this document, Exhibit A Statement of Work, A-1 Contractor’s [Bid or Proposal dated (with any

revisions identified)], Exhibit B Insurance Requirements and Exhibit C, [Payment schedule]. In the event that any provision of

the Agreement or its Exhibits, A, A-1, B or C, conflicts with any other term or condition, precedence shall be: First (1st) the

Agreement: Second (2nd) Exhibit B; Third (3rd) Exhibit A; Fourth (4th) Exhibit C; Fifth (5th) Exhibit A-1.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

PERFORMANCE OF WORK

1.1 Standard of Performance. Consultant shall, in a good and workmanlike manner and in accordance with the highest professional

standards, perform and complete the work and provide the services required of Consultant by this Contract.

1.2 Consultant’s Key Personnel. Consultant’s duties under this Contract shall be performed on behalf of Consultant by

__________________________, [if more than one, list all names] Consultant’s Key Personnel. Consultant represents and

warrants that (1) Consultant’s Key Personnel has fulfilled all applicable requirements of the laws of the State of California to

perform the work under this Contract and has full authority to act for Consultant hereunder. Consultant’s Key Personnel shall

perform the work or oversee the performance of the work described in Exhibit A, Statement of Work. Consultant’s Key

Personnel shall not be changed during the Term of the Contract without County’s prior written consent. County reserves the

right to terminate this Contract pursuant to Section 7.1, “Termination for Default,” if Consultant’s Key Personnel should leave

Consultant’s employ, or, if in County’s judgment, the work hereunder is not being performed by Consultant’s Key Personnel.

1.3 Independent Contractor. For all purposes under this Contract, Consultant is an independent contractor, and neither Consultant nor

Consultant’s employees or subcontractors shall be deemed to be employees of County for any reasons. Consultant shall perform

its obligations under this Contract according to Consultant’s own means and methods of work which shall be in the exclusive

charge and under the control of Consultant, and which shall not be subject to control or supervision by County except as to the

results of the work. Neither Consultant nor Consultant’s employees or subcontractors shall be entitled to any benefits to which

County employees are entitled including, without limitation, overtime, retirement, workers’ compensation and injury leave.

1.4 Consultant’s Agents, Employees and Subcontractors. Consultant shall obtain, at Consultant’s expense, all agents, employees and

subcontractors required for Consultant to perform the services under this Contract. All such services shall be performed by

Consultant’s Key Personnel, or under Consultant’s Key Personnel’s supervision by persons authorized by law to perform such

services. Retention by Consultant of any agent, employee or subcontractor shall be at Consultant’s sole cost and expense, and

County shall have no obligation to pay Consultant’s agents, employees or subcontractors; to support any such person’s or

entity’s claim against Consultant; or to defend Consultant against any such claim.

1.4.1 Consultant Responsibility. If Consultant uses a subcontractor for any portion of the services required under this

Contract, Consultant remains primarily responsible for carrying out all the terms of this Contract, including the

subcontractor’s performance and insuring that the subcontractor retains and makes its records available in accordance

with this Contract. Consultant shall not allow any subcontractor to enter into a sub-subcontract for services under this

Contract without County’s prior written consent.

1.4.2 Subcontracts. Consultant shall ensure that all subcontracts incorporate by reference the following terms of this

Contract: 1.1, 1.3, 1.5, 3.2, 4.3, 4.4, 4.5, 7.1, 7.2, 7.3, 8.1, 8.3, 8.5, 8.8, 8.9, 8.10, 8.11, 9.1, 9.2, 10.2, 13.1, 13.2, 16.2,

16.5, 16.6, 16.10, 16.12 and 16.16. If Consultant enters into one or more subcontracts, the subcontract(s) shall not

prohibit the subcontractor from negotiating directly with and entering into a contract with County.

1.4.3 Change of Subcontractors. Before Consultant enters into any subcontract with a subcontractor not listed in Exhibit A,

Statement of Work, Consultant shall obtain the written consent of the Contracting Officer’s Representative (“COR”).






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“Subcontractor” means any entity, other than County, that furnishes services or supplies to Consultant that are relevant

to this Contract other than standard commercial supplies, office space, and printing services.

1.5 Consultant’s Equipment. Consultant has secured or shall secure at Consultant's own expense all persons, employees, labor,

supplies, materials, equipment, transportation, printing and facilities, except those expressly specified herein to be furnished by

County, to perform the services required under this Contract. All such services shall be performed by Consultant, or under

Consultant's supervision, by persons authorized by law to perform such services.

County shall not be responsible nor be held liable for any damage to person or property resulting from the use, misuse or failure

of any equipment used by Consultant or any of Consultant's employees, even though such equipment be furnished, rented or

loaned to Consultant by County. The acceptance or use of any such equipment by Consultant or any of Consultant's employees

shall be construed to mean that Consultant accepts full responsibility for and agrees to exonerate, indemnify and save harmless

County from and against any and all claims for any damage whatsoever resulting from the use, misuse or failure of such

equipment, whether such damage be to the employee or property of Consultant, other Consultants, County, or other persons.

Equipment includes, but is not limited to material, tools and machinery.

ARTICLE 2

SCOPE OF WORK

2.1 Statement of Work. Consultant shall perform the work described in the “Statement of Work” attached as Exhibit A to this

Contract, and by this reference incorporated herein, except for any work therein designated to be performed by County.

2.2 Right To Acquire Equipment and Services. Nothing in this Contract shall prohibit the County from acquiring the same type or

equivalent type of equipment or services from other sources.

ARTICLE 3

CONTRACT TERM

3.1 Contract Term. This Contract shall be effective on ____________, and shall terminate on _____________ (“Term”).

3.2 Options to Extend. At the Contracting Officer’s sole discretion, County may extend the Term of this Contract in one or more

increments, for a total of ___ years beyond the expiration of the Initial Term, but in no event shall extend beyond ______ __,

20__, pursuant to Exhibit C, Payment Terms or the adjustment factor identified. Unless County notifies Contractor in writing,

not less than 30 days prior to the expiration date, that County does not intend to renew the Agreement, this Agreement will be

automatically renewed for another year.

ARTICLE 4

COMPENSATION

4.1 Compensation. County will pay Consultant a fee not to exceed $__________ (“Maximum Compensation”), pursuant to Exhibit

C, Payment Terms, for the satisfactory completion of the services specified in Exhibit A, Statement of Work.

4.1.1 Accounting System And Fiscal Monitoring. Consultant shall maintain and use an accounting and financial support

system to monitor, control and verify costs.

4.2 Invoices and Payment.

4.2.1 Invoices. Payment for the work performed under this Contract shall be in accordance with Exhibit C, unless Consultant

and Contracting Officer agree in writing to another payment method. Consultant shall submit invoices to the COR as

specified in Exhibit C. Consultant’s monthly invoices shall include a statement certifying whether it is in compliance

with article 8.8 of this Contract.

4.2.2 Payments. County will pay Consultant in arrears only after receipt and approval by COR of a properly submitted,

detailed and itemized original invoice referencing the Contract number and the information specified in Exhibits A and

C. Each invoice, or portion thereof, so approved and paid shall constitute full and complete compensation to Consultant

for the work completed during the billing period pursuant to Exhibit A and Exhibit C. Payment shall be NET 30 days

from receipt and approval of invoice unless otherwise stated.

4.2.3 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following

exists:






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4.2.3.1. Misrepresentation. Consultant with or without knowledge, made any misrepresentation of substantial and

material nature with respect to any information furnished to County.

4.2.3.2 Unauthorized Actions by Consultant. Consultant took an action without receiving County’s prior approval as

required under this Contract.

4.2.3.3 Default. Consultant is in default of a term or condition of this Contract.

4.3 Availability of Funding. The County’s obligation to make any payment under this Contract beyond the current fiscal year is

contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall

arise for payment beyond June 30 of the calendar year unless funds are designated by the County and are made available for

payment of this Contract.

4.4 Reduction in Funding. County may terminate this Contract or reduce compensation and service levels proportionately upon 30

days' written notice to Consultant if Federal, State or County funding for this Contract ceases or is reduced before the expiration

of the Term of this Contract. If funding for this Contract is reduced, County and Consultant shall meet within 10 days of written

notice to Consultant of a reduction in funding to renegotiate this Contract based upon the modified level of funding. If County

and Consultant fail to reach an agreement within 10 days of the first meeting, either party may terminate this Contract with10

days written notice of termination.

If this Contract is terminated in accordance with the terms of this subsection, Consultant shall be entitled to retain all sums paid

as of the effective date of such termination, subject to any payment offset to which County may be entitled, for damages or

otherwise, under the terms of this Contract. In no event shall Consultant be entitled to any loss of profits or other compensation

on the terminated portion of this Contract.

4.5 Disallowance. If Consultant receives payment for work under this Contract which is later disallowed by County, Consultant shall

promptly refund the disallowed amount to County on request, or, at its option, County may offset the amount disallowed from

any payment due or to become due to Consultant under any Contract with County.

ARTICLE 5

CONTRACT ADMINISTRATION

5.1 County’s Contracting Officer. The Director of Purchasing and Contracting is designated as the contracting officer (“Contracting

Officer”) and is the only County official authorized to make any changes to this Contract.

5.2 Consultant’s Representative. Consultant designates the following individual as the Consultant’s Representative: [add name,

address, phone number and email address]

5.3 COR. The County designates the following person as the Contracting Officer’s Representative (“COR”): [add name, address,

phone number and email address] The COR will administer this Contract by chairing progress meetings with Consultant,

receiving and approving Consultant invoices for payment, auditing and inspecting Consultant’s records, inspecting Consultant’s

work, and providing other technical guidance as required. The COR is not authorized to change any terms and conditions of this

Contract. Only the Contracting Officer, by issuing a properly executed amendment to this Contract, may change the terms or

conditions of this Contract.

5.4 Administrative Adjustments. Notwithstanding any provision of this Contract to the contrary, the COR may make Administrative

Adjustments (“AA”) to this Contract, which do not change the purpose or intent of the Statement of Work, the Terms and

Conditions, the Contract Term or the Maximum Compensation. Each AA shall be in writing and shall be signed by the COR

and Consultant. All inquiries about an AA will be referred directly to the COR.

5.5 Contract Progress Meeting. The COR and other County personnel, as appropriate, will meet periodically with Consultant to review

the Contract performance. At these meetings, the COR will apprise Consultant of how County views Consultant's performance, and

Consultant will apprise COR of any problems Consultant is having. Consultant shall also notify the Contracting Officer in writing of

any work being performed that Consultant considers beyond the scope of this Contract. Appropriate action shall be taken to resolve

outstanding issues. The minutes of these meetings will be reduced to writing and signed by the COR and Consultant. If Consultant

does not concur with the minutes, Consultant shall submit a written description of any area of disagreement within 10 days of the

meeting. Appropriate action will be taken to resolve any areas of disagreement.

ARTICLE 6

CHANGES

6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes (“Changes”), within the general

scope of this Contract, in the work to be performed, the time (i.e. hours of the day, days of the week, etc. when Consultant shall

perform) and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time required for,






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the performance of any part of the work under this Contract, an equitable adjustment shall be made in the Contract price or delivery

schedule, or both, and the Contract shall be modified in writing accordingly.

6.2 Claims. Consultant must assert any claim for adjustment under this Article within 30 days from the date of receipt by the Consultant

of the notification of Change. However, if the Contracting Officer determines that the facts justify such action, the Contracting

Officer may receive and act upon any such claim asserted at any time before final payment under this Contract. Where the cost of

property made obsolete or excess as a result of a Change is included in Consultant's claim for adjustment, the Contracting Officer

may prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question

of fact under Article 14, “Disputes,” of this Contract. However, nothing in this subsection shall excuse the Consultant from

proceeding with this Contract as changed.

ARTICLE 7

SUSPENSION, DELAY AND TERMINATION

7.1 Termination For Default. Upon Consultant's breach of this Contract, County may terminate this Contract in whole or part. Prior to

termination for default, County will send Consultant written notice specifying the default. The notice will give Consultant at least 15

days from the date the notice is issued to cure the default or make progress satisfactory to County in curing the default. If County

determines that the default contributes to the curtailment of an essential service or poses an immediate threat to life, health or

property, County may terminate this Contract immediately upon issuing oral or written notice to Consultant without any prior notice

or opportunity to cure. In the event of termination under this Article, all finished or unfinished documents, and other materials,

prepared by Consultant under this Contract shall become the sole and exclusive property of County. In the event of such

termination, County may purchase or obtain the work elsewhere, and Consultant shall be liable for the difference between the

prices for the work set forth in this Contract and the actual cost thereof to County.

7.1.1 If, after notice of default of this Contract it is determined for any reason that the Consultant was not in default, the rights

and obligations of the parties shall be the same as if the notice of termination had been issued as a Termination for

Convenience.

7.2 Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and

indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach) of the

terms of the Agreement. Reimbursement for such costs shall be withheld from any amounts due to Contractor pursuant to the

payment terms of the Agreement, or from any other amounts due to Contractor from County.

7.3 Termination For Convenience. The County may, by written notice stating the extent and effective date, terminate this Contract

for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for work performed

in accordance with the terms of this Contract until such termination:

7.3.1 The unit or pro rata price for any delivered and accepted portion of the work.

7.3.2 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved

by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall

in no event exceed the total price.

7.3.3 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.

7.3.4 County’s termination of this Agreement for convenience shall not preclude County from taking any action in law or

equity against Contractor for:

7.3.4.1 Improperly submitted claims, or

7.3.4.2 Any failure to perform the work in accordance with the Statement of Work, or

7.3.4.3 Any breach of any term or condition of the Agreement, or

7.3.4.4 Any actions under any warranty, express or implied, or

7.3.4.5 Any claim of professional negligence, or

7.3.4.6 Any other matter arising from or related to this Contract, whether known, knowable or unknown before, during

or after the date of termination.

7.3.5 County’s termination of this Contract for convenience shall not preclude County from taking any action in law or equity

against Consultant for any matter arising from or related to this Contract.

7.4 Suspension Of Work. The Contracting Officer may order Consultant, in writing, to suspend, delay, or interrupt all or any part of

the work of this Contract for the period of time that the Contracting Officer determines is in County’s best interest.






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7.5 Remedies Not Exclusive. The rights and remedies of County provided in this Article shall not be exclusive and are in addition to

any other rights and remedies provided by law or equity.

ARTICLE 8

COMPLIANCE WITH LAWS AND REGULATIONS

8.1 Compliance with Laws and Regulations. Consultant shall at all times perform its obligations hereunder in compliance with all

applicable federal, State, and County laws and regulations.

8.2 Consultant’s Permits and License. Consultant certifies that it possesses and shall continue to maintain or shall cause to be

obtained and maintained, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of

documentation required for it and its employees to comply with all applicable statutes, ordinances, and regulations, or other

laws, that may apply to performance of work hereunder. County may reasonably request and review all such applications,

permits, and licenses.

8.3 Equal Opportunity. Consultant shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that Consultant

shall not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of

employment nor shall Consultant discriminate in any way that would deprive or intend to deprive any individual of employment

opportunities or otherwise adversely affect his or her status as an employee because of such individual’s race, color, religion,

sex, national origin, age, handicap, medical condition, sexual orientation or marital status.

8.4 Affirmative Action. If Consultant employs 15 or more full-time permanent employees, Consultant shall comply with the

Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at Section 84) of the San Diego County

Administrative Code, which program is incorporated herein by reference. A copy of this Affirmative Action Program will be

furnished by the COR upon request or may be obtained from the County of San Diego Internet web-site (www.sdcounty.ca.gov).

8.5 Drug and Alcohol-Free Workplace. In Board of Supervisors’ Policy C-25, County of San Diego Drug and Alcohol Use Policy,

the Board of Supervisors recognized that those who perform services or work for County under contract should perform the

services or work as safely, effectively and efficiently as possible.

8.5.1 Consultant and Consultant’s employees, while performing work for the County, or while using County equipment:

8.5.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug.

8.5.1.2 Shall not possess, consume or be under the influence of alcohol or an illegal drug.

8.5.1.3 Shall not sell, offer, or provide alcohol or an illegal drug to another person.

8.5.2 Section 8.5 is a material condition of this Contract. If the Contracting Officer determines that Consultant and/or

Consultant’s employee(s) has not complied with section 8.5, County may terminate this Contract for default and may

also terminate any other Contract Consultant has with County.

8.6 Board of Supervisors’ Policies. Consultant represents that it is familiar, and shall use its best efforts to comply, with the

following policies of the Board of Supervisors: Board Policy B-67, which encourages the County’s contractors to use products

made with recycled materials, reusable products, and products designed to be recycled; and Board Policies B-53 and B-39a,

which encourage the participation of small and disabled veterans’ business enterprises in County procurements. Boards of

Supervisors Policies are available on the County of San Diego web site.

Cartwright Act. Following receipt of final payment under the Contract, Consultant assigns to County all rights, title and interest

in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act

(Chapter 1 of Part 2 of Division 7 of the Business and Professions Code, commencing with section 16700), arising from

purchases of goods, materials, or work by the Consultant for sale to County under this Contract.

8.7 Hazardous Materials. Consultant shall comply with all Environmental Laws and all other laws, rules, regulations, and

requirements regarding Hazardous Materials, health and safety, notices, and training. Consultant shall not store any Hazardous

Materials on any County property for more than 90 days or in violation of the applicable site storage limitations imposed by

Environmental Law. At its sole expense, Consultant shall take all actions necessary to protect third parties, including, without

limitation, employees and agents of County, from any exposure to Hazardous Materials generated or utilized in Consultant’s

performance under this Contract. Consultant shall report to the appropriate governmental agencies all discharges, releases, and

spills of Hazardous Materials that are required to be reported by any Environmental Law and to immediately notify the County

of it. Consultant shall not be liable to County for County’s failure to comply with, or for County’s violation of, any

Environmental Law. As used in this section, the term “Environmental Laws” means any and all federal, State and local laws,

ordinances, rules, decrees, orders, regulations or court decisions (including the “common law”), relating to hazardous

substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or

http://www.sdcounty.ca.gov/






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conditions. One such law is the Resource Conservation and Recovery Act. As used in this section, the term “Hazardous

Materials” means any chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos,

radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material,

whether injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to,

designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under

any Environmental Laws; or (d) is any other material or substance for which there may be any liability, responsibility or duty on

County or Consultant with respect to any third person under any Environmental Laws.

8.8 Debarment And Suspension. Consultant certifies that it, its principals, its employees and its subcontractors:

8.8.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from

covered transactions by any State or Federal Department or agency.

8.8.2 Have not within a 3-year period preceding this Contract been convicted of, or had a civil judgment rendered against

them for, the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or

performing a public (federal, State, or local) transaction; violation of Federal or State anti-trust statutes or commission

of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving

stolen property;

8.8.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, State, or local)

with commission of any of the offenses enumerated in the paragraph above; and

8.8.4 Have not within a 3-year period preceding this Contract had one or more public transactions (federal, State, or local)

terminated for cause or default.

8.9 Work to be performed by Consultant in accordance with this Contract may be a “public work” under Labor Code § 1720, et seq.

If Consultant will receive federal funds, this Contract may also be subject to the payment of prevailing wages pursuant to the

Davis-Bacon Act, 40 USC § 3141 et seq., and other federal laws. It is the sole responsibility of Consultant to ensure that all

workers who perform work pursuant to this Contract are paid the correct rate of prevailing wages. When working on a federally

funded project, Consultant shall ensure that all workers entitled to the payment of prevailing wages receive the higher of the

applicable State or federal prevailing wage.

County has obtained from the Director of the California Department of Industrial Relations general prevailing wage

determinations for the locality in which work is being performed. These determinations are on file and available in the

Department of Purchasing and Contracting, 5560 Overland Ave, Suite 270, San Diego, CA 92123-1294, and are available from

the Department of Industrial Relations on the internet at www.dir.ca.gov. Federal prevailing wage rates are available from the

U.S. Department of Labor on the internet at www.access.gpo.gov.

Consultant acknowledges that because portions of the work to be performed by Consultant may be subject to the payment of

State and federal prevailing wages, certain requirements must be included in this Contract. Consultant certifies that it is

generally aware of State and federal prevailing wage requirements and shall be bound by these requirements to the extent

applicable to the work performed, including, but not limited to, the following:

1) If a worker is paid less than the prevailing wage rate owed for a calendar day or portion of a day, Consultant shall pay the

worker the difference between the prevailing wage rate and the amount actually paid as specified in Labor Code section

1775;

2) Consultant shall maintain and make available payroll and worker records in accordance with Labor Code §§ 1776 and 1812;

3) If apprentices are employed on the project, Consultant shall ensure compliance with Labor Code § 1777.5;

4) Consultant is aware of the limitations imposed on overtime work by Labor Code § 1810, et seq. and shall be responsible for

any penalties levied in accordance with Labor Code § 1813 for failing to pay required overtime wages;

5) Consultant shall be bound by each of the stipulations set forth at 40 USC § 3142(c), including the obligations to i) pay all

laborers or mechanics employed directly on the site of the work, unconditionally and at least once a week, and without

subsequent deduction or rebate on any account, the full amounts accrued at the time of payment, computed at the required

wage rate; ii) post the applicable prevailing wage scale in a prominent and accessible place at the work site; and iii) agree

that there may be withheld from accrued payments funds necessary to ensure workers are paid the required wage rate; and

6) In accordance with 40 USC § 3143, all or part of this Contract may be terminated for failure to pay the required prevailing

rate of wages.

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8.10 Display of Fraud Hotline Poster(s). As a material term and condition of this contract, Contractor shall:

8.10.1 Prominently display in common work areas within all business segments performing work under this contract County

of San Diego Office of Ethics and Compliance Ethics Hotline posters;

8.10.2 Posters may be downloaded from the County Office of Ethics and Compliance http://www.sdcounty.ca.gov/cao/oia.html

8.10.3 Additionally, if Contractor maintains a company website as a method of providing information to employees, the

Contractor shall display an electronic version of the poster(s) at the website

8.10.4 If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism,

the Contractor need not display the County poster;

8.10.5 In the event Contractor subcontracts any of the work performed under this contract, Contractor include this clause in the

subcontract(s) and shall take appropriate steps to ensure compliance by the subcontractor(s).

8.11 False Claims Acts: Contractor and all Subcontractors shall provide information on the Federal and State Claims Acts information

annually to their employees providing services under this contract. The minimum acceptable information in may be found

at www.cosdcompliance.org

ARTICLE 9

CONFLICTS OF INTEREST; CONSULTANT'S CONDUCT

9.1 Conflicts of Interest. Consultant presently has no interest including, but not limited to, other projects or independent contracts,

and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of

work required under this Contract. Consultant shall not employ any person having any such interest in the performance of this

Contract.

9.2 Conduct of Consultant; Privileged Information.

9.2.1 Throughout the term of this Contract, Consultant shall inform County of all of Consultant's interests, if any, which are,

or which the Consultant believes to be, incompatible with any interests of the County.

9.2.2 Consultant shall not accept any gratuity or special favor from individuals or organizations with whom Consultant is

doing business or proposing to do business, in accomplishing the work under this Contract.

9.2.3 Consultant shall not use for personal gain or make other improper use of privileged information which is acquired in

connection with this Contract. The term “privileged information” includes, but is not limited to, unpublished

information relating to technological and scientific development; medical, personnel, or security records of the

individuals; anticipated materials requirements or pricing actions; and knowledge of selection of a contractor in advance

of official announcement.

9.2.4 Consultant shall not directly or indirectly offer or give any gift, gratuity, or favor to any County employee.

9.3 Prohibited Contracts. Consultant certifies that this Contract does not violate County Administrative Code section 67, and that

Consultant is not, and will not subcontract with, any of the following:

9.3.1. Persons employed by County or public agencies for which the Board of Supervisors is the governing body.

9.3.2 Profit-making firms or businesses in which employees described in sub-section 9.3.1 serve as officers, principals,

partners, or major shareholders;

9.3.3 Persons who, within the immediately preceding 12 months came within the provisions of sub-section 9.3.1 and who (1)

were employed in positions of substantial responsibility in the area of service to be performed by the Contract, or (2)

participated in any way in developing the Contract or its service specifications; and

9.3.4 Profit-making firms or businesses in which the former employees described in subsection 9.3.3 serve as officers,

principals, partners, or major shareholders.

9.4 California Political Reform Act and Government Code Section 1090 Et Seq. Consultant acknowledges that the California

Political Reform Act (“Act”), Government Code section 81000 et seq., provides that consultants hired by a public agency, such

as County, may be deemed to be a “public official” subject to the Act if the consultant advises the agency on decisions or actions

to be taken by the agency. The Act requires such public officials to disqualify themselves from participating in any way in such

decisions if they have any one of several specified “conflicts of interest” relating to the decision. To the extent the Act applies to

Consultant, Consultant shall abide by the Act. In addition, Consultant acknowledges and shall abide by the conflict of interest

restrictions imposed on public officials by Government Code section 1090 et seq.

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ARTICLE 10

INDEMNITY AND INSURANCE

10.1 Indemnity. County shall not be liable for, and Consultant shall defend and indemnify County and its officers, agents, employees

and volunteers (collectively, “County Parties”), against any and all claims, deductibles, self-insured retentions, demands,

liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of

any kind or character, including attorneys’ fees and court costs (hereinafter collectively referred to as “Claims”), which arise out

of, pertain to or relate to the negligence, recklessness or willful misconduct of Consultant or its officers, employees, agents,

contractors, licensees or servants.

10.2 Insurance. Before executing this Contract, Consultant shall obtain at its own cost and expense, and keep in force and effect

during the Term of this Contract, including all extensions, the insurance specified in Exhibit B, “Insurance Requirements.”

ARTICLE 11

AUDIT AND INSPECTION OF RECORDS

11.1 Audit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and

accounting records relative to all its activities under this Agreement. Authorized Federal, State or County representatives shall

have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring, assess-

ments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project staff and part-

icipants.

At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to

County, State or Federal officials for examination all of its records with respect to all matters covered by this Agreement and will

permit County, State or Federal officials to audit, examine and make excerpts or transcripts from such records, and to make

audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services, and other data

relating to all matters covered by this Agreement. If an audit is conducted, it will be done in accordance with generally accepted

government auditing standards as described in “Government Auditing Standards,” published for the United States General

Accountability Office or the institute of Internal Auditors International Standards for the Professional Practice of Internal

Auditing.

If any services performed hereunder are not in conformity with the specifications and requirements of this Agreement, County

shall have the right to require the Contractor to perform the services in conformity with said specifications and requirements at

no additional increase in total Agreement amount. When the services to be performed are of such nature that the difference

cannot be corrected, County shall have the right to (1) require Contractor immediately to take all necessary steps to ensure future

performance of the services in conformity with requirements of the Agreement, and (2) reduce the Agreement price to reflect the

reduced value of the services performed. In the event Contractor fails to perform the services promptly or to take necessary

steps to ensure future performance of the service in conformity with the specifications and requirements of the Agreement,

County shall have the right to either (1) by Agreement or to otherwise have the services performed in conformity with the

Agreement specifications and charge to Contractor any cost occasioned to County that is directly related to the performance of

such services, or (2) terminate this Agreement for default as provided in the Termination clause.

11.2 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or any

change or modification thereto, unless such pricing was based on adequate price competition, established catalog or market

prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the Contracting

Officer or his representatives who are employees of the County or its agent shall have the right to examine all books, records,

documents and other data of the Contractor related to the negotiation pricing or performance of such Agreement, change or

modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted.

11.3 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times, for

inspection, audit or reproduction, until the expiration of three (3) years from the date of final payment under this Agreement, or

by section 11.3.1 and 11.3.2, below:

11.3.1 If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made

available for a period of three (3) years from the date of any resulting final settlement.

11.3.2 Record which relate to appeals under the “Disputes” clause of this Agreement, or litigation or the settlement of claims

arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or claims have

been disposed of, or three years after Agreement completion, whichever is longer. County shall keep the materials

described above confidential unless otherwise required by law.

11.4 Subcontract. The Contractor shall insert a clause containing all the provisions of this Article 11 in all subcontract hereunder

except altered as necessary for proper identification of the Contracting parties and the Contracting officer under the County’s

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ARTICLE 12

INSPECTION OF SERVICE

12.1 Subject to Inspection. Consultant’s performance (including work, materials, supplies, equipment furnished or used and

workmanship related to the performance of this Contract) shall be subject to inspection and testing by County at all times

during the Term of this Contract. Consultant shall cooperate with any inspector assigned by the County to determine whether

Consultant’s performance conforms to the requirements of this Contract. County shall perform such inspection in a manner that

will not unduly interfere with Consultant’s performance.

12.2 Specification and Requirements. If any work performed by Consultant does not conform to the specifications and requirements

of this Contract, County may require Consultant to re-perform the work until it conforms to said specifications and

requirements, at no additional cost. County may withhold payment until Consultant correctly performs the work. When the

work to be performed is of such a nature that Consultant cannot correct its performance, County may require Consultant to

immediately take all necessary steps to ensure that future performance of the work conforms to the requirements of this

Contract; and to reduce the Maximum Compensation to reflect the reduced value of the work received by County. If

Consultant fails to promptly re-perform the work or to take necessary steps to ensure that future performance of the work

conforms to the specifications and requirements of this Contract, County may: a) without terminating this Contract, have the

work performed by another consultant or otherwise, in conformance with the specifications of this Contract. County may

charge Consultant, or withhold from payments due Consultant, any costs County incurs that are directly related to the

performance of such work; or b) terminate this Contract for default.

ARTICLE 13

USE OF DOCUMENTS AND REPORTS

13.1 Confidentiality. County and Contractor agree to maintain the confidentiality of and take industry appropriate and legally

required measures to prevent the unlawful disclosure of any information that is legally required to be kept confidential. Except as

otherwise allowed by local, State or federal law or regulation and pursuant to this Section 13.1, County and Contractor agree to

only disclose confidential records where the holder of the privilege, whether the County, the Contractor or a third party, provides

written permission authorizing the disclosure. Contractor understands that County must disclose certain records pursuant to the

California Public Records Act (“the Act”). If Contractor demands that County not disclose requested records Contractor believes

qualify for exception or exemption from disclosure pursuant to the Act, County will comply with Contractor’s demand if

Contractor identifies those records and the applicable exception(s) or exemption(s), in writing, within five (5) business days from

receipt of County’s notice to Contractor of the request for disclosure of records. If Contractor does not identify the records and

reason(s) that it deems some or all of the records to be confidential, County may disclose those records at its sole discretion.

Contractor agrees that its defense and indemnification obligations set forth in Section 10.1 of this Agreement extend to any

Claim (as defined in Section 10.1) against the County Parties (as defined in Section 10.1) for records the County withholds from

disclosure at Contractor’s direction. This Section 13.1 shall not prevent the County or its agents or any other governmental

entity from accessing the confidential records for the purpose of audits or program reviews if that access is legally permissible

under the applicable local, State or federal laws or regulations. Similarly, County or its agent or designee may take possession of

the record(s) where legally authorized to do so.

County may identify, for purposes of clarification, certain laws and regulations that are specifically applicable to Contractor’s

work under this Agreement. Those laws and regulations may be set forth in Exhibit A – Statement of Work. County, however, is

under no obligation to identify all applicable laws and regulations and assumes no liability for identifying confidentiality laws

and regulations, if any, applicable to the work under this Agreement.

13.2 Publication, Reproduction or Use of Materials. All reports, studies, information, data, statistics, forms, designs, plans,

procedures, systems, and any other materials produced under this Contract, whether in printed or “electronic” format, shall be the

sole and exclusive property of County. No materials produced in whole or in part under this Contract shall be subject to private

use, copyright or patent right without the express prior written consent of County. Consultant shall submit reports to County in

the form specified by County's Contract Representative or as may be specified elsewhere in this Contract. County may publish,

disclose, distribute and otherwise use, in whole or in part, any reports, data or any other materials prepared by Consultant under

this Contract.

13.3 Maintenance Of Records. Contractor shall maintain all records and make them available within San Diego County for a

minimum of three (3) years from the ending date of this Agreement unless County agrees in writing to an earlier disposition or

longer where legally required or while under dispute. Contractor shall provide any requested records to County within 48-hours

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ARTICLE 14

DISPUTES

Notwithstanding any provision of this Contract to the contrary, the Contracting Officer shall decide any dispute concerning a question

of fact arising out of this Contract that is not otherwise disposed of by the parties within a reasonable period of time. The decision of

the Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent,

capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. Consultant shall proceed diligently with its

performance hereunder pending resolution by the Contracting Officer of any such dispute. Nothing herein shall be construed as

granting the Contracting Officer or any other administrative official, representative or board authority to decide questions of law.

ARTICLE 15

DISENTANGLEMENT

15 General Obligations

At County’s discretion, Contractor shall accomplish a complete transition of the services as set forth in Exhibit A to this

Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) being terminated from

Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any interruption of

or adverse impact on the Disentangled Services or any other services provided by third parties. This process shall be referred to

as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and otherwise promptly take

all steps, including, but not limited to providing to County or any new service provider all requested information or

documentation, required to assist County in effecting a complete Disentanglement. Contractor shall provide all information or

documentation regarding the Disentangled Services or as otherwise needed for Disentanglement, including, but not limited to,

data conversion, client files, interface specifications, training staff assuming responsibility, and related professional services.

Contractor shall provide for the prompt and orderly conclusion of all work required under the Agreement, as County may direct,

including completion or partial completion of projects, documentation of work in process, and other measures to assure an

orderly transition to County or the County’s designee of the Disentangled Services. All Contractor work done as part of the

Disentanglement shall be performed by Contractor and will be reimbursed by the County at no more than Contractor’s costs, up

to the total amount of this Agreement. Contractor shall not receive any additional or different compensation for the work

otherwise required by the Agreement. Contractor’s obligation to provide the Services shall not cease until the earlier of the

following: 1) The Disentanglement is completed to the County’s reasonable satisfaction or 2) twelve (12) months after the

Expiration Date of the Agreement.

15.1 Disentanglement Process

The Disentanglement process shall begin on any of the following dates: (i) the date County notifies Contractor that no funds or

insufficient funds have been appropriated so that the Term shall be terminated pursuant to the Agreement, Article 7; (ii) the date

designated by County not earlier than sixty (60) days prior to the end of any initial or extended term that County has not elected

to extend pursuant to the Agreement’s, Signature Page, Contract Term; or (iii) the date any Termination Notice is delivered, if

County elects to terminate any or all of the Services pursuant to the Agreement, Article 7. Subject to Exhibit A Contractor’s

obligation to perform Disentangled Services, and County’s obligation to pay for Disentangled Services, shall expire: (A) when

funds appropriated for payment under this Agreement are exhausted, as provided in this Agreement, Article 7; (B) at the end of

the initial or extended term set forth in this Agreement’s, Signature Page, Contract Term; or (C) on the Termination Date,

pursuant to this Agreement, Article 7 (with the applicable date on which Contractor’s obligation to perform the Services expires

being referred to herein as the “Expiration Date”). Contractor and County shall discuss in good faith a plan for determining the

nature and extent of Contractor’s Disentanglement obligations and for the transfer of the Disentangled Services in process

provided, however, that Contractor’s obligation under this Agreement to provide all Disentangled Services shall not be lessened

in any respect.

15.2 Specific Obligations

The Disentanglement shall include the performance of the following specific obligations:

15.2.1 No Interruption or Adverse Impact

Contractor shall cooperate with County and all of the County’s other service providers to ensure a smooth transition at

the time of Disentanglement, with no interruption of Disentangled Services or other work required under the Agreement,

no adverse impact on the provision of Disentangled Services or other work required under the Agreement or County’s

activities, no interruption of any services provided by third parties, and no adverse impact on the provision of services

provided by third parties.

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Without limiting the obligations of Contractor pursuant to any other clause in Exhibit A herein, Contractor shall, subject

to the terms of any third-party contracts, procure at no charge to County any third-party authorizations necessary to grant

County the use and benefit of any third-party contracts between Contractor and third-party contractors used to provide

the Disentangled Services, pending their assignment to County. Similarly, at County’s direction, Contractor shall obtain

all legally necessary client consents or authorizations legally necessary to transfer client data to County or any new

service provider.

15.2.3 Return, Transfer and Removal of Assets

15.2.3.1 Contractor shall return to County all County furnished assets or assets pursuant to Paragraph 15.2.4.

15.2.3.2 County shall be entitled to purchase at net book value those Contractor assets used for the provision of

Disentangled Services to or for County, other than those assets expressly identified by the Parties as not being

subject to this provision. Contractor shall promptly remove from County’s premises, or the site of the work

being performed by Contractor for County, any Contractor assets that County, or its designee, chooses not to

purchase under this provision.

15.2.4 Transfer of Leases, Licenses, and Contracts

Contractor, at its expense, shall convey or assign to County or its designee such fully-paid leases, licenses, and other

contracts used by Contractor, County, or any other Person in connection with the Disentangled Services, as County may

select, when such leases, licenses, and other contracts have no other use by Contractor. Contractor’s obligation described

herein, shall include Contractor’s performance of all obligations under such leases, licenses, and other contracts to be

performed by it with respect to periods prior to the date of conveyance or assignment and Contractor shall reimburse

County for any losses resulting from any claim that Contractor did not perform any such obligations.

15.2.5 Delivery of Documentation

Contractor shall deliver to County or its designee, at County’s request, all documentation and data related to County,

including, but not limited to, the County Data and client files, held by Contractor, and Contractor shall destroy all copies

thereof not turned over to County, all at no charge to County. Notwithstanding the foregoing, Contractor may retain one

(1) copy of the documentation and data, excluding County Data, for archival purposes or warranty support.

15.3 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this

Agreement which the County requests to be kept as confidential shall not be made available to any individual or organization by

the Contractor without the prior written approval of the County.

15.4 Publication, Reproduction or Use of Materials. No material produced, in whole or in part, under this Agreement shall be subject

to copyright in the United States or in any other country. The County shall have unrestricted authority to publish, disclose,

distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. All reports,

data and other materials prepared under this Agreement shall be the property of the County upon completion of this Agreement.

ARTICLE 16

GENERAL PROVISIONS

16.1. Assignment. Consultant shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by

assignment or novation), without the prior written consent of the County, which consent shall not be unreasonably withheld.

16.2. Contingency. This Contract shall bind County only when approved by the Board of Supervisors or when signed by the Director

of Purchasing and Contracting.

16.3. Entire Contract. This Contract, together with all exhibits attached hereto and other Contracts expressly referred to herein,

constitute the entire Contract between the parties with respect to the subject matter contained herein. All prior or

contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any

proposals from Consultant and requests for proposals from County, are superseded by this Contract.

16.4. Exhibits. All exhibits referred to herein are attached hereto and incorporated by reference.

16.5. Further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and

instruments as may be reasonably required to carry out the provisions of this Contract and the intentions of the parties.

16.6. Governing Law. This Contract shall be governed, interpreted, construed and enforced in accordance with the laws of the State of

California and any action brought relating to this Contract shall be held exclusively in a state court in the County of San Diego,

State of California.






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16.7. Headings. The Article captions and Section headings used in this Contract are inserted for convenience only and are not

intended to define, limit or affect the construction or interpretation of any term or provision hereof.

16.8. Modification and Waiver. Except as otherwise provided in Article 6, “Changes,” no modification, waiver, amendment or

discharge of this Contract shall be valid unless the same is in writing and signed by both parties.

16.9. Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this Contract or

played the greater role in preparing subsequent drafts, neither party shall be deemed to be the drafter of this Contract. In

construing this Contract, no provision shall be construed in favor of one party on the ground that the provision was drafted by the

other party.

16.10. No Other Inducement. The making, execution and delivery of this Contract by the parties hereto has not been induced by any

representations, statements, warranties or agreements other than those expressed herein.

16.11. Notices. Notices required or allowed to be given under this Contract shall be in writing and either personally delivered or

sent by certified mail, postage prepaid, return receipt requested, addressed to the party to be notified at the address specified

herein. Any such notice shall be deemed received on the date of personal delivery to the party (or such party’s authorized

representative) or three business days after deposit in the U.S. Mail. All notices to County shall be sent to the COR at the

address specified in subsection 5.1. All notices to Consultant shall be sent to Consultant’s Representative at the address

specified in subsection 5.2. Either party may change the name and address of the person to receive notices for that party by

providing written notice of the change to the other party.

16.12. Severability. If any term, provision, covenant or condition of this Contract is held to be wholly or partially invalid, void or

otherwise unenforceable by a court of competent jurisdiction, the remainder of this Contract shall not be affected thereby, and

every other term, provision, covenant or condition of this Contract shall be valid and enforceable to the fullest extent

permitted by law.

16.13. Successors. Subject to the limitations on assignment set forth in subsection 16.1 above, all terms of this Contract shall be

binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives,

successors, and assigns.

16.14. Time. Time is of the essence of each provision of this Contract.

16.15. Time Period Computation. All periods of time referred to in this Contract shall include all Saturdays, Sundays and state or

national holidays, unless the period of time specifies business days. If the date or last date to perform any act or give any

notice or approval falls on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or

given on the next succeeding day which is not a Saturday, Sunday or state or national holiday.

16.16. Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this

Contract, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Delay by

any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision,

covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the

same or any similar breach or failure.

16.17. Corporation in Good Standing. If Consultant is a California corporation, Consultant warrants that it is a corporation in good

standing and is currently authorized to do business in California.

16.18. Sections that Survive Termination. The following sections or articles shall survive the termination of this Contract: sections

8.7, 8.8, 10.1, 11.2 and Articles 7 and 13.

ARTICLE 17

FEDERAL CONTRACT PROVISIONS

17.1 Federal Contract Provisions. The Contractor may from time to time be tasked with work funded by the federal government.

As a condition of the receipt of this funding, the federal government frequently requires the County and its contractors to

abide by requirements specified in funding agreements and program conditions. If the Contractor performs work funded in

whole or in part by the federal government, Contractor agrees to be bound by any applicable federal requirements. Typical

federal requirements which the Consultant may be required to comply with include but are not limited to those attached as

Exhibit D, “FHWA Contract Provisions” and, if applicable to federally funded work tasked to Consultant, are incorporated

herein by this reference. Additional federal requirements not identified in Exhibit D may be included in federal funding

agreements or other documents attached to Task Orders issued to the Consultant. To the extent there is a conflict between the

provisions of this Agreement and any applicable federal requirements, the applicable federal requirements shall control.






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17.2 Disadvantaged Business Enterprise (DBE) Participation. County has established a Disadvantaged Business Enterprise (DBE)

participation goal of 16% for this contract. For each task order Consultant shall execute LAPM Exhibit 10-O2 “Consultant

Contract DBE Information” form. Consultant shall deliver completed LAPM Exhibit 10-O2 to the COR at time of approval

of each task order. Upon completion of each project task order, Consultant shall execute LAPM Exhibit 17-F “Final Report

of Utilization of Disadvantaged Businesses”. Consultant shall deliver completed LAPM Exhibit 17-F to the COR prior to

COR approval of final payment for the completed task order. Consultant shall include a compilation of DBE utilization from

these individual task orders in the LAPM Exhibit 17-F required at termination of the master contract. These forms are

contained in Exhibit E, Federal Forms/Information of this contract.

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SIGNATURE PAGE

IN WITNESS WHEREOF, County and Consultant have executed this Contract effective as of the date first set forth above

COUNTY OF SAN DIEGO [CONSULTANT’S NAME]

By: ___________________________________ By: __________________________________

JOHN M. PELLEGRINO, Director

Department of Purchasing and Contracting

_____________________________________

Date: _______________________________ Print Name

_____________________________________

Print Title

Date: _______________________________

[Note: if Consultant is a Calif. corp., need proof (resolution from corp.’s board, etc.) that person who signs contract is authorized to

sign, or need one signature from each of the following two groups:

1. Executive Group: President, Vice-president or Chairman of Board; and

2. Management Group: Secretary, Assistant Secretary, Assistant Treasurer or Chief Financial Officer. (Corp. Code § 313.)]





SECTION C – SAMPLE CONTRACT

EXHIBIT A – STATEMENT OF WORK

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1. PURPOSE:

The purpose of this Scope of Services is to describe professional engineering services required to support the County

of San Diego Department of Public Works (County) on an as-needed basis on FHWA funded projects. The projects

may include, but not limited to 5th Street Bridge, 13

th Street Bridge, Buckman Springs Road Bridge, Bridge

Preventative Maintenance, Cole Grade Road Bridge, Country Club Road Bridge, Lawson Valley Road Bridge (west),

Live Oak Park Road Bridge, Pamo Road Bridge, Quarry Road Bridge, Sycamore Drive Bridge, Bradley Avenue

Interchange and Road Widening, Rancho Santa Fe Roundabouts, and Future Active Transportation, Highway Safety

Improvements Program, Community Development Black Grant, and Highway Bridge Program Projects.

2. GENERAL:

The County requires engineering services on an as-needed basis related to Capital Improvement Program (CIP)

FHWA funded projects.

Tasks may entail the preparation of construction plans and details, specification and engineer’s cost estimates

(PS&E), various design documents, technical reports, engineering calculations and analysis, third party reviews of

calculations and PS&E, and construction support services.

Projects may include, but not limited to, designs for improvements to roadways, bridges, flood control structures,

traffic signals, water pollution control facilities, water and wastewater facilities, topographical maps, and other

engineering and land surveying projects as required.

3. TASKS TO BE PERFORMED:

Consultants may be tasked with research and analysis, preparation of various reports and studies as preliminary

engineering reports, traffic impact studies, drainage studies (hydrology and hydraulic analysis), reports on real

property rights and requirements (road right of way, slope and drainage, utility, open space and temporary

construction easements, prescriptive and prior rights, etc.).

Tasks may also include the preparation of maps and construction plans such as real property maps (identifying

existing and proposed road right of way, slope and drainage, utility, open space and temporary construction

easements, tec.), environmental impact maps (Project Impact Area (PIA) or Area of Potential Effects (APE)), storm

water pollution prevention plans and/or water pollution control plans, traffic control plans, traffic and construction

phasing/staging plans, traffic striping and signage plans, landscaping and irrigation plans, and general and/or detailed

structure plans.

Consultants may also be tasked with the preparation of the contract specifications, quantity calculations, construction

cost estimates, detailed quality calculations, unit costs justifications, and general support related to project

management, engineering design and land surveying.

4. CONSULTANT RESPONSIBILITY:

Consultant shall provide a project design team including licensed engineers, project managers, and land surveyors (as

required). The Consultant shall provide a professional staff knowledgeable and proficient in the use of current

versions of Autodesk Land Desktop, Civil Design, Raster Design, Survey and latest version of Civil 3D for the

preparation of engineering designs, construction details and plans. The consultant project design team shall also be

knowledgeable in and proficient in the application and use of Caltrans Standard Specifications, Caltrans Standard

Plans, San Diego Area Regional Standard Drawings, County of San Diego Public Road Standards, Drainage Design

Manual, County of San Diego Private Road Standard, and/or any other Local Agency Manuals applicable for the use

in the preparation of plans, specifications and cost estimates (PS&E) for CIP projects.

5. COMPENSATION:






EXHIBIT A – STATEMENT OF WORK

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The Consultant and County will negotiate the scopa and fees for each task order on a project-by-project basis using

the negotiated hourly billing rates specified in the agreement. The consultant shall develop a specific scope of services

for each task order subject to review and approval by the County.

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EXHIBIT A – STATEMENT OF WORK ATTACHMENT 1 – TASK ORDER PROCESS

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1. Department will provide a copy of the task order form and Statement of Work to the Contractor/Consultant as

services or materials are needed, see Attachment 2 - Sample Task Order Form.

2. Contractor/Consultant will respond with quote or proposal based upon the task order request.

3. Requestor will submit the original task order form along with the Contractor’s/Consultant’s quote or proposal,

any additional pertinent information, and any required supplemental forms to the Contracting Officer’s

Representative (COR).

4. COR will review documents to ensure the task requested is in compliance with contract scope, limits, DVBE

requirements, etc., and includes all required supplemental forms.

5. If task requested complies with contract terms & conditions and scope, COR will enter a release in Oracle for

the work and provide notice to contractor to proceed with work.

HELPFUL REMINDERS WHEN ISSUING TASK ORDERS

A task order form and statement of work are required for every request of Contractor/Consultant.

For work determined to be Public Works, Minor Labor Forms are required when service or installation is

involved. http://insite.sdcounty.ca.gov/csg/pc/Documents/p-card_release_of_liability_form_minor.pdf

When required, DVBE Forms are to be used in accordance with Board Policy B-39a as stated on the sample

task order form.

http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_a.pdf

http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_b.pdf

http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_c.pdf

When required, DOT assisted projects require all Contractors/Consultants to complete Disadvantaged

Business Enterprise (DBE) Forms.

Task orders are subject to review by Purchasing & Contracting, which may be conducted at any time during

the duration of the contract.

http://insite.sdcounty.ca.gov/csg/pc/Documents/p-card_release_of_liability_form_minor.pdf

http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_a.pdf

http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_b.pdf

http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_c.pdf






EXHIBIT A – STATEMENT OF WORK – ATTACHMENT 2 – SAMPLE TASK ORDER FORM

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SERVICES TASK ORDER

COUNTY OF SAN DIEGO DEPARTMENT OF PUBLIC WORKS 5510 Overland Avenue, Suite 410

San Diego, CA 92123

CONSULTANT/ CONTRACTOR: CONTRACT NO:_____________________ REQUEST DATE: CONTRACT DATE:___________________ TASK ORDER NO:__________________________ PROJECT NO:________________________ Description of the Complete Scope of Services: ______________________________________________________ Check One: ___Standard Priority ____High Priority

Board Policy B‐39a requires DVBE participation of 3% for all Service procurements that are not exempt from the DVBE requirement, and are estimated (by the County) to exceed one million dollars annually. In the case of indefinite delivery/indefinite quantity Service contracts (also referred to as As‐Needed Services Contracts), the 3% DVBE participation will be applied to the value of each individual task order. DVBE documentation shall be submitted with the response to each individual task order. DVBE participation is always encouraged, but not required for task orders less than one million. DOT assisted projects require all Contractors/Consultants to complete Disadvantaged Business Enterprise (DBE) Forms. Total Cost of Task Order Services: $___________ Check One: ____Firm Price ____Not to Exceed Estimate Other services required to complete this project: _____________________________________________________ Contractor shall provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services described in this Task Order. Contractor shall accept $_______________ as full payment for the provision of these services and shall complete these services by ______________.

DISTRIBUTION: COR (Original) Contractor Project Manager Fiscal Unit Attached: DVBE and/or DBE Submittal Forms

CONTRACTOR: By: _____________________________ Date: _____________ Printed Name & Title: _________________________________

PROJECT MANAGEMENT Chief, Project Management Division (or other appropriate title) By: _____________________________ Date:_____________ Printed Name & Title: _________________________________

FISCAL

By: _____________________________ Date: _____________ Printed Name & Title: _________________________________

COR, Contracting Officer’s Representative

By: _____________________________ Date: _____________

Printed Name & Title: _________________________________






EXHIBIT B – INSURANCE AND BONDING REQUIREMENTS

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INSURANCE REQUIREMENTS FOR CONTRACTORS

Without limiting Contractor’s indemnification obligations to County, Contractor shall provide at its sole expense and maintain for the

duration of this contract, or as may be further required herein, insurance against claims for injuries to persons or damages to property

which may arise from or in connection with the performance of the work hereunder and the results of the work by the Contractor, his

agents, representatives, employees or subcontractors.

1. Minimum Scope of Insurance

Coverage shall be at least as broad as:

A. Commercial General Liability, Occurrence form, Insurance Services Office form CG0001.

B. Automobile Liability covering all owned, non owned, hired auto Insurance Services Office form CA0001.

C. Workers’ Compensation, as required by State of California and Employer’s Liability Insurance.

D. Professional Liability (Errors & Omissions) required if Contractor Provides or engages in any type of professional services,

including but not limited to medical professional, counseling services or legal services.

2. Minimum Limits of Insurance

Contractor shall maintain limits no less than:

A. Commercial General Liability including Premises, Operations, Products and Completed Operations, Contractual Liability, and

Independent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The

General Aggregate limit shall be $2,000,000.

B. Automobile Liability: $1,000,000 each accident for bodily injury and property damage.

C. Employer’s Liability: $1,000,000 each accident for bodily injury or disease. Coverage shall include waiver of subrogation

endorsement in favor of County of San Diego.

D. Professional Liability (Errors & Omissions): $2,000,000 per occurrence or claim with an aggregate limit of not less than

$4,000,000. This coverage shall be maintained for a minimum of three years following termination or completion of

Contractor’s work pursuant to the Contract.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be

entitled to the broader coverage and/or higher limits maintained by the Contractor. As a requirement of this contract, any available

insurance proceeds in excess of the specified minimum limits and coverage stated above, shall also be available to the County of San

Diego.

3. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by County Risk Management. At the option of the County,

either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the County, the members of the

Board of Supervisors of the County and the officers, agents, employees and volunteers; or the Contractor shall provide a financial

guarantee satisfactory to the County guaranteeing payment of losses and related investigations, claim administration, and defense

expenses.

4. Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

A. Additional Insured Endorsement

The County of San Diego, the members of the Board of Supervisors of the County and the officers, agents, employees and

volunteers of the County, individually and collectively are to be covered as additional insureds on the General Liability policy

with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials,

parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed

by or on behalf of the Contractor. General Liability coverage can be provided in the form of an endorsement to the

Contractor’s insurance (at least as broad as ISO from CG 2010 11 85 or both CG 2010, CG 2026, CG 2033, or CG 2038; and

CG 2037 forms if later revisions used).

B. Primary Insurance Endorsement







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For any claims related to this project, the Contractor’s insurance coverage, including any excess liability policies, shall be

primary insurance at least as broad as ISO CG 2001 04 13 as respects the County, the members of the Board of Supervisors of

the County and the officers, agents, employees and volunteers of the County, individually and collectively. Any insurance or

self-insurance maintained by the County, its officers, employees, or volunteers shall be excess of the Contractor’s insurance

and shall not contribute with it.

C. Notice of Cancellation

Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the County.

D. Severability of Interest Clause

Coverage applies separately to each insured, except with respect to the limits of liability, and that an act or omission by one of

the named insureds shall not reduce or avoid coverage to the other named insureds.

General Provisions

5. Qualifying Insurers

All required policies of insurance shall be issued by companies which have been approved to do business in the State of California by

the State Department of Insurance, and which hold a current policy holder’s alphabetic and financial size category rating of not less

than A, VII according to the current Best’s Key Rating guide, or a company of equal financial stability that is approved in writing by

County Risk Management.

6. Evidence of Insurance

Prior to commencement of this Contract, but in no event later than the effective date of the Contract, Contractor shall furnish the

County with a copy of the policy declaration and endorsement pages along with the certificates of insurance and amendatory

endorsements effecting coverage required by this clause. Policy declaration and endorsement pages shall be included with renewal

certificates and amendatory endorsements submissions and shall be furnished to County within thirty days of the expiration of the

term of any required policy. Contractor shall permit County at all reasonable times to inspect any required policies of insurance.

7. Failure to Obtain or Maintain Insurance; County’s Remedies

Contractor’s failure to provide insurance specified or failure to furnish certificates of insurance and amendatory endorsements or

failure to make premium payments required by such insurance shall constitute a material breach of the Contract, and County may, at

its option, terminate the Contract for any such default by Contractor.

8. No Limitation of Obligations

The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any

approval of said insurance by the County are not intended to and shall not in any manner limit or qualify the liabilities and obligations

otherwise assumed by Contractor pursuant to the Contract, including, but not limited to, the provisions concerning indemnification.

9. Review of Coverage

County retains the right at any time to review the coverage, form and amount of insurance required herein and may require Contractor

to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection against the kind and extent of

risk which exists at the time a change in insurance is required.

10. Self-Insurance

Contractor may, with the prior written consent of County Risk Management, fulfill some or all of the insurance requirements

contained in this Contract under a plan of self-insurance. Contractor shall only be permitted to utilize such self-insurance if in the

opinion of County Risk Management, Contractor’s (i) net worth, and (ii) reserves for payment of claims of liability against Contractor,

are sufficient to adequately compensate for the lack of other insurance coverage required by this Contract. Contractor’s utilization of

self-insurance shall not in any way limit liabilities assumed by Contractor under the Contract.

11. Claims Made Coverage

If coverage is written on a “claims made” basis, the Certificate of Insurance shall clearly so state. In addition to the coverage

requirements specified above, such policy shall provide that:

A. The policy retroactive date coincides with or precedes Contractor’s commencement of work under the Contract (including

subsequent policies purchased as renewals or replacements).







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B. Contractor will make every effort to maintain similar insurance during the required extended period of coverage following

expiration of the Contact.

C. If insurance is terminated for any reason, Contractor shall purchase an extended reporting provision of at least three years to

report claims arising in connection with the Contract.

D. The policy allows for reporting of circumstances or incidents that might give rise to future claims.

12. Subcontractors’ Insurance

Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and

Contractor shall ensure that County is an additional insured on insurance required from subcontractors. Such Additional Insured

endorsement shall be attached to the certificate of insurance in order to be valid and on a form at least as broad as ISO from CG 2010

11 85 or both CG 2010, CG 2026, CG 2033, or CG 2038; and CG 2037 forms if later revisions used. If any sub contractor’s coverage

does not comply with the foregoing provisions, Contractor shall defend and indemnify the County from any damage, loss, cost, or

expense, including attorneys’ fees, incurred by County as a result of subcontractor’s failure to maintain required coverage.

13. Waiver of Subrogation

Contractor hereby grants to County a waiver of their rights of subrogation which any insurer of Contractor may acquire against

County by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver

of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the County for all work

performed by the Contractor, its employees, agents and subcontractors.

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SECTION C – EXHIBIT C – PRICING SCHEDULE

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FINAL TO BE INSERTED AT TIME OF CONTRACT EXECUTION

BILLING RATES

Billing statements submitted to County by Consultant for consultant services and expenses shall comply with the requirements

set forth in this Exhibit C.

BILLING RATE ADJUSTMENTS

Additional classifications, equipment, and billing rates may be approved at the discretion of the Contracting Officer’s Technical

Representative (COR) responsible for administering the project.

OVERTIME

Overtime hours must be authorized in advance by the COR.

PROFESSIONAL REGISTRATION

Senior Land Surveyor, Senior Civil Engineer, Land Surveyor and Civil Engineer rates require professionally registered

individuals.

EQUIPMENT

Unless otherwise authorized by COR, all normal and customary support equipment necessary to provide required services under

this agreement shall be provided by Consultant and no additional compensation shall be allowed. Equipment rentals, when

approved by the COR in advance, may be reimbursed at Consultants’ cost only.

PREVAILING WAGE RATES

When authorized work is required on positions requiring prevailing wage rates, consultant shall pay those affected employees of

consultant the rates required by determinations established by State of California Department of Industrial Relations pursuant to

Prevailing Wage Determinations for San Diego County (SDI series).






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PAYMENT TERMS

Task Orders Total dollar amount of all Task Orders issued per contract year shall not exceed $1,000,000.

Time and Material Basis for Compensation The County hereby agrees to pay Consultant, as full compensation for Consultant’s services, hourly rates and other expenses, if any, as specified in Exhibit C.

Billing Rate Adjustment With exception of prevailing wages, billing rates for services and other authorized expenses may be adjusted on the first Contract anniversary date and annually thereafter to rates that are fair and reasonable, by mutual agreement between the County and Consultant. Adjustments to billing rates shall apply to new work or services only unless billing rates are for a prevailing wage rate that is subject to change in accordance with 16 Cal. Code Regs. § 16204(b) pertaining to double asterisk rates or a similar federal requirement for federally funded work in which event the prevailing wage rate shall be adjusted on the date it becomes effective. Unless otherwise approved by County in writing or for double asterisk type State or Federal prevailing wages, revised billing rates shall not be applicable to work or services for which fees have previously been negotiated and authorized by Task Order.

Fixed Fee for Deliverables Tasks identified in the Scope of Services or by Task Order as being compensated for based on a fixed fee for a deliverable shall be paid by the County on the basis of percentage completion, or, at the election of the Contracting Officer’s Representative (COR), on the basis of submittal completion for discrete task components or short duration tasks. Percentage Completion One month after the commencement of work on the task, and at the expiration of each month thereafter, Consultant shall certify the percentage of completion of said task on a form acceptable to the Contracting Officer. A partial payment computed by multiplying the fixed fee for the task assigned by this percentage shall then become due and payable; provided, however, that no more than ninety percent (90%) of the total fee for the task is paid during the performance of the task.

Submittal Completion No more than ninety percent (90%) of the total fee for a series of discreet tasks that constitute a single deliverable shall be paid to Consultant prior to the satisfactory delivery of the work product. Prompt Payment for Vendors and Subconsultants

1. Unless otherwise set forth in 4.2.3 “Conditions Prerequisite To Payments” of the contract, Consultant shall promptly

pay its vendors and subconsultant(s) for satisfactory performance under its subcontract(s) to this Agreement. Such prompt payment shall be no later than thirty (30) days after Consultant receives payment for such services from County and shall be paid out of such amounts as are paid to Consultant under this Agreement.

2. Consultant shall include a payment clause conforming to the standards set forth in (1) above, each of its subcontracts,

and shall require each of its subconsultants to include such a clause in their subcontracts with each lower-tier subconsultant or supplier.

3. If Consultant, after submitting a claim for payment to County but before making a payment to a vendor or

subconsultant for the goods or performance covered by the claim, discovers that all or a portion of the payment otherwise due such vendor or subconsultant is subject to withholding from the vendor or subconsultant in accordance with the vendor or subcontract agreement, then the Consultant shall:






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3.1 Furnish to the vendor or subconsultant and the COR within three (3) business days of withholding funds from its vendor or subconsultant a notice stating the amount to be withheld, the specific causes for the withholding under the terms of the subcontract or vendor agreement; and the remedial actions to be taken by the vendor or subconsultant in order to receive payment of the amounts withheld.

3.2 Consultant shall reduce the subconsultant’s progress payment by an amount not to exceed the amount specified

in the notice of withholding furnished under paragraph 3.1 and Consultant may not claim from the County this amount until its subconsultant has cured the cause of Consultant withholding funds;

3.3 Upon the vendor’s or subconsultant’s cure of the cause of withholding funds, Consultant shall pay the vendor or

subconsultant as soon as practicable, and in no circumstances later than ten (10) days after the Consultant claims and receives such funds from County.

3.4 Consultant shall not claim from County all of or that portion of a payment otherwise due to a vendor or

subconsultant that Consultant is withholding from the vendor or subconsultant in accordance with the subcontract agreement where Consultant withholds the money before submitting a claim to County. Consultant shall provide its vendor or subconsultant and the COR with the notice set forth in Paragraph 3.1 and shall follow Paragraph 3.3 when vendor or subconsultant cures the cause of Consultant withholding its vendors or subconsultant’s funds.

Overpayments If Consultant becomes aware of a duplicate contract financing or invoice payment or that County has otherwise overpaid on a contract financing or invoice payment, Consultant shall immediately notify the COR and request instructions for disposition of the overpayment.






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CONSULTANT BILLING GUIDELINES

These Guidelines shall apply to services provided on both a “Time and Material” and “Fixed Price” basis. For

all services authorized on a “Time and Material” basis, Consultant shall submit detailed documentation with

each billing statement (i.e. invoice) that fully supports the request for payment. For “Fixed Price” services,

Consultant shall submit all required supporting documentation with each billing statement when directed by the

County. Bills less than $500 should be carried over to the subsequent month, unless being submitted as the last

and final bill for the project.

When required by these Guidelines, requests for County authorization for payment of specific expenses shall be

submitted to the Contracting Officer’s Technical Representative (COR) for approval. Only those expenses

authorized in advance in writing by the COR shall be subject to reimbursement by County.

A. Time Charges

Time charges must be set forth in increments of one tenth (0.10) of an hour. The time entered must be the

actual time expended on each function. Block billing, which groups functions together, must not be used,

unless the total time incurred is one half (0.50) of an hour or less. County will not accept nor pay for

standardized (“flat rate”) charges.

B. Activity Descriptions

Generic and general activity descriptions are not acceptable and will not be reimbursed in the absence of further

information. All activities must be identified in detail in the billing statement. The test is whether someone not

familiar with the Consultant's billing practices can determine exactly what professional or technical service was

provided and can assess the appropriateness of the related time charge. For example, when billing for attending

a meeting, specifically describe the parties and purpose of the meeting. All correspondence, contracts and other

documents reviewed must be distinctly identified.

Examples: Incorrect Correct

Attended Meeting. Attended meeting with County Project Manager on 8/15/07 to

discuss groundwater monitoring report.

C. Task Identification and Budget Accounting

All billing statements (i.e. invoices) must identify the County Contract Number, Project Description, and, as

applicable, the identifying number or description for the Task Order, Change or line item in the Statement of

Work. All billing statements must show a breakdown of the total bill that includes: (i) the total amount billed

for the task for that month, and (ii) the amount remaining for that task in the project budget or, where

applicable, the Task Order or Change. Consultant shall not submit billings for any task that will cause the total

amount billed for that task to exceed the amount shown in the then-current project budget or, where applicable,

amount appropriated for the Task Order or Change, unless and until Consultant shall have submitted and the

County Contracting Official has obtained a revised budget of appropriation which raises the total amount which

may be billed for such task.

D. Rates

Allowable billing rates for services performed by Consultant and/or any subconsultant retained by Consultant

are set forth in Exhibit B, “Itemization Schedule" to the contract. Contract “Itemization Schedule” billing rates

may be renegotiated annually on the first anniversary date of this contract. If negotiated, adjusted rates become

effective upon written approval by the Contracting Officer. Adjusted rates shall apply only to Task Orders or






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Changes authorized subsequent to the date of adjustment or subsequent work performed on tasks authorized for

completion on a Time & Material basis in the Statement of Work. Unless otherwise authorized by the

Contracting Officer in writing, adjusted rates shall not apply to any work for which a fixed price has been

negotiated and authorized. Consultant may not unilaterally increase any of the rates set forth in Exhibit B

attached.

E. Clerical / Secretarial / Administrative Functions

County only pays for authorized professional/technical services. County does not pay for clerical services,

secretarial, or administrative functions, such as word processing, filing or indexing. These support functions are

considered to be included within the allowable billing rates for authorized professional/technical services. Time

or expenses incurred in preparing proposals, billing statements (i.e. invoices), or negotiating billing questions

are also non-compensable.

F. Duplicative Billing

County normally pays for only one consultant to accomplish any task. County will not pay for any consultant

redoing the work of another consultant or for duplicative entries for reviewing and analyzing documentation

unless County authorizes such work. If for any reason, Consultant replaces a team member, the cost associated

with the education of the new team member will be the responsibility of the Consultant.

G. Reimbursement of Allowable Expenses

When specifically authorized as a reimbursable component within the compensation terms of the project

Statement of Work, Task Order or Change, County shall reimburse Consultant only for actual, necessary, and

reasonable out-of-pocket expenses in accordance with County guidelines set forth below. An itemized

breakdown of actual expenses must be provided to County at the time billing statements (i.e. invoices) are

submitted to County. All expenses must be claimed for reimbursement at cost and must not include mark-ups.

Allowable routine expenses incurred should be paid directly by the consultant and then claimed for

reimbursement. All expenses submitted for reimbursement must be fully described. County does not accept

any “miscellaneous” or “incidental” expensed items. County may require supporting documentation for any

claimed reimbursable expenses.

The guidelines listed below shall be followed with regard to specific expense items:

1. Standard Photocopies

County does not pay for standard in-house photocopying nor does County pay for hourly wages

associated with in-house photocopying. In-house photocopying is included within normal overhead.

2. Report Production, Oversized Documents and Large Copy Projects

When report production, duplication of oversized documents or large copy projects are required for a

particular task, these costs should be specifically identified in the project budget or, where

applicable, Task Order or Change. County will reimburse Consultant for the actual cost of in-

house or outside photocopy services for report production, duplication of oversized documents and

large copy projects.

3. Local/Long Distance Vehicle Travel






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Disallowed

Travel time and vehicle mileage will not be reimbursed for travel to or from locations outside

San Diego County unless authorized by the County.

Travel time and vehicle mileage between Consultant’s residence and the project site, County

offices or Consultant office will not be reimbursed.

County will not reimburse cost of travel, taxi, or rental vehicle during Consultant’s stay in

San Diego County unless it is specifically related to providing services to the County and

authorized by the County.

Allowed

Travel time and vehicle mileage for trips between Consultant office, County offices, project

sites and other work locations, will be reimbursed only as authorized by the County.

Travel time and vehicle mileage between two or more County project sites will be

reimbursed.

Actual time that services are performed for County on a County project site may be invoiced.

Travel time will be reimbursed at the agreed upon allowable billing rates. No reimbursement

will be allowed for company owned vehicles. Vehicle mileage for private vehicles will be

reimbursed at the current IRS mileage reimbursement rate (January 1, 2017 = 53.5 cents per

mile). In the event the IRS changes the reimbursement rate for mileage, the County will adjust

its rate of reimbursement to equal the IRS Standard Mileage Rate.

4. Rental Vehicles

Rental vehicles are not a reimbursable expense unless specifically authorized by County. A rental

vehicle may be used by consultant based outside San Diego County upon arrival in San Diego when

the use of Consultants' company owned vehicles, public transportation or taxi is not practical. Only

commercial agencies may be used. Reimbursement will be made at actual cost for the daily rental

fee for a mid-size or smaller vehicle, plus reimbursement for reasonable fuel costs. Refueling costs

charged by rental agencies are not reimbursable. For travel of more than a few days in duration,

weekly rental rates will be reimbursed if they will result in a lower total cost than the daily rate.

Rental car must be turned in promptly. Additional daily charges will not be reimbursed.

The operator (Consultant) of a vehicle must possess a valid operator's license. The operator is

personally responsible for any fines and/or penalties resulting from citations, charges, or warrants

attributable to operator negligence. Such fines and/or penalties shall not be a reimbursable expense.

Insurance

Consultant assumes all risks and expenses associated with obtaining insurance deemed necessary

when using a rental car. Cost of such insurance or damage to rental vehicles is not reimbursable.

Miscellaneous Ground Transportation When a hotel, motel, or other service facility provides courtesy transportation, the Consultant is

encouraged to use their service.

A Consultant from outside of San Diego County will be reimbursed for a taxi, bus and other forms

of public transportation between Consultant's residence or place of employment to the airport and






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back provided this cost is less expensive than daily parking rates at the airport. Consultant should

utilize parking facilities (e.g. Park & Fly) located outside the airport if this cost is less expensive

than airport parking facilities.

5. Air Travel

Air travel will be reimbursed at economy or coach class fares. The actual receipt from the airline

ticket must be submitted for reimbursement. Air travel arrangements shall be made by Consultant as

early as possible to minimize fares.

Reimbursement for commercial airline travel shall include the actual expense or cost for the least

expensive logical fare via the most direct route, or a reasonable alternative route if it results in lower

fare. Consultants may not utilize a particular airline to accumulate mileage or promotional plans,

such as frequent flyer programs, if it results in a higher airfare.

6. Hotels/Lodging

For non-federally funded task orders, a Consultant from outside of San Diego County, when required

in support of County projects, will be reimbursed for hotel accommodations in San Diego.

Reimbursement shall be limited to actual room charges, plus taxes, for hotel accommodations in San

Diego County, not to exceed the approved government rate specified in San Diego County Code of

Administrative Ordinances ($162 per night Jan 1 through July 31; $149 per night at all other times;

approved rates include all taxes). Proof of actual room charges must be submitted for

reimbursement. Lodging costs are not reimbursable for local travel.

For Federal Highway Administration (FHWA) funded task orders, and per the County of San

Diego’s Master Agreement with Caltrans, the County must ensure travel related costs paid to

consultants for hotels/lodging are not to exceed the California Department of Human Resources

rates. Actual lodging expense supported by receipt, are up to $125 per night, plus tax.

7. Meals

County will not provide reimbursement for the expense of food or drink incurred in connection with

the services provided pursuant to this Agreement unless reimbursement is specifically authorized in

advance by County.

For non-federally funded task orders, when authorized by County, Consultant traveling from outside

of San Diego County will be reimbursed for meals and incidentals, including tax and gratuity, at

rates not to exceed the following:

Breakfast $15.00

Lunch $16.00

Dinner $28.00

Incidentals $ 5.00






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Meals and Incidentals for one day $64.00

For Federal Highway Administration (FHWA) funded task orders, and per the County of San

Diego’s Master Agreement with Caltrans, the County must ensure travel related costs paid to

consultants for meals and incidentals are not to exceed the California Department of Human

Resources rates. Actual meals and incidentals, supported by receipt, are:

Breakfast $7.00

Lunch $11.00

Dinner $23.00

Incidentals $5.00

Meals and Incidentals for one day $46.00

8. Telephone

Actual long distance telephone charges directly related to the services provided to County will be

reimbursed. The billing statement must indicate the date of the telephone call, the telephone number

called, the nature of the call, and the total cost.

9. Facsimile Charges

Facsimile charges, with the exception of actually incurred long distance telephone charges, are

considered part of normal overhead and will not be accepted for reimbursement.

10. Messenger/Courier/Delivery/Express/Overnight Mail Services

Use of expedited delivery services is discouraged and will be reimbursed at cost only if its use is

determined to be absolutely necessary or requested by County.

11. Database/Data Entry/Document Imaging Charges

Prior approval must be obtained from County before incurring any charges for the preparation,

maintenance, data entry, imaging, programming and document input (including imaging charges) of

file material to a database or document management system. If approved, County will pay for the

cost of these tasks at an agreed upon clerical rate. County will only pay higher technical or

professional rates for the actual professional time spent determining the documents to be entered,

how documents are categorized or summarizing documents, as appropriate.

12. Additional Non-reimbursable Expenses

County will not reimburse the following costs as these expenses are considered part of normal

overhead:

a) Clerical or secretarial salaries or overtime compensation;

b) Word processing charges;

c) Office supplies;

d) Postage;

e) Entertainment or personal expenses;

f) Commuting expense to or from work for firm personnel;

g) Heating, air conditioning, utility charges;

h) In-house conference room charges;






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i) Computer usage;

j) Software usage.

Other expenses, when authorized in advance in writing by County’s Contracting Official, may be billed at

Consultant's cost only. These billing guidelines reflect allowable reimbursements as stipulated within the San

Diego County Code of Administrative Ordinances.





SECTION C – EXHIBIT D – FHWA CONTRACT PROVISIONSE

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MANDATORY PROVISIONS 1. Performance Period A. This contract shall go into effect on the date signed by the County of San Diego Department of Purchasing

and Contracting, contingent upon approval by COUNTY, and CONSULTANT shall commence work after notification to proceed by COUNTY’S Contract Administrator. The contract shall end on XXXXXX xx, 20XX, unless extended by contract amendment.

B. CONSULTANT is advised that any recommendation for contract award is not binding on COUNTY until the

contract is fully executed and approved by COUNTY. C. The period of performance for each specific project shall be in accordance with the Task Order for that

project. If work on a Task Order is in progress on the expiration date of this contract, the terms of the contract shall be extended by contract amendment.

2. Allowable Costs and Payments A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in CONSULTANTs Cost

Proposal (Attachment 1). The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Contract.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are

in the cost proposal and identified in the cost proposal and in the executed Task Order. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by COUNTY, COUNTY will prepare a draft

Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a COUNTY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both COUNTY and CONSULTANT.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both

of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the

approved Cost Proposal. G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior

written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and

actual costs incurred. I. CONSULTANT shall not commence performance of work or services until this contract has been approved

by COUNTY, and notification to proceed has been issued by COUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this contract.

J. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of

COUNTY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by COUNTY.






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K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by COUNTY’S Contract Administrator of itemized invoices in triplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this contract number, project title and Task Order number. Credits due COUNTY that include any equipment purchased under Provision 8 “Equipment Purchase” of this contract, must be reimbursed by CONSULTANT prior to the expiration or termination of this contract. Invoices shall be mailed to COUNTY’s Contract Administrator at the following address:

COUNTY of SAN DIEGO/ XXXXXXX XXXXXXXXXXXXXXXXXXXXXXXX San Diego, CA 92123 L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No

Task Order will be written which extends beyond the expiration date of this Contract. M. The total amount payable by COUNTY for an individual Task Order shall not exceed the amount agreed to in

the Task Order, unless authorized by contract amendment. N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task

Order, no payment will be made until the deliverable has been satisfactorily completed. O. Task Orders may not be used to amend this Agreement and may not exceed the scope of work under this

Agreement. P. The total amount payable by COUNTY for all Task Orders resulting from this contract shall not exceed $

(5,000,000). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders.

3. Termination

A. COUNTY reserves the right to terminate this contract upon thirty (30) calendar days written notice to CONSULTANT with the reasons for termination stated in the notice.

B. COUNTY may terminate this contract with CONSULTANT should CONSULTANT fail to perform the

covenants herein contained at the time and in the manner herein provided. In the event of such termination, COUNTY may proceed with the work in any manner deemed proper by COUNTY. If COUNTY terminates this contract with CONSULTANT, COUNTY shall pay CONSULTANT the sum due to CONSULTANT under this contract prior to termination, unless the cost of completion to COUNTY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due CONSULTANT under this contract and the balance, if any, shall be paid to CONSULTANT upon demand.

C. The maximum amount for which the Government shall be liable if this contract is terminated is the amount

authorized for payment for work completed under the respective task order(s) issued under the contract, and subject to the provisions of paragraph B of this provision.

4. Cost Principles and Administrative Requirements A. CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition

Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items.

B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform

Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.






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C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to

be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to COUNTY.

5. Retention of Records/Audit For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code

of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; CONSULTANT, subconsultants, and COUNTY shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, State Auditor, COUNTY, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of CONSULTANT and it’s certified public accountants (CPA) work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested.

6. Audit Review Procedures A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not

disposed of by agreement, shall be reviewed by COUNTY’S Chief Financial Officer. B. Not later than 30 days after issuance of the final audit report, CONSULTANT may request a review by

COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by COUNTY will excuse CONSULTANT from full and

timely performance, in accordance with the terms of this contract. D. CONSULTANT and subconsultant contracts, including cost proposals and ICR, are subject to audits or

reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The contract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by COUNTY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs.

E. CONSULTANT Cost Proposal is subject to a CPA ICR Audit Work Paper Review by Caltrans’ Audit and

Investigation (Caltrans). Caltrans, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the COUNTY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the contract terms and cause for termination of the contract and disallowance of prior reimbursed costs.

1. During a Caltrans’ review of the ICR audit work papers created by the CONSULTANT’s independent

CPA, Caltrans will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely






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manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, COUNTY will reimburse the CONSULTANT at a provisional ICR until a FAR compliant ICR {e.g. 48 CFR, part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials Audit Guide; and other applicable procedures and guidelines is received and approved by A&I. Provisional rates will be as follows:

a. If the proposed rate is less than 150% - the provisional rate reimbursed will be 90% of the

proposed rate. b. If the proposed rate is between 150% and 200% - the provisional rate will be 5% of the proposed

rate. c. If the proposed rate is greater than 200% - the provisional rate will be 75% of the proposed rate.

2. If Caltrans is unable to issue a cognizant letter per paragraph E.1. above, Caltrans may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. Caltrans will then have up to six (60 months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this Section E, or if Caltrans is still unable to

issue a cognizant approval letter after the revised independent CPA- audited ICR is submitted, overhead cost reimbursement will be limited to the provisional ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this contract.

4. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred:

(1) Caltrans approves or rejects the original or revised independent CPA-audited ICR; (2) all work under this contract has been completed to the satisfaction of COUNTY; and, (3) Caltrans has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICETO COUNTY no later than 60 days after occurrence of the last of these items.

The provisional ICR will apply to this contract and all other contracts executed between COUNTY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. 7. Subcontracting A. Nothing contained in this contract or otherwise, shall create any contractual relation between COUNTY and

any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to COUNTY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from COUNTY’S obligation to make payments to the CONSULTANT.

B. CONSULTANT shall perform the work contemplated with resources available within its own organization and

no portion of the work pertinent to this contract shall be subcontracted without written authorization by COUNTY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal.

C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made

to CONSULTANT by COUNTY. D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions

stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by COUNTY’s Contract Administrator prior to

the start of work by the subconsultant(s).






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8. Equipment Purchase A. Prior authorization in writing, by COUNTY’s Contract Administrator shall be required before CONSULTANT

enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service or consulting work not covered in CONSULTANT’s Cost Proposal and

exceeding $5,000 prior authorization by COUNTY’s Contract Administrator; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified.

C. Any equipment purchased as a result of this contract is subject to the following: “CONSULTANT shall

maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, COUNTY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, CONSULTANT may either keep the equipment and credit COUNTY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established COUNTY procedures; and credit COUNTY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by COUNTY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by COUNTY.” 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project.

9. State Prevailing Wage Rates A. CONSULTANT shall comply with the State of California’s General Prevailing Wage Rate requirements in

accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work.

B. Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction

or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Article.

C. When prevailing wages apply to the services described in the scope of work, transportation and

subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov.

10. Conflict of Interest A. CONSULTANT shall disclose any financial, business, or other relationship with COUNTY that may have an

impact upon the outcome of this contract, or any ensuing COUNTY construction project. CONSULTANT shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing COUNTY construction project, which will follow.

B. CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business

interest that would conflict with the performance of services under this contract. C. CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with CONSULTANT will bid

on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise.

http://www.dir.ca.gov/






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D. Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract.

11. Rebates, Kickbacks or Other Unlawful Consideration CONSULTANT warrants that this contract was not obtained or secured through rebates kickbacks or other

unlawful consideration, either promised or paid to any COUNTY employee. For breach or violation of this warranty, COUNTY shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

12. Prohibition of Expending Local Agency, State or Federal Funds For Lobbying A. CONSULTANT certifies to the best of his or her knowledge and belief that: 1. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of

CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

2. If any funds 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; CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

B. 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.

C. CONSULTANT also agrees by signing this document that he or she shall require that the language of this

certification be included in all lower-tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly.

13. Statement of Compliance

A. CONSULTANT’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103.

B. During the performance of this Contract, Consultant and its subconsultants shall not unlawfully discriminate,

harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et






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seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted

programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

D. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with

Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including employment practices when the Agreement covers a program whose goal is employment.

14. Debarment and Suspension Certification A. CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of perjury under the

laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to COUNTY.

B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in

determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action.

C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services

Administration are to be determined by the Federal highway Administration. MISCELLANEOUS PROVISIONS 15. Change in Terms A. This contract may be amended or modified only by mutual written agreement of the parties. B. Consultant shall only commence work covered by an amendment after the amendment is executed and

notification to proceed has been provided by County’s Contract Administrator. C. There shall be no change in Consultant’s Project Manager or members of the project team, as listed in the

approved Cost Proposal, which is a part of this contract without prior written approval by County’s Contract Administrator.

16. Disadvantaged Business Enterprise (DBE) Participation






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A. This contract is subject to 49 CFR, Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal.

B. The goal for DBE participation for this contract is 16%. Participation by DBE consultant or subconsultants

shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-O1), or in the Consultant Contract DBE Information (Exhibit 10-O2) attached hereto and incorporated as part of the Contract. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the

performance of contracts financed in whole or in part with federal funds. CONSULTANT or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as COUNTY deems appropriate.

D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from COUNTY and only for the reasons

specified in 49 CFR 26.53(f). Prior to requesting COUNTY consent for the termination, CONSULTANT must meet the procedural requirements specified in 49 CFR 26.53(f).

F. DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the

contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors.

G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or

project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its

contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

I. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into

with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

J. Upon completion of the Contract, a summary of these records shall be prepared and submitted on the form

entitled, “Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants” CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by CONSULTANT or CONSULTANT’s authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to CONSULTANT when a satisfactory “Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants” is submitted to the Contract Administrator.






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K. If a DBE subconsultant is decertified during the life of the contract, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Contract, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to COUNTY’s Contract Administrator within 30 days.

17. Disputes A. Any dispute, other than audit, concerning a question of fact arising under this contract that is not disposed of

by agreement shall be decided by a committee consisting of County’s Contract Administrator and (Department Head or Official), who may consider written or verbal information submitted by Consultant.

B. Not later than 30 days after completion of all deliverables necessary to complete the plans, specifications and

estimate, CONSULTANT may request review by COUNTY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and

timely performance in accordance with the terms of this contract. 18. Inspection of Work

Consultant and any subconsultant shall permit County, the state, and the FHWA if federal participating funds are used in this contract; to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis.

19. Safety A. Consultant shall comply with OSHA regulations applicable to Consultant regarding necessary safety

equipment or procedures. Consultant shall comply with safety instructions issued by County Safety Officer and other County representatives. Consultant personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Section 591 of the Vehicle Code, County has determined that such

areas are within the limits of the project and are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article. D. Consultant must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in

California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper.

20. Ownership of Data

A. Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this contract will automatically be vested in County; and no further agreement will be necessary to transfer ownership to County. Consultant shall furnish County all necessary copies of data needed to complete the review and approval process.

B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the project for which this contract has been entered into.

C. Consultant is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by County of the machine-readable information and data provided by Consultant under this contract; further, Consultant is not liable for claims, liabilities, or losses arising out of, or connected with any use by






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County of the project documentation on other projects for additions to this project, or for the completion of this project by others, except only such use as may be authorized in writing by Consultant.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27, Subpart 27.3 – Patent Rights under Government Contracts for federal-aid contracts).

E. County may permit copyrighting reports or other agreement products. If copyrights are permitted; the agreement shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

F. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article.

21. Confidentiality of Data

A. All financial, statistical, personal, technical, or other data and information relative to the County’s operations,

which are designated confidential by the County and made available to the Consultant in order to carry out this contract, shall be protected by the Consultant from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by County relating to the contract,

shall not authorize Consultant to further disclose such information, or disseminate the same on any other occasion.

C. Consultant shall not comment publicly to the press or any other media regarding the contract or County’s

actions on the same, except to County’s staff, Consultant’s own personnel involved in the performance of this contract, at public hearings or in response to questions from a Legislative committee.

D. Consultant shall not issue any news release or public relations item of any nature, whatsoever, regarding

work performed or to be performed under this contract without prior review of the contents thereof by the County, and receipt of the County’s written permission.

E. Any subcontract entered into as a result of the contract shall contain all of the provisions of this Article. F. All information related to the construction estimate is confidential, and shall not be disclosed by Consultant to

any entity other than the County. 22. National Labor Relations Board Certification In accordance with Public Contract Code Section 10296, Consultant hereby states under penalty of perjury that

no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board.

23. Evaluation of Consultant Consultant’s performance will be evaluated by County. A copy of the evaluation will be sent to Consultant for

comments. The evaluation together with the comments shall be retained as part of the contract record. 24. Contingent Fee Consultant warrants, by execution of this contract that no person or selling agency has been employed, or

retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by Consultant for the purpose of securing business. For breach or violation of this warranty, County has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.






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25. Claims Filed By Local Agency’s Construction Contractor

A. If claims are filed by County’s construction contractor relating to work performed by Consultant’s personnel, and additional information or assistance from Consultant’s personnel is required in order to evaluate or defend against such claims; Consultant agrees to make its personnel available for consultation with County’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. Consultant’s personnel that County considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from County. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for Consultant’s personnel services under this contract.

C. Services of Consultant’s personnel in connection with County’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this contract in order to resolve the construction claims.

D. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article.

26. Retention of Funds

A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section.

B. No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultants and subconsultants.

27. Notification

All notices hereunder and communications regarding interpretation of the terms of this contract and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: CONSULTANT: XXXXXXXXXXX. XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXXXX LOCAL AGENCY: County of San Diego XXXXXXXXXXX XXXXXXXXXXX San Diego, CA 92123






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TITLE VI ASSURANCES (From LAPM Exhibit 4-C, Appendix A to Exhibit B) During the performance of this Agreement, ADMINISTERING AGENCY, for itself, its assignees and successors in interest (hereinafter collectively referred to as ADMINISTERING AGENCY) agrees as follows: (1) Compliance with Regulations: ADMINISTERING AGENCY shall comply with the regulations relative to

nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.

(2) Nondiscrimination: ADMINISTERING AGENCY, with regard to the work performed by it during the AGREEMENT,

shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. ADMINISTERING AGENCY shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the agreement covers a program set forth in Appendix B of the REGULATIONS.

(3) Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by

competitive bidding or negotiation made by ADMINISTERING AGENCY for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by ADMINISTERING AGENCY of the ADMINISTERING AGENCY's obligations under this Agreement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.

(4) Information and Reports: ADMINISTERING AGENCY shall provide all information and reports required by the

REGULATIONS, or directives issued pursuant thereto, and shall permit access to ADMINISTERING AGENCY's books, records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of ADMINISTERING AGENCY is in the

exclusive possession of another who fails or refuses to furnish this information, ADMINISTERING AGENCY shall so certify to STATE or the FHWA as appropriate, and shall set forth what efforts ADMINISTERING AGENCY has made to obtain the information.

(5) Sanctions for Noncompliance: In the event of ADMINISTERING AGENCY's noncompliance with the

nondiscrimination provisions of this agreement, STATE shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

(a) withholding of payments to ADMINISTERING AGENCY under the Agreement within a reasonable period of

time, not to exceed 90 days; and/or

(b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: ADMINISTERING AGENCY shall include the provisions of paragraphs (1) through (6)

in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. ADMINISTERING AGENCY shall take such action with respect to any sub-agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event ADMINISTERING AGENCY becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, ADMINISTERING AGENCY may request STATE enter into such litigation to protect the interests of STATE, and, in addition, ADMINISTERING AGENCY may request the United States to enter into such litigation to protect the interests of the United States.






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FEMA CONTRACT PROVISIONS Contractor shall, as a condition of this contract, and for the duration of the contract and any extension of the contract or surviving conditions contained therein as required by the County, be in compliance with the following stipulated conditions and federal provisions:

a. Compliance with Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,'' as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60).

b. Compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of

Labor regulations (29 CFR Part 3). c. Compliance with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of

Labor regulations (29 CFR Part 5). d. Compliance with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.

327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). e. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, discoveries

and inventions, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of the County. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of the County. County shall have

unrestricted authority to publish, disclose, distribute and otherwise use, copyright or patent, in whole or in

part, any such reports, studies, data, statistics, forms, discoveries or inventions, or other materials or properties produced under this Agreement.

f. Contractor shall grant unrestricted access to the County, the Federal grantor agency, the Comptroller

General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to this specific contract for the purpose of making audit, examination, excerpts, and transcriptions.

g. Contractor shall retain all required records for a minimum of three years after County makes final

payments under terms of this contract and after all other pending matters concerning this contract or services provided are closed.

h. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean

Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).

i. Compliance to mandatory standards and policies relating to energy efficiency which are contained in the

state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

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