professional services agreement - granicus

PROFESSIONAL SERVICES AGREEMENT

R.E.Y. Engineers, Inc. Public Works Contractor/Consultant

Department

Professional Engineering Services Capital Improvement Program Description

Division

January 15, 2020 through December 31, 2021 Bridge Preventative Maintenance Program Agreement Term

Project

1200-1907 $308,849 12000010 9025 Agreement Number

Amount Org. Key Object Code

THIS AGREEMENT is made and entered into by and between the County of Calaveras, a political

subdivision of the State of California (hereinafter referred to as “County”), and R.E.Y. Engineers, Inc.

(hereinafter referred to as “Consultant”). County and Consultant shall collectively be referred to as “Parties.”

WHEREAS, County, through its Public Works Department – Capital Improvement Program, is

responsible for providing engineering design plans and specifications for the Department’s Bridge

Preventative Maintenance Program; and

WHEREAS, County is authorized by Government Code §23004 to enter into Agreements as necessary

for the exercise of its powers; and

WHEREAS, Consultant has represented to County that it has the necessary training, experience,

expertise, and competency to provide the services, goods, and materials that are described in this

Agreement, and that it will do so in a manner consistent with County’s goals; and

WHEREAS, in the judgment of County, it is necessary and desirable to employ Consultant to perform

the described services; and

NOW, THEREFORE, County and Consultant agree as follows:

1. DESCRIPTION OF SERVICES

1.1. Consultant shall furnish all facilities, equipment, personnel, labor, and materials (hereinafter

referred to as “Work” or “Services”) necessary to provide the services described in Exhibit A:

Description of Services attached hereto and incorporated herein by this reference, and within

the times or by the dates provided for in Exhibit A: Description of Services. These services are

funded, in whole or in part, by federal-aid programs and are subject to supplemental program

agreements to Administering Agency-State Agreement for Federal Project No. 10-5930. As

such, the performance of the Work must conditionally comply with all the supplemental terms

and provisions for federal-aid projects included as Exhibit C: Supplemental Provisions. To the

extent that any term or provision of this Agreement conflicts with a term or provision included

in Exhibit C: Supplemental Provisions, the term or provision of Exhibit C: Supplemental

1200-1907 R.E.Y. Engineers, Inc. of 67

Provisions shall govern.

1.2. Cooperation with County: Consultant shall cooperate with County and County staff in the

performance of all work under this Agreement.

1.3. Performance Standard: Consultant shall perform these services with care, skill, and diligence,

in accordance with the applicable professional standards currently recognized by each

profession and shall comply with all applicable Federal, State, and Local laws, ordinances,

codes, and regulations in performing its services. This includes compliance with California

prevailing wage rates, certified payrolls, and payment in accordance with California Labor

Code, Section 1775. Consultant shall perform all work under this Agreement in a manner

consistent with the level of competency and standard of care normally observed by a person

practicing in Consultant’s profession. County has relied upon the professional ability and

training of Consultant as a material inducement to enter into this Agreement. Consultant agrees

to provide all services under this Agreement in accord with generally accepted professional

practices and standards of care, as well as the requirements of applicable federal, state and

local laws, it being understood that acceptance of Consultant’s work by County shall not

operate as a waiver or release. If County determines that any of Consultant’s work is not in

accord with such level of competency and standard of care, County, in its sole discretion, shall

have the right to do any or all of the following: (a) require Consultant to meet with County to

review the quality of the work and resolve matters of concern; (b) require Consultant to repeat

the work at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant

to the provisions of Section 7; or (d) pursue any and all other remedies at law or in equity.

1.4. Assigned Personnel:

1.4.1. Consultant shall assign only competent personnel to perform the work under this

Agreement. In the event that at any time County, in its sole discretion, desires the

removal of any person or persons assigned by Consultant to perform the work under

this Agreement, Consultant shall remove such person or persons immediately upon

receiving written notice from County.

1.4.2. Any and all persons identified in this Agreement or any Exhibit hereto as the project

manager, project team, or other professional performing the work under this Agreement

are deemed by County to be key personnel whose services were a material inducement

to County to enter into this Agreement, and without whose services County would not

have entered into this Agreement, Consultant shall not remove, replace, substitute, or

otherwise change any key personnel without the prior written consent of County.

1.4.3. In the event that any of Consultant’s personnel assigned to perform services under this

Agreement become unavailable due to resignation, sickness or other factors outside

of Consultant’s control, Consultant shall be responsible for timely provision of

adequately qualified replacements.


2. COMPENSATION

2.1. Total Compensation: For the services described in Section 1 above, and subject to the

condition that the specified task has been completed as set forth in Section 1.3 above,

Consultant shall be compensated at the rates as set forth in Exhibit B: Budget, attached hereto

and incorporated herein by this reference provided, however, the total amount of compensation

to be paid Consultant for the services described in Section 1 shall not exceed three hundred-

eight thousand eight hundred forty-nine dollars ($308,849).

2.2. Separate Accounting: To the extent that Consultant is performing other projects for the

County at other locations and pursuant to other Agreements, the Consultant shall maintain

complete and separate accounting for each project. Invoices for compensation and

reimbursement shall be similarly separated.

2.3. Expense Reimbursement: Consultant shall not be entitled to reimbursement for any expenses

other than those described in Section 1 above and as identified in Exhibit B: Budget.

No funds paid to Consultant through this Agreement shall be utilized to compensate employees

of Consultant for overtime or compensatory time off, except to the extent that Consultant is

required to pay for overtime or compensatory time off pursuant to the Fair Labor Standards Act

of 1938, 29 USC Section 201 et seq., or applicable State law.

If federal funds are expended under this Agreement, costs claimed under this Agreement are

subject to the following federal publication (current publications are available online and can

be found at www.whitehouse.gov/omb/circulars/): Uniform Guidance: 2 CFR 200, Uniform

Administrative Requirements, Cost Principles, and Audit Requirements.

2.4. Overpayment: If County overpays Consultant for any reason, Consultant agrees to return the

amount of such overpayment to County or at County’s option, permit County to offset the

amount of overpayment against future payments owed to Consultant under this Agreement or

any other Agreement.

3. TERM

3.1. Term: The term of this Agreement shall be effective beginning January 15, 2020 through

December 31, 2021 unless terminated earlier as set forth in Section 7: Termination and

Severability. The term of this Agreement may only be extended upon written mutual consent

of both parties as set forth in Section 26: Amendment.

3.2. Deliverables: All deliverables and products of this Agreement shall be completed and

submitted to the County as set forth in Exhibit A: Description of Services.

4. BILLING AND PAYMENT

4.1. Billing: Not more frequently than monthly, Consultant shall submit invoices to County, no later

than the tenth (10th) of the month for the preceding month. If requested by the County, the

Consultant shall provide any further documentation it has or can reasonably generate to verify

the compensation and reimbursement sought by the Consultant. Consultant shall submit to


County a written invoice. Invoicing shall be consistent with Exhibit B: Budget.

Within 10 business days of receipt of the Consultant’s detailed invoice, the County Contract

Manager shall review invoices for acceptance to which the County Contract Manager shall

immediately notify Consultant of any discrepancies. Consultant and the County Contract

Manger shall work in good faith to resolve such discrepancies within 10 business days after

notification. Should a discrepancy result in a partial rejection of any item(s) invoiced, the

Consultant shall submit a revised invoice for payment.

All invoices shall include:

4.1.1. A monthly total and itemization of all costs by budget line item, arranged in the same

order as the approved budget;

4.1.2. A simplified worksheet that explains how salary charges on invoices were calculated

and list employees by name, position, location, and amount charged; and

4.1.3. Copies of invoices submitted to Consultant from sub-consultants if sub-consultants

utilized.

4.2. Consultant shall submit all invoices to [email protected] or via hard copy to the

following address:

County of Calaveras

Department of Public Works

Attention: Accounts Payable

891 Mountain Ranch Road

San Andreas, CA 95249

4.3. Payment: Unless otherwise stated in this Agreement, upon submittal of an invoice as set forth in

Section 4.1. above, payment shall be within thirty (30) days of receipt of Consultant’s invoices

provided Consultant submits complete invoices. Payment shall only be made upon the

satisfactory completion of the services as determined by the County. Payment to Consultant shall

be withheld should Consultant fail to comply with any requirements set forth in this Agreement.

5. REPRESENTATIVES AND NOTICE

5.1. Designation: Each party shall designate an officer, employee or other authorized

representative to act on that party’s behalf with respect to the work. This representative shall

be available during working hours and as often as may be required to render decisions and to

furnish information in a timely manner. Each party has the right to change its representative at

any time; provided, however, that a party wishing to change its designated representative shall

endeavor to notify the other party in writing not less than ten (10) calendar days before making

any such change. At the time this Agreement is executed, the parties’ designated

representatives shall be as follows:

County Contract Manager: Joshua Pack

Director of Public Works


mailto:[email protected]

Consultant: James Fisher

Principal

5.2. Address: All notices shall be deemed to have been given when made in writing and delivered

or mailed to the respective representatives of County and Consultant at their respective

address as follows:

Consultant: R.E.Y. Engineers, Inc.

Attention: Aaron Brusatori

905 Sutter Street, Suite 200

Folsom, CA 95630

County: County of Calaveras

Department of Public Works

Attention: Director

891 Mountain Ranch Road

San Andreas, CA 95249

Any party may change the address to which such communications are to be given by providing

the other parties with written notice of such change at least fifteen (15) calendar days prior to

the effective date of the change.

5.3. Effective Date: All notices shall be effective upon receipt and shall be deemed received

through delivery if personally served, or on the fifth (5th) day following deposit in the mail if sent

by first class mail.

6. CONDITION SUBSEQUENT/NON-APPROPRIATION OF FUNDING

The services and compensation received by County and Consultant pursuant to this Agreement are

based on the continued receipt of funding for this purpose. In the event that funding is terminated, in whole

or in part, for any reason, this Agreement and all obligations of the parties arising from this Agreement may

be terminated. County agrees to inform Consultant no later than ten (10) calendar days after receiving

notification that funding will be terminated and provide the final date for which funding will be available.

Under these circumstances, all billing or other claims for compensation or reimbursement by Consultant

arising out of performance of this Agreement must be submitted to County within ten (10) calendar days of

the final date for which funding is available.

7. TERMINATION AND SEVERABILITY

7.1. Should either party fail to substantially perform its obligations in accordance with this

Agreement, the other party may notify the breaching party of such breach in writing, describe

the breach, and demand that it be cured within 15 calendar days of receipt if the breach is not

cured within 15 calendar days of the notice of breach (or any such longer period as may be

specified in the notice or otherwise agreed to by the parties), the party that gave notice of

breach may unilaterally terminate this Agreement by sending the breaching party notice of

termination. The date of termination in this event shall be 30 calendar days after the notice of


termination. A party’s exercise of the notice and termination rights authorized by this Section

shall in no way operate as a waiver or forfeiture of the party’s right to seek and recover damages

from the breaching party for the breach of this Agreement.

7.2. For any other reason other than a breach or failure to perform (which are discussed in the

subsection above), either party may unilaterally terminate this Agreement for any reason at any

time during its term, by giving 30 calendar days advanced written notice to the other party. The

date of termination for this purpose shall be 30 calendar days after notice of termination.

8. INDEMNIFICATION

With respect to its operations, other than the performance of professional services, Consultant agrees

to indemnify, hold harmless and defend County, with counsel selected in reasonable consultation with

County, the County Indemnitees, from and against any third party damages, liabilities, judgments,

settlements, costs, claims, demands, actions, suits, losses, and expenses (including reasonable and

necessary attorneys' fees, legal costs and expenses recoverable under applicable law) arising out of the

death or bodily injury to any person or destruction or damage to any property, to the extent caused by

Consultant's negligent acts, errors or omissions or willful misconduct in the performance of services under

this Agreement and anyone for whom Consultant is legally liable.

With respect to the performance of professional services, Consultant agrees to indemnify, hold

harmless, and defend County and its officers, officials, employees, and volunteers (collectively, the “County

Indemnitees”), from and against liability for damages to the extent the damages arise out of, pertain to, or

relate to the Consultant’s negligence, recklessness, errors or omissions, or willful misconduct in the

performance of services under this Agreement, except such loss or damage caused by the negligence or

willful misconduct of the County. In no event shall the cost to defend charged to Consultant exceed

Consultant’s proportionate percentage of fault, as provided in Civil Code Section 2782.8(a) and (e).

9. INSURANCE REQUIREMENTS

Consultant shall procure and maintain for the duration of the Agreement 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 by the Consultant, its agents, representatives, or employees. Coverage shall be at least

as broad as:

9.1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering

CGL on an “occurrence” basis, including products and completed operations, property damage,

bodily injury and personal & advertising injury with limits no less than $1,000,000 per

occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply

separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall

be twice the required occurrence limit.

9.2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1

(any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit

no less than $1,000,000 per accident for bodily injury and property damage.


9.3. Workers’ Compensation: Insurance as required by the State of California, with Statutory

Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for

bodily injury or disease. (Not required if Consultant provides written verification it has no

employees.) 9.4. Professional Liability: (Errors and Omissions) Insurance appropriate to the Consultant’s

profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

9.5. If the Consultant 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 Consultant. Any available insurance proceeds in excess of the specified

minimum limits of insurance and coverage shall be available to the County.

9.6. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to

contain, the following provisions:

9.6.1. Additional Insured Status: The County, its officers, officials, employees, and

volunteers are to be covered as additional insureds on the CGL policy with respect

to liability arising out of work or operations performed by or on behalf of the Consultant

including materials, parts, or equipment furnished in connection with such work or

operations. General liability coverage can be provided in the form of an endorsement

to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both

CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions

used).

9.6.2. Primary Coverage: For any claims related to this Agreement, the Consultant’s

insurance coverage shall be primary with coverage at least as broad as ISO CG 20

01 04 13 as respects the County, its officers, officials, employees, and volunteers. Any

insurance or self-insurance maintained by the County, its officers, officials, employees,

or volunteers shall be excess of the Consultant’s insurance and shall not contribute

with it.

9.6.3. Notice of Cancellation: Each insurance policy required above shall state that

coverage shall not be canceled, except with notice to the County.

9.6.4. Waiver of Subrogation: Consultant hereby grants to County a waiver of any right to

subrogation which any insurer of said Consultant may acquire against the County by

virtue of the payment of any loss under such insurance. Consultant agrees to obtain

any endorsement that may be necessary to affect this waiver of subrogation, but this

provision applies regardless of whether or not the County has received a waiver of

subrogation endorsement from the insurer.

9.6.5. Self-Insured Retentions: Self-insured retentions must be declared to and approved

by the County. The County may require the Consultant to provide proof of ability to pay

losses and related investigations, claim administration, and defense expenses within


the retention. The policy language shall provide, or be endorsed to provide, that the

self-insured retention may be satisfied by either the named insured or County.

9.6.6. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M.

Best’s rating of no less than A:VII, unless otherwise acceptable to the County.

9.6.7. Claims Made Policies: If any of the required policies provide coverage on a claims-

made basis:

9.6.7.1. The Retroactive Date must be shown and must be before the date of the

contract or the beginning of contract work.

9.6.7.2. Insurance must be maintained and evidence of insurance must be provided

for at least five (5) years after completion of the contract of work.

9.6.7.3. If coverage is canceled or non-renewed, and not replaced with another

claims-made policy form with a Retroactive Date prior to the contract

effective date, the Consultant must purchase “extended reporting” coverage

for a minimum of five (5) years after completion of contract work.

9.6.8. Verification of Coverage: Consultant shall furnish the County with original certificates

and amendatory endorsements or copies of the applicable policy language effecting

coverage required by this clause. All certificates and endorsements are to be received

and approved by the County before work commences. However, failure to obtain the

required documents prior to the work beginning shall not waive the Consultant’s

obligation to provide them. The County reserves the right to require complete, certified

copies of all required insurance policies, including endorsements required by these

specifications, at any time.

9.6.9. Sub-consultants: Consultant shall require and verify that all sub-consultants maintain

insurance meeting all the requirements stated herein, and Consultant shall ensure that

County is an additional insured on insurance required from sub-consultants.

9.6.10. Retentions: Retentions must be declared to, and are subject to the approval of, the

County’s Director of Risk Management.

9.6.11. Special Risks or Circumstances: County reserves the right to modify these

requirements, including limits, based on the nature of the risk, prior experience, insurer,

coverage, or other special circumstances.

10. RECORDS EXAMINATION AND AUDIT REQUIREMENTS

10.1. 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, sub-consultants, 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.

10.2. All records, documents, general correspondence, and electronic files (CAD files), relating to

the project in possession of the Consultant shall be delivered to the County upon completion

of the task.

10.3. Consultant shall not be liable for any modifications to documents prepared by Consultant which

are made without Consultant’s advice after delivery of such documents to County, nor shall

Consultant be liable for their use by County without Consultant’s consent in projects other than

the Work performed pursuant to this Agreement.

11. ETHICS AND STANDARDS OF CONDUCT

Consultant agrees to adhere to ethical standards. Consultant agrees to written policies and procedures

that ensure compliance with ethical standards of conduct.

Every reasonable course of action shall be taken by Consultant in order to maintain the integrity of the

expenditure of public funds to avoid favoritism and questionable or improper conduct. Consultant must

attest that he or she has not been convicted of fraud or misappropriation of funds.

Furthermore, this Agreement shall be administered in an impartial manner, free from efforts to gain

personal, financial, or political gain. Consultant shall not solicit or accept money or any other consideration

with a view toward securing a contract or securing favorable treatment with respect to the awarding,

amending, or performing of this Agreement. County, by written notice to Consultant, may terminate this

Agreement if it is found that gratuities were offered or given by Consultant with a view toward securing a

contract or securing favorable treatment with respect to the awarding, amending, or performing of this

Agreement, provided that the existence of the facts upon which the County makes such findings may be

reviewed in any competent court.

In the event this Agreement is terminated as provided in the paragraph above, County shall be entitled

to pursue the same remedies against Consultant as it could pursue in the event of the breach of the

Agreement by Consultant, and as a predetermined amount of liquidated damages in addition to any other

damages to which it may be entitled by law, to exemplary damages in an amount which shall be not less

than three times the cost incurred by County in providing such gratuities to any such officer or employee.

12. NON-DISCRIMINATION IN SERVICES AND BENEFITS

Consultant certifies that any service provided pursuant to this Agreement shall be without discrimination

based on color, race, creed, national origin, religion, sex, age, sexual preferences, or physical or mental


disability in accordance with all applicable Federal, State and County laws and regulations and any

administrative directives established by the County Board of Supervisors or the County Administrative

Officer. For the purpose of this Agreement, distinctions on the grounds of color, race, creed, national origin,

religion, sex, age, sexual preferences, or physical or mental disability include but are not limited to the

following: denying a participant any service or benefit which is different, or is provided in a different manner

or at a different time from that provided to other participants under this Agreement; subjecting a participant

to segregation or separate treatment in any way in the enjoyment or any advantage or privilege enjoyed by

others receiving any service or benefit; treating a participant differently from others in determining whether

the participant has satisfied any admission, enrollment quota, eligibility, membership, or other requirement

or condition which individuals must meet in order to be provided any service or benefit; and the assignment

of times or places for the provision of services.

13. NONDISCRIMINATION IN EMPLOYMENT

Consultant shall comply with all applicable federal, state, and local anti-discrimination laws, regulations,

and ordinances and shall not unlawfully discriminate, deny family care leave, harass, or allow harassment

against any employee, applicant for employment, employee or agent of Consultant or recipient of services

contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status,

color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age

(over 40), medical condition (including HIV and AIDS), or physical or mental disability.

14. LICENSE AND PERMITS

Consultant shall possess and maintain all necessary licenses, permits, certificates and credentials

required by the laws of the United States, the State of California, County of Calaveras and all other

appropriate governmental agencies to provide agreed upon services. Failure to maintain the licenses,

permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds

for the termination of this Agreement by County. Consultant shall have in effect and shall maintain

appropriate licensure during the term of this Agreement, if applicable.

15. CONFLICT OF INTEREST

15.1. Applicable Law: Consultant shall comply with the laws and regulations of the State of

California and County regarding conflicts of interest, including, but not limited to, § 4 of Chapter

1, Division 4, Title 1 of the California Government Code, commencing with § 1090, and Chapter

7 of Title 9 of said Code, commencing with § 87100 including regulations promulgated by the

California Fair Political Practices Commission.

15.2. Covenants:

15.2.1. Consultant covenants that it presently has no interest and shall not acquire any

interest, direct or indirect, which would conflict in any manner or degree with the

performance of Consultant’s obligations and responsibilities hereunder. Consultant

further covenants that in the performance of this Agreement, Consultant will take


reasonable care to ensure that no person having any such interest shall be employed.

This covenant shall remain in force until Consultant completes performance of the

services required of it under this Agreement.

15.2.2. Consultant hereby certifies that neither Consultant, its employees, nor any firm

affiliated with Consultant providing services on this project prepared the Plans,

Specifications, and Estimate for any construction project included within this contract.

An affiliated firm is one, which is subject to the control of the same persons through

joint- ownership, or otherwise.

15.2.3. Consultant further certifies that neither Consultant, nor any firm affiliated with

Consultant, will bid on any construction subcontracts included within the construction

contract. Additionally, Consultant certifies that no person working under this contract

is also employed by the construction contractor for any project included within this

contract.

15.2.4. Except for sub-consultants whose services are limited to materials testing, no sub-

consultant who is providing service on this contract shall have provided services on

the design of any project included within this contract.

15.3. Notification: Consultant agrees that if any fact comes to its attention, which raises any

question as to the applicability of any conflict of interest law or regulation, Consultant will

immediately inform County and provide all information needed for resolution of the question.

16. COVENANT AGAINST CONTINGENT FEES

Consultant warrants that it has not employed or retained any company or person, other than a bona

fide employee working for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed

to pay any company or person, other than a bona fide employee, any fee, commission, percentage,

brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this

Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement

without liability or in its discretion to deduct from the Agreement price or consideration, or otherwise recover,

the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

17. STATUS OF CONSULTANT

17.1. Independent Contractor: It is understood and agreed by all the parties hereto that Consultant

is an independent contractor and that no relationship of employer-employee exists between

the County and Consultant. Neither Consultant nor Consultant’s assigned personnel shall be

entitled to any benefits payable to employees of the County. Consultant hereby indemnifies

and holds the County harmless from any and all claims that may be made against the County

based upon any contention by any third party that an employer-employee relationship exists

by reason of this Agreement or any services provided pursuant to this Agreement.

17.2. No Agency: It is further understood and agreed by all the parties hereto that (1) except as

specifically authorized by this Agreement, neither Consultant nor Consultant’s assigned


personnel shall have any right to act on behalf of the County in any capacity whatsoever as an

agent; and (2) neither Consultant nor Consultant’s assigned personnel shall have any right to

bind the County to any obligation whatsoever.

17.3. Taxes: It is further understood and agreed by all the parties hereto that Consultant must issue

any and all forms required by Federal and State laws for income and employment tax purposes,

including W-2 and 941 forms, for all of Consultant’s assigned personnel.

17.4. Enforcement: There are no third party beneficiaries of this Agreement, and no one except the

parties to this Agreement may seek to enforce its terms.

18. ASSIGNMENT AND SUBCONTRACTS

18.1. Nothing contained in this contract or otherwise, shall create any contractual relation between

County and any sub-consultant(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 sub-consultant(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 sub-consultant(s) is an independent

obligation from County’s obligation to make payments to the Consultant.

18.2. 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 Manager, except that, which is expressly identified

in the approved Negotiated Cost.

18.3. Consultant shall pay its sub-consultants within ten (10) calendar days from receipt of each

payment made to Consultant by County.

18.4. All subcontracts entered into as a result of this contract shall contain all the provisions stipulated

in this contract to be applicable to sub-consultants. If any portion of the services required of

Consultant is subcontracted, the sub-consultant(s) shall maintain the same insurance as

required of Consultant by this Agreement.

18.5. Any substitution of sub-consultant(s) must be approved in writing by County’s Contract

Manager prior to the start of work by the sub-consultant(s).

19. WAIVER, BREACH, AND SEVERABILITY

19.1. Any waiver of or failure by the County or any of its officers, agents or employees or the failure

of the County or its officers, agents or employees to take action with respect to any right

conferred by this Agreement to the County shall not be deemed to be a waiver of any additional

or subsequent right conferred to the County by this Agreement or of any other term, covenant

or condition of this Agreement by the County.

19.2. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void,

both Parties shall be relieved of all obligations arising under such provision, and the remainder


of this Agreement shall not be affected by such declaration or finding and each provision not

so affected shall be enforced to the fullest extent permitted by law.

20. APPLICABLE LAW AND VENUE

In the performance of the services required by this Agreement, Consultant shall take reasonable care

to comply with all applicable Federal, State, and County statutes, ordinances, regulations, directives and

laws. This Agreement shall be deemed to be executed within the State of California and construed in

accordance with and governed by the laws of the State of California.

In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good

faith, to promptly resolve the dispute mutually between them. If the dispute cannot be resolved by mutual

agreement, nothing herein shall preclude either party’s right to pursue remedy or relief by civil litigation,

pursuant to the laws of the State of California.

All parties agree that this Agreement and all documents issued or executed pursuant hereto and the

rights and obligations of the parties there under and hereunder are subject to and governed by the laws of

the State of California in all respects as to interpretation, effect and performance. No interpretation of any

provision of this Agreement shall be binding upon County unless agreed in writing by County and counsel

for County.

Notwithstanding any other provisions of this Agreement, any dispute concerning any question of fact

or law arising under this Agreement or any litigation or arbitration arising out of this Agreement, shall be

tried in Calaveras County, unless the parties agree otherwise or are otherwise required by law.

Consultant shall adhere to Title XIX of the Social Security Act and conform to all applicable Federal and

State statutes, laws, and regulations that pertain to health and safety, labor, minimum wage, fair

employment practice, equal opportunity, and all other matters applicable to Consultant.

21. DISPUTES

Disputes between the parties arising out of the services or other terms of this Agreement which cannot

be resolved by informal negotiation and mutual concurrence between the parties shall be resolved using

the procedures of Article 1.5 (section 20104 et seq.) of the California Public Contract Code. That article

provides that claims must be made in writing and the parties shall meet and confer pursuant to Public

Contract Code section 20104.2. If the claim or any portion thereof remains in dispute following the meet

and confer conference, the claimant may file a claim as provided in Chapter 1 (commencing with Section

900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government

Code.

If a civil action is filed to resolve such claims, the procedures of Public Contract Code section 20104.4

shall apply; the venue for any resulting arbitration shall be in Calaveras County. The pendency of a dispute

will not excuse the Consultant from full and timely performance in accordance with the terms of this

Agreement.


22. PUBLIC RECORDS ACT

Upon its award, this Agreement shall be subject to disclosure pursuant to the California Public Records

Act.

23. AUTHORIZED REPRESENTATIVE

The person executing this Agreement on behalf of Consultant affirmatively represents that she/he has

the requisite legal authority to enter into this Agreement on behalf of Consultant and to bind Consultant to

the terms and conditions of this Agreement. Both the person executing this Agreement on behalf of

Consultant and Consultant understand that the County is relying on this representation in entering into this

Agreement.

24. EXHIBITS

Each Exhibit referenced in, and attached to, this Agreement shall be incorporated into this Agreement

by reference.

25. CAPTIONS

The captions in this Agreement are solely for convenience of reference. They are not a part of this

Agreement and shall have no effect on its construction or interpretation.

26. AMENDMENT

Notwithstanding any of the provisions of this Agreement, the parties may mutually agree to amend this

Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing

and signed by the parties hereto. No oral understanding or amendment to said Agreement not incorporated

herein shall be binding on any of the parties hereto.

The Director of Public Works shall have the authority to approve modifications to the term, scheduling,

billing rates, and allocation of funds between the tasks and subtasks (if any) set forth above, provided there

is no increase to the total compensation as set forth in Section 2 of this Agreement. Any modification that

results in an increase to the total compensation may only be made upon approval of the appropriate

authority as determined by County Purchasing Code and by written instrument signed by both Parties.

27. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the County and Consultant and supersedes

all prior negotiations, representations, or agreements, whether written or oral. In the event of a dispute

between the parties as to the language of this Agreement or the construction or meaning of any term hereof,

this Agreement shall be deemed to have been drafted by the parties in equal parts so that no presumptions

or inferences concerning its terms or interpretation may be construed against any party to this Agreement.

[Remainder of page intentionally left blank. Signature page to follow.]


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates indicated

below.

County

Consultant

Chair

Name

Board of Supervisors

Title

Date

Date

Calaveras County Counsel

Attest

Approved as to Legal Form:

Signature

Rebecca Turner, Ex-Officio Clerk of the

Board of Supervisors


EXHIBIT A: DESCRIPTION OF SERVICES


Department


Division


Project



Consultant shall provide services in accordance with the scope of work and terms as set forth in Request

for Proposal 19-1200-21-913, dated September 16, 2019 incorporated herein by this reference, as well as

the services described below.

TASK 1. PROJECT MANAGEMENT

Task 1.10: Project Management

Consultant Project Manager will lead the project development team (PDT) and coordinate activities and

deliverables. He will be responsible for clear communications between the PDT and the County. In this

task, PDT meeting agendas and minutes will be prepared and distributed. Project questions and decisions

will be monitored and tracked. Monthly reports of accomplishments, new issues, proposed resolutions,

outstanding questions will be prepared and submitted with invoices. Regular status calls will be conducted

with the PDT to share information and to make sure tasks are on schedule and to communicate progress

to the County.

Task 1.11: Schedule and Facilitate Meetings

At project initiation, the PDT will conduct a kick-off meeting to be attended by the Consultant’s Project

Manager, Bridge Project Manager, Environmental Director/Manager, as well as a biologist and a historian.

The period of performance to procure environmental clearance and prepare plans is estimated to be 18

months. During that period the in-person kick-off meeting will be conducted along with follow up conference

calls (4ea).

TASK 2. PROJECT SCHEDULE

Task 2.10: Develop and Maintain Project Schedule

A project schedule will be developed to include tasks required to procure environmental permitting and to

deliver construction documents. Regular updates will be provided to track the project.

Deliverables: Project schedule and schedule updates (3ea)


TASK 3. ENVIRONMENTAL SERVICES

The detailed scope of work below and the associated cost proposal is for completion of environmental

documentation and permitting for all 12 bridge sites.

Task 3.10: Preliminary Environment Study Form

At project initiation, Consultant will work closely with the PDT to define a complete and detailed project

description and delineate a project study area. The project description will identify the project purpose and

need, project objectives, project components, project location, and timing of the project. Consultant will

prepare a Preliminary Environmental Study (PES) form for all 12 maintenance locations combined, and

coordinate the review and approval with Caltrans.

Task 3.11: Biological Resources: Natural Environment Study [Minimal Impacts]

Background Research and Biological Study Area Delineation

Consultant will review available data on biological resources recorded in and within the vicinity of the project

area, including all plant and wildlife species with the potential to be in the area. This review will include

conducting searches in databases such as California Natural Diversity Database (CNDDB), and the

California Native Plant Society. Additionally, a list of threatened and endangered species with the potential

to be within the project area will be requested from the United States Fish and Wildlife Service (USFWS)

and from the National Marine Fisheries Service (NMFS). Consultant will also delineate an appropriate

Biological Survey Area (BSA) that will cover the direct and indirect impact area for the project, including

temporary construction areas, and create a BSA map to be used for the biological analysis.

Field Surveys

Consultant will survey the BSA for plant and wildlife species, their signs, and/or potential habitat. consultant

will inventory botanical and wildlife resources observed in the BSA and will identify and record all existing

vegetation communities in this area. Consultant will assess the existing habitat and potential for special-

status species to be in the BSA during field surveys. As part of the development of this scope of work,

Consultant completed a preliminary CNDDB search for federally and state listed special-status species

recorded within the vicinity of the project area (San Andres and surrounding quads). The search identified

several special-status species, including federally and/or state threatened, endangered, or candidate

species, that have been recorded within a 5-mile radius of the search area, including:

• Central Valley DPS population 11 steelhead trout (Oncorhynchus mykiss irideus); federally threatened

• California tiger salamander (Ambystoma californiense); federally threatened and state threatened

• California red-legged frog (Rana draytonii); federally threatened

• Fisher (Pekania pennanti); proposed federally threatened and state threatened

• Valley elderberry longhorn beetle (Desmocerus californicus dimorphus); federally threatened

• Ione manzanita (Arctostaphylos myrtifolia); federally threatened

• Giant garter snake (Thamnophis gigas); federally threatened and state threatened

• Delta button-celery (Eryngium racemosum); state endangered


Natural Environment Study Report (Minimal Impacts)

It is anticipated that a Natural Environmental Study (Minimal Impacts) (NES(MI)) would be the appropriate

level of documentation required; however, pending Caltrans review, a NES may be required. The NES(MI)

will be completed pursuant to Caltrans’ Standard Environmental Reference and NEPA and CEQA

guidelines. Following completion of the background research, site investigations, and field surveys,

Consultant will summarize the results of these studies in an NES(MI). The NES(MI) will describe the existing

biological resources in the project area, identify potential project impacts in the BSA, applicable regulations,

potential project impacts, and proposed avoidance, minimization, and mitigation measures to minimize

and/or mitigate these impacts to the extent feasible. The NES(MI) will also include a discussion of any

consultation required with other regulatory agencies to obtain project approvals and environmental permits,

if necessary. Consultant will coordinate with the County and Caltrans for review and approval of the

NES(MI).

Task 3.12: NEPA Categorical Exclusion

Following Caltrans approval of the technical analyses for the project, Consultant will coordinate with the

County and Caltrans to obtain a Categorical Exclusion (CE) determination and signed CE form from

Caltrans, pursuant to their NEPA responsibilities under Memorandum of Understanding (MOU) with the

U.S. Department of Transportation (DOT).

Task 3.14: Environmental Permitting (OPTIONAL)

California Department of Fish and Wildlife, Fish and Game Code Section 1600 Lake and Streambed

Alteration Agreement

Section 1602 of the Fish and Game Code requires submittal of a Streambed Alteration Notification to the

CDFW for any activity that may substantially divert or obstruct the natural flow or substantially change the

bed, channel, or bank of any river, stream, or lake. Streams (and rivers) are defined by the presence of a

channel bed and banks and at least an intermittent flow of water. Work within the channels of any of the

creek or river beds and banks for activities such as erosion control installation is expected to fall under the

jurisdiction of the CDFW. Consultant will prepare a Streambed Alteration Notification package for submittal

to the CDFW. The notification will include a brief description of the project, potential impacts, proposed

measures to minimize impacts, and other pertinent project information, as required by the CDFW. Following

submittal of the Notification package, Consultant will coordinate with CDFW to obtain a Notice of Complete

Application, and then to obtain a Streambed Alteration Agreement (i.e., 1602 permit) for approval by the

County.

Task 3.15: Hazardous Materials Testing (OPTIONAL)

Hazardous materials may be recommended for some or all of the sites. If testing is recommended, it would be

conducted during the PS&E phase, following approval of CEQA/NEPA documentation for the project. Following

is an estimated scope of work for hazardous materials testing. If the results of the Phase I ESA investigations

recommend a different testing plan, then this scope and its associated cost, will be adjusted as appropriate prior

to initiating work. Consultant will perform hazardous materials testing, site investigation and consulting review


services for the proposed project. Consultant will perform asbestos containing materials (ACM) and lead-

containing paint (LCP) surveys for twelve bridges. Personnel performing the surveys are Cal/OSHA-certified

asbestos consultants (CAC), and Certified Lead Paint Inspectors/Assessors with the California Department of

Public Health (DPH). ACM/LCP Surveys consist of the following activities at the twelve bridges:

• Conduct a walkthrough inspection of each Site to identify and inventory suspect ACMs and potential

lead-containing paint LCP at the bridges. Collect representative bulk samples of suspect ACM.

Samples will be submitted using chain-of-custody documentation to a laboratory accredited under the

National Voluntary Laboratory Accreditation Plan (NVLAP) for the analysis of asbestos in bulk material

samples. Analyze suspect ACM samples collected during the survey on a standard 5-day turnaround

time using PLM according to the Environmental Protection Agency (EPA)-recommended method.

• Collect bulk samples of LCP using techniques presented in United States Department of Housing and

Urban Development (HUD) guidelines. In addition, each painted area sampled will be evaluated for

evidence of deterioration such as flaking or cracking. Consultant will conduct an evaluation of lead-

based paint hazards in accordance with HUD guidelines. Submit paint samples to a California-licensed

and Department of Public Health-accredited laboratory for lead analyses in accordance with EPA Test

Method 6010B under chain-of-custody protocol on a standard 5-day turnaround time.

• Collect up to 100 bulk material samples for asbestos analysis by polarized light microscopy (PLM).

• Analyze up to 20 of the bulk material samples for asbestos by PLM point counting (1,000 points).

• Collect up to 42 paint samples of deteriorated paint for lead analysis by EPA Test Method 6010B.

• Analyze up to 21 of the paint samples for soluble lead using the WET test.

• Analyze up to 21 of the paint samples for soluble lead using the TCLP test.

• Prepare ACM/LCP survey letter reports presenting our findings and conclusions. The reports will

include the following:

o Introduction/project description

o Vicinity Map and Site Plan showing sample locations

o Investigative methods

o Investigative results and field observations

o Conclusions and recommendations

TASK 4. PLANS, SPECIAL PROVISIONS AND ENGINEER’S ESTIMATE FOR TOPSIDE OF BRIDGE

WORK

Consultant will design the project to have consistent items of work, utilizing Caltrans standard bid items and

specifications. Erosion control measures will be designed based upon the findings in the drainage study.

Consultant will monitor quality on all deliverables, calculations, and other work products. Each will be

checked by a licensed engineer prior to submittal.

Task 4.1: Plans - Topside of Bridge Work

Using the collaborative insight from the Kick-off meeting/site visit, and environmental documentation

Consultant will prepare plans to describe the maintenance work for each site. Plans will be prepared utilizing


current Caltrans Standard Plans, with inclusion of site-specific details. Plans will be submitted at the 65%,

and 100% design stages, and will include a PS&E Checklist and Independent QA/QC documentation.

Task 4.2: Special Provisions - Topside of Bridge Work

Special provisions will be drafted to utilize Caltrans Standards. For items of work which do not clearly fit

within the standards, special provisions will be drafted to describe the work. Special Provisions will be

submitted with the 65% and 100% design plans.

Task 4.3: Engineer’s Cost Estimate - Topside of Bridge Work

Engineer’s estimates will be prepared for submittal at each design stage. Consultant will review recent bid

results as well as the Caltrans Cost database and make adjustments as necessary to represent this project.

The Cost Estimate will be submitted with the 65% and 100% design plans.

Task 4.40: Working Day Schedule - Topside of Bridge Work

Working day schedule will be developed to represent construction activities, so that Calaveras County can

plan appropriately for construction of the project. A Working Day Schedule will be submitted with the 100%

design plans.

Task 4.41: PS&E Checklist - Topside of Bridge Work

The PS&E Checklist will be prepared in accordance with the Local Assistance Procedures Manual.

Task 4.42: Drainage Report - Topside of Bridge Work

The local roadway drainage watersheds for each bridge will be analyzed to estimate the discharge and size

the repair methods. Hydraulic analysis will be performed and presented in a draft and final drainage report.

The drainage report will evaluate and determine the best methods for addressing the erosion control to

reduce the future maintenance efforts in these areas.

Task 4.5: Bidding and Construction Support (OPTIONAL)

Task 4.5.2 Respond to Bidder RFIs and Issue Addendums

Consultant team will provide engineering support to the County during the bid process, including the

preparation of any addendums resulting from questions or clarifications during the bid period, answering

pre-bid questions from prospective bidders, and providing bid analysis pertaining to design items.

Task 5.10 Plans, Special Provisions and Engineer’s Estimate for Underside of Bridge Work

(OPTIONAL)

Consultant will design the project to have consistent items of work, utilizing Caltrans standard bid items and

specifications. Erosion control measures will be designed based upon the findings in the drainage study.

Consultant will monitor quality on all deliverables, calculations, and other work products. Each will be

checked by a licensed engineer prior to submittal.

Plans - Underside of Bridge Work

Using the collaborative insight from the Kick-off meeting/site visit, and environmental documentation

Consultant will prepare plans to describe the maintenance work for each site. Plans will be prepared utilizing

current Caltrans Standard Plans, with inclusion of site-specific details. Plans will be submitted at the 65%,

and 100% design stages, and will include a PS&E Checklist and Independent QA/QC documentation.


Special Provisions - Underside of Bridge Work

Special provisions will be drafted to utilize Caltrans Standards. For items of work which do not clearly fit

within the standards, special provisions will be drafted to describe the work. Special Provisions will be

submitted with the 65% and 100% design plans.

Engineer’s Cost Estimate - Underside of Bridge Work

Engineer’s estimates will be prepared for submittal at each design stage. Consultant will review recent bid

results as well as the Caltrans Cost database and make adjustments as necessary to represent this project.

The Cost Estimate will be submitted with the 65% and 100% design plans.

Working Day Schedule - Underside of Bridge Work

Working day schedule will be developed to represent construction activities, so that Calaveras County can

plan appropriately for construction of the project. A Working Day Schedule will be submitted with the 100%

design plans.

PS&E Checklist - Underside of Bridge Work

The PS&E Checklist will be prepared in accordance with the Local Assistance Procedures Manual.

PROJECT SCHEDULE


EXHIBIT B: BUDGET


Department


Division


Project

1200-1907 $308,849.00 12000010 9025 Agreement Number


Consultant shall be compensated at the rates set forth in Attachment 1, attached hereto, and incorporated

herein by this reference.



Attachment 1

Local Assistance Procedures Manual EXHIBIT 10-H1Cost Proposal

X Prime Consultant Subconsultant 2nd Tier Subconsultant

Contract No. Date 12/13/2019

Actual Hourly Rate Range Hours Actual Hourly Rate Total

$27 - $44 0.0 36.01$ $ - $37 - $53 8.0 45.00$ $ 360.00 $51 - $76 258.0 55.29$ $ 14,264.82 $65 - $86 20.0 80.74$ $ 1,614.80

** 0.0 38.72$ $ - ** 0.0 47.07$ $ -

$27 - $44 0.0 37.80$ $ - $37 - $53 0.0 47.00$ $ - $51 - $76 0.0 72.62$ $ - $65 - $86 0.0 79.50$ $ -

$ -

286.0 16,239.62$

a) 16,239.62$ b) 820.10$

17,059.72$

INDIRECT COSTSd) Rate: 58.46% 9,973.11$

Rate: 121.38% 20,707.09$

h) Rate: 0.00% -$

30,680.20$

15.00% 7,160.99$

Quantity Unit Unit Cost Total0 Hour 75.00$ -$ 0 Hour 600.00$ -$ 0 EA 300.00$ -$

150 Sheet 1.80$ 270.00$270.00$

88,704.06$134,976.64$29,997.00$

-$ 253,677.70$

253,947.70$

308,848.61$

1.

2.

3.

DIRECT LABOR

Total:LABOR COSTS

Anticipated salary increases calculations (page 2) must accompany.

Subconsultant 3: Avila AssociatesSubconsultant 4:

m) SUBCONSULTANTS' COSTS

NOTES:

n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)]

TOTAL COST [(c) + (j) + (k) +(n)]

Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accept by Caltrans.

l) TOTAL OTHER DIRECT COSTS

m) SUBCONSULTANTS' COSTS (Add additional pages if necessary)Subconsultant 1: BurneSubconsultant 2: GPA

Terrestrial LiDAR (TLS) EquipmentMobile LiDAR (MTLS) EquipmentOvernight StayPlan Sheets

Fringe BenefitsOverhead

General and Administrative

j) TOTAL INDIRECT COSTS [(e) + (g) + (i)]

l) CONSULTANT'S OTHER DIRECT COSTS (ODC) - ITEMIZE (Add additional pages if necessary)

k) TOTAL FIXED FEE [(c) + (j)] x fixed feeFIXED FEE

Description of Item

c) TOTAL DIRECT LABOR COSTS [(a) + (b)]

e) Total fringe benefits [(c) x (d)]g) Overhead [(c) x (f)]

i) Gen & Admin [(c) x (h)]

ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS

Name

TBDTBD

Principal Engineer/SurveyorChainman/Rodman**

Assistant Engineer/SurveyorAssociate Engineer/Surveyor

Senior Engineer/Surveyor

EXHIBIT 10-H1 COST PROPOSAL (Page 1 of 3)

Subtotal Direct Labor CostsAnticipated Salary Increases (see page 2 for calculations)

Certified Chief of Party**

Note: Mark-ups are Not Allowed

Consultant

Project No.

R.E.Y. Engineers, Inc.

2019 BPMP 1

Classification/Title

(DESIGN, ENGINEERING, AND ENVIRONMENTAL STUDIES)

Associate Engineer/SurveyorAssistant Engineer/Surveyor

Principal Engineer/Surveyor

Senior Engineer/SurveyorTBDTBDTBDTBD

TBD

TBDTBDTBD

Page 1 of 9January 2018


Attachment 1


1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours)

DirectLabor Subtotal per

Cost Proposal

Total Hours perCost Proposal

AvgHourly

Rate

$16,239.62 / 286.0 = $56.78

2. Calculate hourly rate for all years (Increase the Average hourly rate for a year by proposed escalation %)

Avg Hourly Rate Proposed Escalation Year 1 $56.78 + 5.0% = $59.62Year 2 $59.62 + 5.0% = $62.60Year 3 $62.60 + 5.0% = $65.73Year 4 $65.73 + 5.0% = $69.02

3. Calculate estimated hours per year (Multiply estimate % each year by total hours)

Estimated % CompletedEach Year

Total Hours per CostProposal

Total Hours perYear

Year 1 20% * 286.0 = 57.2Year 2 60% * 286.0 = 171.6Year 3 20% * 286.0 = 57.2Year 4 0% * 286.0 = 0.0Year 5 0% * 286.0 = 0.0

Total 100% Total = 286.0

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours)

Avg Hourly Rate(calculated above)

Estimated hours(calculated above)

Cost perYear

Year 1 56.78$ * 57.2 = $3,247.92Year 2 59.62$ * 171.6 = $10,230.96Year 3 62.60$ * 57.2 = $3,580.84Year 4 65.73$ * 0.0 = $0.00Year 5 69.02$ * 0.0 = $0.00

Total Direct Labor Cost with Escalation = $17,059.72 Direct Labor Subtotal before escalation = $16,239.62 Estimated total of Direct Labor Salary Increase = $820.10

NOTES:1.

2.

3.4.


ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS(CALCULATIONS FOR ANTICIPATED SALARY INCREASES)

Estimated Hours Year 1

Year 1 Assumed to be 2019

Year 1 AvgHourly Rate

Year 2 Avg Hourly RateYear 3 Avg Hourly RateYear 4 Avg Hourly RateYear 5 Avg Hourly Rate

Estimated Hours Year 1Estimated Hours Year 2Estimated Hours Year 3Estimated Hours Year 4Estimated Hours Year 5

Calculations for anticipated salary escalation must be provided.

This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year.An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology)This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

Estimated Hours Year 2Estimated Hours Year 3Estimated Hours Year 4Estimated Hours Year 5

Transfer to Page 1



Attachment 1

Certification of Direct Costs

1 Generally Accepted Accounting Principles (GAAP)

2 Terms and conditions of the contract

3 Title 23 United States Code Section 112 - Letting of Contracts

4 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of

Engineering and Design Related Services

6 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)

Prime Consultant or Suconsultant Certifying:

Name: Title*:

Signature:

Email:

Address:

List services the consultant is providing under this proposed contract:

January 2018Page 3 of 9

Project Management, Civil Engineering, and Land Surveying

[email protected]

12/13/2019

Phone Number:

905 Sutter Street, Suite 200, Folsom, CA 95630

(916) 366-3040

*An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level

no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent

the financial information utilized to establish the cost proposal for the contract.

Date of Certification (mm/dd/yyyy):

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in

the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant

with the federal and state requirements are not eligible for reimbursement.

Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost

Rate(s).

James Fisher, PE Principal



I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost

proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the

contract terms and the following requirements:


Attachment 1





Prime Consultant X Subconsultant 2nd Tier Subconsultant


Hours Actual Hourly Rate Total

16.0 70.25$ $ 1,124.00 252.0 65.00$ $ 16,380.00 108.0 45.00$ $ 4,860.00 206.0 51.38$ $ 10,584.28 8.0 30.00$ $ 240.00

92.0 26.29$ $ 2,418.68 $ - $ - $ - $ - $ - $ -

682.0 35,606.96$

a) 35,606.96$ b) 1,121.06$

36,728.02$


Rate: 88.69% 32,574.08$

h) Rate: -$

43,912.03$

10.00% 8,064.01$

Quantity Unit Unit Cost Total-$ -$ -$ -$ -$ -$

-$ -$ -$ -$ -$

-$

88,704.06$

1.

2.

3.

Associate Eng I/IISr. CADD Tech.

Staff

Admin / ClericalStaff

StaffStaff


Name

Lori Burne, SEMolly, Iley, PESr. Bridge Engineer

Sr. Structural Eng.




CADD Technician


Consultant

Project No.

Burne Engineering Services, Inc







Test




Description of ItemMileage CostsEquipment Rental and SuppliesPermit FeesPlan Sheets


m) SUBCONSULTANTS' COSTS (Add additional pages if necessary)Subconsultant 1:Subconsultant 2:


Subconsultant 3:Subconsultant 4:


NOTES:


TOTAL COST [(c) + (j) + (k) +(n)]


DIRECT LABOR

Total:LABOR COSTS



Attachment 1




Cost Proposal


AvgHourly

Rate

$35,606.96 / 682.0 = $52.21






Total Hours perYear






Cost perYear

Year 1 52.21$ * 136.4 = $7,121.39Year 2 53.25$ * 272.8 = $14,527.64Year 3 54.32$ * 102.3 = $5,556.82Year 4 55.41$ * 102.3 = $5,667.96Year 5 56.51$ * 68.2 = $3,854.21

Total Direct Labor Cost with Escalation = $36,728.02 Direct Labor Subtotal before escalation = $35,606.96 Estimated total of Direct Labor Salary Increase = $1,121.06

NOTES:1.

2.

3.4. Calculations for anticipated salary escalation must be provided.



Transfer to Page 1


5 YearContractDuration








Attachment 1










Name: Title*:

Signature:

Email:

Address:






Rate(s).

Lori Burne President







Structural Engineering Services

[email protected]

Date of Certification (mm/dd/yyyy): 11/27/2019

Phone Number: 530-672-1600





Attachment 1








38.0 60.00$ $ 2,280.00 104.0 50.48$ $ 5,249.92 40.0 33.05$ $ 1,322.00 40.0 29.63$ $ 1,185.20 44.0 64.90$ $ 2,855.60

182.0 41.11$ $ 7,482.02 16.0 47.96$ $ 767.36

344.0 33.65$ $ 11,575.60 24.0 45.67$ $ 1,096.08 12.0 48.08$ $ 576.96

$ - $ -

844.0 34,390.74$

a) 34,390.74$ b) 1,719.54$

36,110.28$


Rate: 45.41% 16,397.68$

h) Rate: 53.26% 19,232.33$

51,431.87$

10.00% 8,754.21$

Quantity Unit Unit Cost Total1,538 mile 0.58$ 892.04$

1 ea 116.00$ 116.00$ 1 ea 152.00$ 152.00$ 2 ea 20.00$ 40.00$

-$ 1,200.04$

37,480.24$ -$ -$ -$

37,480.24$

38,680.28$

134,976.64$

1.

2.

3.

Associate Environmental PlannerEnvironmental Planner

Danielle Thayer

Sr. BiologistBiologist

Sr. GIS Analyst

Sr. Associate BiologistAlen Estrada Rodas

Adelina MunozAngela Scudiere

Marieka Schrader

Joseph Vu


Name

Melissa LogueCatrina GomezProject Manager/Sr. Env. Planner

Project Director/Sr. Associate Env. Planner




Sr. Biologist

Sr. Architectural Historian


Consultant

Project No.

GPA ConsultingCalaveras County Bridge Preventative Maintenance Program

Martin RoseChristine Cruiess










Description of ItemMileage CostsTravel Expenses (Food/Lodging) - Task 3.10Travel Expenses (Food/Lodging) - Task 3.11Delivery


m) SUBCONSULTANTS' COSTS (Add additional pages if necessary)Subconsultant 1: GeoconSubconsultant 2:




NOTES:


TOTAL COST [(c) + (j) + (k) +(n)]


DIRECT LABOR

Total:LABOR COSTS



Attachment 1




Cost Proposal


AvgHourly

Rate

$34,390.74 / 844.0 = $40.75






Total Hours perYear






Cost perYear

Year 1 40.75$ * 0.0 = $0.00Year 2 42.78$ * 844.0 = $36,110.28Year 3 44.92$ * 0.0 = $0.00Year 4 47.17$ * 0.0 = $0.00Year 5 49.53$ * 0.0 = $0.00

Total Direct Labor Cost with Escalation = $36,110.28 Direct Labor Subtotal before escalation = $34,390.74 Estimated total of Direct Labor Salary Increase = $1,719.54

NOTES:1.

2.

3.4. Calculations for anticipated salary escalation must be provided.



Transfer to Page 1


5 YearContractDuration








Attachment 1










Name: Title*:

Signature:

Email:

Address:






Rate(s).

Richard Galvin Vice President







Environmental Consulting Services.

[email protected]


Phone Number:

201 Nevada Street, Suite B, El Segundo, CA 90245

310-792-2690





Attachment 1







8.0 65.00$ $ 520.00 12.0 52.50$ $ 630.00

144.0 45.00$ $ 6,480.00 0.0 37.50$ $ - 0.0 28.00$ $ - 0.0 25.00$ $ -

24.0 41.50$ $ 996.00 24.0 27.50$ $ 660.00

$ - $ - $ - $ -

212.0 9,286.00$

a) 9,286.00$ b) $0.00

9,286.00$


Rate: 71.20% 6,611.63$

h) Rate: 72.11% 6,696.13$

16,600.58$

10.00% 2,588.66$

Quantity Unit Unit Cost Total5 each 125.00$ 625.00$ 5 each 50.00$ 250.00$

100 each 18.00$ 1,800.00$ 20 each 75.00$ 1,500.00$ 42 each 20.00$ 840.00$ 21 each 75.00$ 1,575.00$ 21 each 20.00$ 420.00$ 21 each 75.00$ 1,575.00$ 21 each 20.00$ 420.00$

9,005.00$

-$ -$ -$ -$ -$

9,005.00$

37,480.24$

1.

2.

3.

Project Engineer/Geologist/Scientist StaffSenior Project Engineer/Geologist/Scientist

Senior Staff Engineer/Geologist/Scientist

Staff

Staff Engineer/Geologist/ScientistStaff

StaffStaffStaff

Word Processing


Name

Brake, ZorneStaffSenior Engineer/Geologist/Scientist

Principal Engineer/Geologist

ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTSEXHIBIT 10-H1 COST PROPOSAL (Page 1 of 3)


Drafting


Consultant

Project No.

Geocon Consultants, Inc.







Soluble Lead - TCLP Analysis




Description of ItemPick-up TruckSampling Equipment/SuppliesAsbestos (PLM)Asbestos (1,000 Point Count)Total Lead

Soluble Lead - WET AnalysisSoluble Lead - WET Extract

Soluble Lead - TCLP Exact


m) SUBCONSULTANTS' COSTS (Add additional pages if necessary)Subconsultant 1:Subconsultant 2:




NOTES:


TOTAL COST [(c) + (j) + (k) +(n)]


DIRECT LABOR

Total:LABOR COSTS


Attachment 1


1 Generally Accepted Accounting Principles (GAAP)2 Terms and conditions of the contract3 Title 23 United States Code Section 112 - Letting of Contracts4 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures5 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of

Engineering and Design Related Services6 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)


Name: Title*:

Signature:

Email:

Address:


All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s).

Jim Brake, PG Vice President



I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:


Hazardous Materials

[email protected]


Phone Number:

3160 Gold Valley Drive, Suite 800, Rancho Cordova, CA 95742

(916) 852-9118

*An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.


Attachment 1



Consultant: SubconsultantProject No. Contract No. TBD Date: 10/4/2019

Direct Labor


24.0 $87.96 $2,111.04100.0 $64.61 $6,461.19

0.0 $45.00 $0.0090.0 $40.00 $3,600.000.0 $70.00 $0.00

214.0 $12,172.23

LABOR COSTS

a) Subtotal Direct Labor Costs $12,172.23b) Anticipated Salary Increases $328.65

c) TOTAL DIRECT LABOR COSTS [(a)+(b $12,500.88

INDIRECT COSTSd) Fringe Benefits (Rate): 46.00% e) Total Fringe Benefits [(c) × (d)] $5,750.40f) Overhead (Rate): 22.50% g) Overhead [(c) × (f)] $2,812.70h) 48.59% i) Gen & Admin [(c) × (h)] $6,074.18

j) $14,637.28

FIXED FEE k)10%

$2,713.82

l) CONSULTANT'S OTHER DIRECT COSTS (ODC) - ITEMIZE (Add additional pages if necessary)Unit Unit Cost Total

miles $0.58 $145.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$145.00m) SUBCONSULTANT'S COSTS (add additional pages if necessary)

$0.00$145.00

$29,996.98

NOTES:

January 2018

Assistant Engineer Holly Callahan

Project Manager Cathy Avila

EXHIBIT 10-H COST PROPOSAL Page 1 of 3




Prime Consultant 2nd Tier Subconsultant

• The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognized agency or accepted by Caltrans.

• Anticipated salary increases calculation (page 2) must accompany.

n) TOTAL OTHER DIRECT COSTS INCLUDING 2nd TIER SUBCONSULTANTS [(l) +

TOTAL COST [(c) + (j) + (k) + (n)]

• Key Personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal Cost Principles. Subconsultants will provide their own cost proposals.



0

Sr. Civil Engineer James Green

Sr. Civil Engineer Todd RemingtonGIS Lead Kerry Wilcox

Classification/Title Name

Total

General and Administrative (Rate)

TOTAL INDIRECT COSTS [(e) +(g) + (i)]

TOTAL FIXED PROFIT [(c) + (j)] × Fixed Fee

Description Quantity

Travel/Mileage Costs (supported by Consultant actual cost 250Equipment Rental and Supplies (GPS unit per day)

Subconsultant 3:

Subconsultant Costs (attach detailed cost proposal in same format as prime consultant

( ),Sheets (each), Test Holes (each), etc.

Tier Subconsultant 4:

m) TOTAL 2nd TIER SUBCONSULTANT'S COSTS

Shipping and copies


Attachment 1

Local Assistance Procedures Manual EXHIBIT 10-H10 Cost Proposal

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hou 0

Avg Hourly 5 Year Contract Rate Duration

$12,172.23 = 56.87957944Year 1 Avg Hourly Rate

Avg Hourly Rate

Year 1 $56.88 + = $58.59 Year 2 Avg Hourly Rate




Total Hours per Year

Year 1 10.00% * = 21.4Estimated Hours Year 1





Total 100% = 214.0

Year 1 $56.88 * = $1,217.22 Estimated Hours Year 1

Year 2 $58.59 * = $11,283.66 Estimated Hours Year 2

Year 3 $60.34 * = $0.00 Estimated Hours Year 3



= $12,500.88

= $12,172.23 = $328.65 Transfer to Page 1

NOTES:

This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology)

This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

January 2018

EXHIBIT 10-H COST PROPOSAL Page 2 of 3


Direct Labor Subtotal Total Hoursper Cost Proposal per Cost Proposal

214

2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation

Proposed Escalation

3.00%

3.00%

3.00%

3.00%


Estimated % Total Hours Completed Each Year per Cost Proposal

214.0

214.0

214.0

214.0

214.0

Total


Avg Hourly Rate Estimated hours Cost per Year

(calculated above) (calculated above)

Direct Labor Subtotal before EscalationEstimated total of Direct Labor Salary

21.4

192.6

0.0

0.0

0.0

Total Direct Labor Cost with Escalation


Attachment 1


Certification of Direct Costs:

Prime Consultant or Subconsultant Certifying:

Name: Title*:

Signature: 10/4/2019

Email: Phone Number:

Address:

List services the consultant is providing under the proposed contract:

January 2018

EXHIBIT 10-H1 COST PROPOSAL Page 3 of 3

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112 - Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of

Engineering and Design Related Service

6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s).

Catherine M.C. Avila President

Hydrology, Hydraulics and Scour Analysis

Date of Certification (mm/dd/yyyy)

cavila@avilaassociates 925-673-0549

712 Bancroft Road #333, Walnut Creek, CA 94598

*An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.


Attachment 1

EXHIBIT C: SUPPLEMENTAL PROVISIONS


Department


Division


Project



1. PERFORMANCE PERIOD

See Section 3 of the Professional Services Agreement.

2. ALLOWABLE COSTS AND PAYMENTS

See Section 2 and Exhibit B: Budget of the Professional Services Agreement.

3. TERMINATION


4. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS

LAPM Exhibit 10-R Article VII

A. Consultant agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to

determine the allowability of individual terms of cost.

B. Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200,

Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal

Awards.

C. Any costs for which payment has been made to Consultant that are determined by subsequent

audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200, are subject to repayment by

Consultant to County.

D. When a Consultant or Subconsultant is a Non-Profit Organization or an Institu8tion of Higher

Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost

Principles, and Audit Requirements for Federal Awards shall apply.

5. RETENTION OF RECORDS/AUDIT

See Section 10 of the Professional Services Agreement

6. AUDIT REVIEW PROCEDURES

LAPM Exhibit 10-R Article IX


A. Any disputes 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 the County’s Chief Financial Officer.

B. Not later than 30 days after issuance of the final audit report, Consultant may request a review by

the 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 the County will excuse the 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, 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’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit

by Caltrans Audits and Investigation (A&I). Caltrans A&I, 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 manager 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 Caltrans A&I’s review of the ICR audit work papers created by the Consultant’s

independent CPA, Caltrans A&I 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 manner. If Caltrans A&I identifies significant issues during the review

and is unable to issue a cognizant approval letter, the County will reimburse the Consultant at

an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part

31; GAAS (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 (AASHTO) Audit Guide; and other applicable

procedures and guidelines} is received and approved by A&I.

Accepted rates will be as follows:

a. If the proposed rate is less than 150% – the accepted rate reimbursed will be 90% of the

proposed rate.

b. If the proposed rate is between 150% and 200% – the accepted rate will be 85% of the

proposed rate.

c. If the proposed rate is greater than 200% – the accepted rate will be 75% of the proposed

rate.

2. If Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I

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 A&I will then

have up to six (6) 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 paragraph E, or if Caltrans A&I 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 accepted 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 accepted 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 A&I accepts or adjusts the original or revised independent CPA audited

ICR; (2) all work under this Contract has been completed to the satisfaction of the County;

and, (3) Caltrans A&I has issued its final ICR review letter. The CONSULTANT MUST

SUBMIT ITS FINAL INVOICE TO COUNTY no later than 60 calendar days after occurrence

of the last of these items. The accepted 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


8. EQUIPMENT PURCHASE

LAPM Exhibit 10-R Article XI

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 with funds provided under the terms 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.” Regulation 2 CFR, Part 200 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 REQUIREMENTS

See Section 1.3 of the Professional Services Agreement.

10. CONFLICT OF INTEREST

LAPM Exhibit 10-R Article XIII

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 which will

follow.

C. Consultant certifies that it has disclosed to County any actual, apparent, or potential conflicts of

interest that may exist relative to the services to be provided pursuant to this Contract. Consultant

agrees to advise County of any actual, apparent or potential conflicts of interest that may develop

subsequent to the date of execution of this Contract. Consultant further agrees to complete any

statements of economic interest if required by either County Ordinance or State Law. 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.

D. Consultant hereby certifies that the Consultant or subconsultant and any firm affiliated with

Consultant or subconsultant that bids on any construction contract, or on any contract to provide

construction inspection for any construction project resulting from this Contract, has established

necessary controls to ensure a conflict of interest does not exist. An affiliated firm in one, which is

subject to the control of the same persons, through joint-ownership, or otherwise.


11. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION

LAPM Exhibit 10-R Article XIV

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

LAPM Exhibit 10-R Article XV

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 local, 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 or making of this

Contract, or with the extension, continuation, renewal, amendment, or modification of this

Contract.

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 agency; a Member of

Congress; an officer or employee of Congress, or an employee of a Member of Congress in

connection with this Contract, the 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.C. 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

subrecipients shall certify and disclose accordingly.

13. NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE

LAPM Exhibit 10-R Article XVI

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 §12990 and 2 CCR §8103.

B. During the performance of this Contract, Consultant and its subconsultants shall not deny the

Contract’s benefits to any person on the basis of race, religious creed, color, national origin,


ancestry, physical disability, mental disability, medical condition, genetic information, marital status,

sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran

status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee

or applicant for employment because of race, religious creed, color, national origin, ancestry,

physical disability, mental disability, medical condition, genetic information, marital status, sex,

gender identity, gender expression, age, sexual orientation, or military and veteran status..

Consultant and subconsultants shall insure that the evaluation and treatment of their employees

and applicants for employment are free from such discrimination and harassment.

C. Consultant and subconsultants shall comply with the provisions of the Fair Employment and

Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2

CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or

standards adopted by County to implement such article. . The applicable regulations of the Fair

Employment and Housing Commission implementing Government Code §12990 (a-f), set forth 2

CCR §§8100-8504 are incorporated into this Contract by reference and made a part hereof as if

set forth in full.

D. Consultant shall permit access by representatives of the Department of Fair Employment and

Housing and the County upon reasonable notice at any time during the normal business hours, but

in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources

of information and its facilities as said Department or County shall require to ascertain compliance

with this clause.

E. Consultant and its subconsultants shall give written notice of their obligations under this clause to

labor organizations with which they have a collective bargaining or other Agreement.

F. Consultant shall include the nondiscrimination and compliance provisions of this clause in all

subcontracts to perform work under this Contract.

G. Consultant, with regard to the work performed under this Contract, shall act in accordance with

Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the

recipients of federal assistance will implement and maintain a policy of nondiscrimination in which

no person in the United States shall, on the basis of race, color, national origin, religion, sex, age,

disability, be excluded from participation in, denied the benefits of or subject to discrimination under

any program or activity by the recipient of federal assistance or their assignees and successors in

interest.

H. Consultant shall comply with regulations relative to non-discrimination in federally- assisted

programs of the U.S. Department of Transportation –(49 CFR,\ Part 21 - Effectuation of Title VI of

the Civil Rights Act of 1964).). Specifically, the Consultant shall not participate either directly or

indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the

selection and retention of Subconsultants.


14. DEBARMENT AND SUSPENSION CERTIFICATION

LAPM Exhibit 10-R Article XVII

A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under

the laws of the State of California, that Consultant or any person associated therewith in the

capacity of owner, partner, director, officer, or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of

ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any

federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. 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.

B. Any exceptions to this certification must be disclosed to County. Exceptions will not necessarily

result in denial of recommendation for award, but will be considered in determining responsibility.

Disclosures must indicate to whom the exceptions apply, the initiating agency, and dates of agency

action.

C. Exceptions to the Federal Government Excluded Parties List System maintained by the U.S.

General Services Administration are to be determined by the FHWA.

15. DISADVANTAGED BUSINESS ENTERPRIES (DBE) PARTICIPATION

LAPM Exhibit 10-R Article XVIII

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

enter into a federally-funded agreement will assist County in good faith effort to achieve California’s

statewide overall DBE goal.

B. The goal for DBE participation for this Contract is 5%. Participation by DBE Consultant or

subconsultants shall be in accordance with information contained in Exhibit 10-O1: Consultant

Proposal DBE Commitment, or in Exhibit 10-O2: Consultant Contract DBE Commitment 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. Consultant can meet the DBE participation goal by either documenting commitments to DEB’s to

meet the Contract goal, or by documenting adequate good faith efforts to meet the Contract goal.

An adequate good faith effort means that the Consultant must show that it took all necessary and

reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the

objective, could reasonably be expected to meet the DBE goal. If Consultant has not met the DBE

goal, complete and submit Exhibit 15-H: DBE Information – Good Faith Efforts to document efforts


to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to

meet the DBE goal.

D. 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. The County,

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 DOT-assisted contracts. 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, which may include but is not

limited to:

1. Withholding monthly progress payments;

2. Assessing sanctions;

3. Liquidated damages; and/or

4. Disqualifying the contractor from future bidding as non-responsible

F. 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). 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. Consultant shall not be entitled to any payment for

such work or material unless it is performed or supplied by the listed DBE or by other forces

(including those of Consultant) pursuant to prior written authorization of the County’s Contract

Administrator,

G. A DBE is only eligible to be counted toward the Contract goal if it performs a commercially useful

function (CUF) on the Contract. CUF must be evaluated on an agreement by agreement basis. A

DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the

work of the Agreement and its 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.

H. 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.


I. 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.

J. 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 Consultant’s

shall also show the date of work performed by their own forces along with the corresponding dollar

value of the work.

K. Upon completion of the Contract, a summary of these records shall be prepared and submitted on

the form entitled, Exhibit 17-F: Final Report-Utilization of Disadvantaged Business Enterprise

(DBE), First-Tier Subconsultants, 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.

L. 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.

M. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this

section.

16. FUNDING REQUIREMENTS

LAPM Exhibit 10-R Article XX

A. It is mutually understood between the parties that this Contract may have been written before

ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties,

in order to avoid program and fiscal delays that would occur if the Contract were executed after

that determination was made.

B. This Contract is valid and enforceable only, if sufficient funds are made available to County for the

purpose of this Contract. In addition, this Contract is subject to any additional restrictions,

limitations, conditions, or any statute enacted by the Congress, State Legislature, or County

governing board that may affect the provisions, terms, or funding of this Contract in any manner.


C. It is mutually agreed that if sufficient funds are not appropriated, this Contract may be amended to

reflect any reduction in funds.

D. County has the option to terminate the Contract pursuant to Article VI, Termination, or by mutual

agreement to amend the Contract to reflect any reduction of funds.

17. NATIONAL LABOR BOARD CERTIFICATION

LAPM Exhibit 10-R Article XXIX

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.

18. RETENTION OF FUNDS

LAPM Exhibit 10-R Article XXXI

Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section.

The County shall hold retainage from the prime consultant and shall make prompt and regular incremental

acceptances of portions, as determined by the County, of the Contract work, and pay retainage to the

consultant based on these acceptances. The consultant, or subconsultant, shall return all monies withheld

in retention from a subconsultant within thirty (30) calendar days after receiving payment for work

satisfactorily completed and accepted including incremental acceptances of portions of the Contract work

by the County. Federal law (49 CFR §26.29) requires that any delay or postponement of payment over

thirty (30) days may take place only for good cause and with the County’s prior written approval. Any

violation of this provision shall subject the violating prime consultant or subconsultant to the penalties,

sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These

requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies,

otherwise available to the Consultant or subconsultant in the event of a dispute involving late payment or

nonpayment by the Consultant, deficient subconsultant performance, or noncompliance by a subconsultant.

This provision applies to both DBE and non-DBE Consultant and subconsultants.

19. AMENDMENT

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.

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.


EXHIBIT D: LOCAL ASSISTANCE PROCEDURES MANUAL EXHIBITS


Department


Division


Project




Local Assistance Procedures Manual Exhibit 10-O2Consultant Contract DBE Commitment

Page 1 of 2July 23, 2015

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 MaterialsSupplied

11. DBECertification

Number12. DBE Contact Information

13. DBEDollar

Amount

Local Agency to Complete this Section

14. TOTAL CLAIMED DBE PARTICIPATION

$ 20. Local Agency ContractNumber:21. Federal-Aid Project Number:

% 22. Contract ExecutionDate:

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 Agency2. Copy – Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contractexecution 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.

County of Calaveras 11%

Bridge Preventative Maintenance Program, Project #19-1200-21-913

R.E.Y. Engineers, Inc.

Various locations throughout Calaveras County

$308,848

$253,678 4

BPMP Design 39259 Burne Engineering Services, LoriBurne, (530) 672-1600

$88,704

Environmental Services 36278 GPA Consulting, Andrea Galvin,(310) 792-2690

$97,496

186,200

12/18/2019

Aaron Brusatori, PE (916) 366-3040

Project Manager

60.3


Local Assistance Procedures Manual Exhibit 10-O2Consultant Contract DBE Commitment

Page 2 of 2July 23, 2015

INSTRUCTIONS – CONSULTANT CONTRACT DBE COMMITMENT

CONSULTANT SECTION

1. Local Agency - Enter the name of the local or regional agency that is funding the contract.2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc).4. Project Location - Enter the project location as it appears on the project advertisement.5. Consultant’s Name - Enter the consultant’s firm name.6. Prime Certified DBE - Check box if prime contractor is a certified DBE.7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant.8. Total Dollar Amount for ALL Subconsultants – Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non-DBEs). Do not include the prime consultant information in this count.9. Total number of ALL subconsultants – Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non-DBEs). Do not include the prime consultant information in this count.10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.11. DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date bids are opened.12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant’s name and phone number, if the prime is a DBE.13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation.14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the “DBE Dollar Amount” column.%: Enter the total DBE participation claimed (“Total Participation Dollars Claimed” divided by item “Total Contract Award Amount”). If the total % claimed is less than item “Contract DBE Goal,” an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM).15. Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must sign their name.16. Date - Enter the date the DBE commitment form is signed by the consultant’s preparer.17. Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form.18. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.19. Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form.

LOCAL AGENCY SECTION

20. Local Agency Contract Number - Enter the Local Agency contract number or identifier.21. Federal-Aid Project Number - Enter the Federal-Aid Project Number.22. Contract Execution Date - Enter the date the contract was executed.23. Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate.24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.25. Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the consultant’s DBE commitment form.26. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant’s DBE commitment form.


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