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VA Consulting, Inc. A2013-55 CITY OF CHINO HILLS INTEROFFICE MEMORANDUM DATE: September 11, 2013 TO: Raymond Hansen, Senior Administrative An/aly t �� e FROM: Mary M. McDuffee, City Clerkni / RE: A13-55 —VA Consulting, Inc. Contractor VA Consulting, Inc. Attn: Carlos Pineda 46 Discovery, Suite 250 Irvine, CA 92618 At their regular meeting held September 10, 2013, the City Council awarded Agreement No. A13-55 to VA Consulting in the amount of$64,840 for engineering design services associated with the Los Serranos Infrastructure Improvements—SRTS 3 project. Enclosed for further processing is one original executed agreement. MMM/LC Enclosure cc: Judy Lancaster, Finance Director Steve Nix, City Engineer Yvette Martinez, Administrative Analyst II AGREEMENT NO. A13-55 FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND VA CONSULTING, INC. THIS AGREEMENT, made and entered into this 10th day of September, 2013, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and VA Consulting, Inc. hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re-do, at its own cost, any work which the City finds unsatisfactory due to Consultant's or subcontractor's errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement on September 10, 2013. 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall, at all times, be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all -2- proposed staff members performing services under this Agreement prior to any such performance. 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees. If the City disputes any of consultant's fees, it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. -3- 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate on June 30, 2014, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon thirty (30) days written notice. In the event of such termination, Consultant shall be compensated for non- disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of services, -4- shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST.. (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response -5- to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an -6- officer, employee, agent, or subcontractor without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, -7- levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively"Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the performance or failure to perform by Consultant of Consultant's services under this agreement or the negligent or willful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as above provided, Consultant, upon notice from the City, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to claims occurring as a result of the City's negligent or willful acts or omissions. -8- 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, 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 Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance appropriate to the Consultant's profession. -9- (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of$1,000,000 per accident. (d) Errors and Omissions Liability: $1,000,000 per claim. B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. -10- (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, -11- employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. -12- 16. NONDISCRIMINATION I NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys'fees, incurred by the City in connection therewith. 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. -13- 19. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their -14- corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Consultant. Attention: Carlos Pineda VA Consulting, Inc. 46 Discovery, Suite 250 Irvine, CA 92618 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 25. OTHER TERMS. This agreement is subject to the terms and conditions listed in the attached Exhibits B-E. Should there be any conflict -15- between the terms in this agreement and those in Exhibits B-E, the terms of Exhibits B-E shall apply and control. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. VA CONSULTING, INC. By ��� --e-t-1:2 v P. Vahid Title President and CEO CITY OF CHINO HILLS Byt_ .% ._J Peter J. ;•g-\ ~`Mayor; 2Th1e' M rk D. Hensley • City Clays City Attorney -16- Exhibit A Scope of Services Discussed below is each task of the proposed VA team work plan to successfully complete design activities (PS&E) and as-needed construction bid and support services for the Los Serranos Infrastructure Improvements — Safe Route to Schools Phase 3 project. To verify and prepare a comprehensive work plan, VA has visited the project locations and reviewed available aerial photography of the project limits. Task 1 —Background Research, Data Collection, and Field Visits Following the kick-off meeting with the City, VA will research and obtain available as-built record drawings, reports, assessor's parcel maps, right-of-way maps, street centerline ties, utility information, aerial photos, topographic mapping, and other pertinent information for the project from the City, County, or other applicable agencies as appropriate. VA will also make field visits as required to evaluate and document existing conditions. Task 2—Topographic I Field Survey and Base Map Preparation VA will provide aerial and topographic design survey within the project limits per the requirements of the RFP for construction of the Phase 3 improvements including pavement, sidewalks, curb and gutter extensions, ADA access ramps, and street lights. VA will establish horizontal and vertical survey control for The selected project sites. The project site will be flown for strip topography at a scale of 1"=20' with one foot contour intervals. The aerial topography will also be supplemented with ground survey, for half street width as stipulated in the RFP, which includes minimum 50-foot cross sections in re- construction and transition areas. Cross sections will be extended 50 feet beyond the project limits at adjoining street intersections to establish drainage course and join areas. Cross sections will include, but not be limited to, property line, right-of-way, back of walk, front of walk, top of curb, flow line, edge of pavement, center of travel lane, centerline, proposed gutter lip, and any visible surface utilities, driveways, landscaping, trees, access ramps, walls, power/utility poles, and signage. Pavement elevations will be taken at 50- foot intervals along proposed curb and gutter transitions. Existing access ramps will be evaluated for current ADA compliance. The aerial and conventional ground survey digital topographic data will be combined and converted into AutoCAD for use in the project design. VA will complete base maps in AutoCAD for the road rights-of-way and adjoining lot lines within the project limits. The AutoCAD right-of-way base maps and topographic survey data will be used for preparation of project base plans at 1"=20' as identified in the RFP. Task 3 — Utility Research and Coordination This task includes utility coordination, including utility research, preparation and submittal of utility information requests, review and identification of utility prior rights, identifying utility manholes and valves requiring adjustments within the project area, and distributing preliminary and final plans to the utility companies and the City's Utility Service Department. Contact will be established with each of the private utility companies having Page 1 of 3 infrastructure in the project area. For each utility within the project, "as-built" plans, atlases and record information will be obtained, and information regarding any future changes to their facilities or planned new facilities in the area will be solicited. Underground Service Alert will be contacted as one of the resources to identify subsurface facilities in the project area. The utility companies will be contacted after distribution of the plans to confirm that they received the plans and the City will be notified of the progress and any conflict issues. VA will prepare and maintain complete utility documentation including utility correspondence logs, utility meeting minutes and utility disposition matrices. VA will also closely monitor and coordinate any utility conflicts on private and City properties and impediments to the construction and project schedule. Task 4—Construction Drawings 4.1 Title Sheet and Roadway Plans and Profiles Plan and profile sheets will be prepared for the required improvements at 1" = 20' horizontal scale and 1" = 2' vertical. The layout plans will include curb, gutter, sidewalk, clearing and grubbing, grading with spot elevations, utility information, and residential driveways. The street improvement plans will show the modified driveways, with special attention directed to those improvements and information necessary to join the existing and maintain positive drainage. In addition, VA will include signing and striping notes and appropriate details as part of the street plans. Where necessary, intersection access ramps will be added or modified, within the existing right-of-way, in accordance with current ADA standards. The plans will also show the proposed locations of the street lights. 4.2 Typical Sections and Design Details Design details at a scale of 1" = 10' will be prepared for all non-standard new access ramps, driveway approaches, retaining curb/walls and transition areas. As there are a variety of pavement join conditions, VA will prepare the required details for joining existing pavements as necessary. The plans and supporting documents will be submitted at 35%, 65%, 90% and 100% completion per the City's requirements. Final approved plans will be submitted on City standard 24" x 36" mylars, signed and stamped by a (California) Registered Civil Engineer, together with 4 bond sets of P&E, PDF files, and electronic (AutoCAD) drawing, (Word) specification, and (Excel) cost estimate files. Task 6—Quantities and Engineer's Opinion of Probable Construction Costs Quantities and an engineer's opinion of probable construction costs will be prepared for the improvements included on the design plans. The cost estimate will include back-up quantities and unit costs. The project cost estimate will be submitted in both hard copy and electronic PDF and Excel for Windows format at 90% and 100% final submittals. Page 2 of 3 Task 6—Project Meetings and Management/Coordination This task providesfor project management time to coordinate the activities of the consultant team and City of Chino Hills staff during progress of the work, and management time to prepare for and attend project meetings during the design phase of the project. VA anticipates that we will prepare for and attend the following meetings: 1 — Kick-off meeting; 1 — 35% Plan submittal review/approval meeting; 1 —65% Plan submittal review/approval meeting; 1 —90% Plan submittal review/approval meeting; and 1 — 100% Plan submittal review/approval meeting. VA will prepare and distribute meeting agendas and minutes and communicate regularly with City staff regarding project issues and status via email and telephone. The budget for this task assumes 40 hours of VA's senior staff time. The Los Serranos¢tnfrastructure, - - - JmprgvementsRTS3�+ AntIc!pated Sheet; Proposed Flo• of Sheers z -��; ,.. . �.`i ' ;�.�__' ..CQU#'�.�'�x'+",Jz�,° > srr c,..�.r nr a to ,k.r.....nr .A Wn"°,rs, .z ., ., ...:z ...,.z...i�: �'o..F,.r Title Sheet 1 sheet Typical Sections & Quantities 1 sheet Plan and Profile Sheets (1"=20' horizontal, 7 sheets 1"=2' vertical) Details (Ramps, Driveways, Sidewalks, Etc.) 2 sheets (1"=10') Page 3 of 3 Exhibit B Compensation A. The method of payment for this Agreement will be based on a lump sum. The total lump sum price paid Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit A - Statement of Work - of this Agreement. Total compensation under this Contract must not exceed $64,840, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between Consultant and City consistent with billing rates found on Exhibit C. Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by the City Manager. B. Progress payments may be made monthly in arrears based on the percentage of work completed by Consultant with respect to each Task detailed in the Table of Estimated Fees and Expenses ("Table"). If Consultant fails to submit the required deliverable items according to the schedule set forth in the Table and the Statement of Work, City shall have the right to delay payment or terminate this contract in accordance with the provisions of Section 9 "Termination." In no event shall the amount of compensation exceed the amount allotted for each Task set forth in the table unless the City Engineer approves such exceedance in writing. C. Consultant shall not commence performance of work or services until this Agreement has been approved by the City Council and notification to proceed has been issued by the City's Contract Compliance Officer. No payment will be made prior to approval of any work, or for any work performed prior to approval of this Agreement. D. Invoices shall detail the work performed on each Task set forth in the Table, as applicable. Invoices shall follow the format stipulated in the Table and shall reference this Agreement number and project title. Final invoice must contain the final cost. The final invoice should be submitted within sixty (60) calendar days after completion of Consultant's work. Invoices shall be mailed to the City's Contract Compliance Officer at the following address: City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 E. Subcontracts shall not exceed $25,000 and must be approved in advance by the City Manager. Page 1 of 2 CITY OF CHINO HILLS LOS SERRANOS INFRASTRUCTURE IMPROVEMENTS-SAFE ROUTES TO SCHOOLS PHASES ESTIMATED FEES&EXPENSES August 19,2013 siiks 18.'1:2'4,"(1;t5-1-121',-1'wr 11 38:.,,bicietiltiii1 ,:.,-,:` :- 17; gfc..4.49-211.-"'-'1'"--9''SP74,t--APE,-,, ,Pc 81)E.t 414 i t as t 11 tS18rA011-1-41212RICACIty-21482,4,..1 41.114/A.at.a-- ,tespooses 8oz-dogma&- „so.setah....:;”: t 1 888<ground Research.Data Collodion andA6X Review 4 6 6 16 $22012 530 16 $2.042 -2 lopographlot 81e'xiSureeyartzipase Map 0 SO so 2.1 aerial Plicatgammetty 2 .4 i2 18 53.070 546 $4.36c la 57.468 2.2 C00Iventiorr8 Ground Survey 2 0 16 36 56 $3,716 $131 $6 $5.847 3 UO11-2 Research and Goordirianon 2 4 14 4 2 26 55,064 544 26 03,130 ----_ 4 Construction Drawings: 41 litlaSheet,General NoteS.Rcectmay Plans and Profiles.Spann and 5582343 8 4 16 40 557 _ ..196 528372 5356 196 323130 ...6 _ . . .._. 4.2 trittalSelt/011$ana CaS.,481 Details 2 4 10 24 16 24 17 95 511,037 5166 95 $11203 5 Cluanhtles and Engineer'sConstruction Cost Estarte.tes 2612 20 52802 536 20 $2237 6 Protect Meetings and Haflagernentt CoordIrsUan 4 24 12 40 75,806 $50 40 55086 TOTAL HOURS 12 _ 62 100 I' _ 90 - 122 37• 2 , 42 467 _ - ! ' . 467 - - ',-;'is-I:- 4:,:-I,II2.•f.':.t.I.I g:C:f,41,-)11,-1,1.',....-iS:3',1 I.,tr -,r l';',•‘-....ralateittil=?:,,.., 111309"LtS155.03:3--91324X.I-14122.0046100.00 .3r2-$75:01' .-,, ' r 7....77 n'77. GRAND TOTAL HOURS 12 42 ' 100 . '901 - 122 ::/ '37 21 42 4671 467 ----- GRAND-TOTAL FEES 92476 $9,610 maw $10930---$12.200- 42.775- _S1381 $3610 ! $69,689 $901 ! - 1 $4,350 $64240 • 73 so co 0, iv o n..7 Clumeamtal....,....vieterewnoxim..,....,1,:ear.....,rwr.,,CautOszeaamCm7.0.t.r.vcsatv 3..21'...‘,61...enn4 wear, . Exhibit C Fee Schedule VS. VA CONSULTING,INC. ENGINEERS PLANNERS•SURVEYORS �> 46 Discovery,Suite 250 ' Wino OA 92618 .os: Phone 049)4744400 Pax(949)261.8482 CONSULTING 2013 FEE SCHEDULE Staff Classification CMI Enaineerina and Planning Services Hourly Rate President $200 Division President/Division Manager $175 Sr. Vice PresidentNice President/Exec. Director $165 Director $160 Senior Project Manager $160 Project Manager $150 Assistant Project Manager $145 Senior Project Engineer/Senior Design Supervisor/Senior Planner $140 Project Engineer/Design Supervisor $135 Senior Design Engineer/Senior Designer $125 Design Engineer/Planner $120 Designer $115 Assistant Engineer/Assistant Planner $100 Research and Processing Coordinator $95 Senior CADD Technician $90 Junior Engineer $85 CADD Technician $80 Engineering Intern $70 ,• Office Support/Clerical $69 • Field Survey and Mannino Services Director of Survey and Mapping $160 Manager of Field Survey $130 Survey and Mapping Associate $100 Survey and Mapping Technician • $75 3-Man GPS Crew $235 2-Man GPS Crew $220 1-Man GPS Crew $180 I Notes: 1. Invoices will be prepared for all services through the end of each calendar month. Invoices are due and payable on presentation. 2. Overtime,when requested by the dent,will be surcharged at a rate of 135%of the standard hourly rates. Sundays and holidays will be surcharged at a rate of 170%of the standard hourly rates. 3. Reprographics,messenger service,travel(Including lodging and meals),and other direct expanses will be charged at cost plus 10%. The services of outside consultants will be charged at cost plus 16%to cover administration and overhead. 4, In-house reprographics charges:95W Bond copies$0.66Isq.ft,Color Bond$6.00/sq.ft. 5. Mileage will be billed at standard mileage rates set by IRS 6. listed rates apply to work completed during years 2013 and 2014,and will be subject to change based on VA's revised fee schedule published on January 1,2015. I Page 1 of 1 Exhibit D Disadvantaged Business Enterprises (DBE) Participation Local Assistance Procedures Manual EXI BIT 1O-I Notice to Proposers DBE Information EXHIBIT 10-INOTICE TO PROPOSERS DBE INFORMATION The Agency has not established a goal for this Contract. However, proposers arc encouraged to obtain DBE participation for this contract. 1. TERMS AS USED IN THIS DOCUMENT • The teen"Disadvantaged Business Enterprise"or"DBE"means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s)as defined in Title 49, Code of Federal Regulations(CFR),Part 26.5. • The term"Agreement"also means"Contract." • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term"Small Business"or"SB"is as defined is 49 CFR 26.65. 2. AUTHORITY AND RESPONSIBILITY A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds(See 49 CFR 26,"Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs").The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance.The proposer must not discriminate on the basis of race,color,national origin,or sex in the award and performance of subcontracts. B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract,Exhibit 10-01 Consultant Proposal DBE Commitment must be included in the Request for Proposal.In order for a proposer to be considered responsible and responsive,the proposer must make good faith efforts to meet the goal established for the contract.If the goal is not met,the proposer must document adequate good faith efforts.All DBE participation will be counted towards the contract goal;therefore,all DBE participation shall be collected and reported. Exhibit 10-02 Consultant Contract DBE Information must be included with the Request for Proposal.Even if no DBE participation will be reported,the successful proposer must execute and return the fonn. 4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR,Part 26,and the Department's DBE program developed pursuant to the regulations.Particular attention is directed to the following: A. A DBE must be a small business fine defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program(CUCP). B. A certified DBE may participate as a prime consultant,subconsultant,joint venture partner,as a vendor of material or supplies,or as a trucking company. Page 1 of 3 LIP 13-01 May 8,2013 Page 1 of 6 Local Assistance Procedures Manual EXHBIT 10-I Notice to Proposers DBE Information C. A DBE proposer not proposing as a joint venture with a non-DBE,wilt be required to document one or a combination of the following: 1. The proposer is a DBE and will meet the goal by performing work with its own forces. 2. The proposer will meet the goal through work performed by DBE subconsultants,suppliers or trucking companies. 3. The proposer,prior to proposing,made adequate good faith efforts to meet the goal. D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof.Responsibility means actually performing,managing,and supervising the work with its own forces.The DBE jointvernuc partner must share in the capital contribution,control,management, risks and profits of the joint venture commensurate with its ownership interest. E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is,a DBE firm must be responsible for the execution of a distinct element of the work and must cany out its responsibility by actually performing,managing and supervising the work. F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants. O. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the DBE participation except that portion of the work to be performed by non-DBE subconsultants. 5. RESOURCES A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP.If you believe a finn is certified that cannot be located on the database,please contact the Caimans Office of Certification toll free number 1-866-810-6346 for assistance. B. Access the CUCP database from the Department of Transportation,Office of Business and Economic Opportunity Web site at: http9/www.dot.ca.gov/hgtbep/. 1. Click on the link in the left menu titled Disadvantaged Business Enterprise; 2. Click on Search for a DBE Finn link; 3. Click onAccesr to the DEE'OueryForm located on the first line in the center of the page. Searches can be performed by one or more criteria.Follow instructions on the screen, 6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE COAL UNDER TILE FOLLOWING CONDITIONS: A. If the materials or supplies are obtained from a DBE manufacturer,count 100 percent of the cost of the materials or supplies.A DBE manufacturer is a firm that operates or maintains a factory,or establislunent that produces on the premises the materials,supplies,articles,or equipment required under the Contract and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer,count 60 percent of the cost of the materials or supplies.A DBE regular dealer is afinn that owns,operates or maintains a store,warehouse, or other establishment in which the materials,supplies,articles or equipment of the general character described by the specifications and required under the Contract are bought,kept in stock,and regularly sold or leased to the public in the usual course of business.To be a DBE regular dealer,the firm must be an established,regular business that engages,as its principal business and under its own name,in the purchase and sale or lease of the products in question.A person may be a DBE regular dealer in such bulk Page 2 of 3 LPP 13-01 May 8,2013 Page 2 of 6 Local Assistance Procedures Manual EXId13IT 104 Notice to Proposers DBE Ltformation items as petroleum products,steel,cement,gravel,stone or asphalt without owning,operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products,any supplementing of regular dealers'own distribution equipment shall be,by a long-tenn lease agreement and not an ad hoe or Agreement-by-Agreement basis.Packagers,brokers,manufacturers'representatives,or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE,which is neither a manufacturer nor a regular dealer,will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies,or fees or transportation charges for the delivery of materials or supplies required on the job site,provided the fees am reasonable and not excessive as compared with fees charged for similar services. Page 3 of 3 LPP 13-01 May 8,2013 Page 3 of 6 Local Assistance Procedures Manual EXHBIT 103 Standard Contract Provisions for Subconsultmrt/DBE Participation EXHIBIT 104 STANDARD CONTRACT PROVISIONS FOR SUBCONSULTANT/DBE PARTICIPATION 1. Subconsultants A. Nothing contained in this Contract or otherwise,shall create any contractual relation between the Agency and any subconsultants,and no subcontract shall relieve the Consultant of his/her responsibilities and obligations hereunder.The Consultant agrees to be as fully responsible to the Agency for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Consultant.The Consultant's obligation to pay its subeonsul tants is an independent obligation from the Agency's obligation to make payments to the Consultant. B. Any subcontract in excess of S25,000,enteredinto as a result of this Contract,shall contain all the provisions stipulated in this Contract to be applicable to subconsultants. C. Consultant shall pay its subconsultants within ten(10)calendar days from receipt of each payment made to the Consultant by the Agency. D. Any substitution of subeonsultants must be approved in writing by the Agency's Contract Administrator in advance of assigning work to a substitute subconsultant. 2. Disadvantaged Business Enterprise(DBE)Participation A. This Contract is subject to 49 CFR,Part 26 entitled"Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs".Proposers who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B, If the contract has a DBE goal,the Consultant must meet the goal by committing DBE participation or document a good faith effort to meet the goal.If a DBE subconsultant is unable to perfonn,the Consultant must make a good faith effort to replace hhnllter with another DBE subconsultant,if the goal is not otherwise met.A DBE is a firm meeting the definition of a DBE as specified in 49 CFR. C. DBEs and other small businesses,as defined in 49 CFR,Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds.The Consultant or subconsultant shall not discriminate on the basis of race,color,national origin,or sex in the performance of this Contract.The Consultant shall cavy out applicable requirements of 49 CFR,Part 26 in the award and administration of US DOT-assisted agreements.Failure by the Consultant to carry out these requirements is a material breach of this Contract,which may result itt the termination of this Contract or such other remedy as the local agency deems appropriate. D. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section. E. A DBE may he terminated only with prior written approval from the local agency and only for the reasons specified in 49 CFR 26.53(f).Prior to requesting local agency consent for the termination,the prime consultant must meet the procedural requirements specified in 49 CFR 26,53(f). Page 1 of 3 LPP 13-01 May S,2013 Page 4 of 6 Local Assistance Procedures Manual EXIB3ff 104 Standard Contract Provisions for Subconsultant/DBE Participation 3. Performance of DBE Consultant and other DBE Subconsultants/Supplters A. A DBE pcnforms a commercially useful function when it is responsible for execution of the work of the Contract and is carrying out its responsibilities by actually performing,managing,and supervising the work involved,To perform a commercially useful function,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 commercially useful function,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. B. A DBE does not perform a commercially useful function 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. C. If a DBE does not perform or exercise responsibility for al least 30 percent 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 commercially useful function. 4. Prompt Payment of Funds Withheld to Subconsultants A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section. (Local agency to Include either B,C,or D belcne;delete the other two.) B. No retainage will be withheld by the Agency from progress payments due the prime Consultant. Retainage by the prime Consultant or subconsultants is prohibited,and no retainage will be held by the prime Consultant from progress due subconsultants.Any violation of this provision shall subject the violating prime Consultant or subconsultants to the penalties,sanctions,and other remedies specified in Section 7108.5 of the California Business and Professions Code.This requirement shall not be construed to limit or impair any contractual,administrative,or judicial remedies,otherwise available to the prime Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime Consultant or deficient subconsultant performance,or noncompliance by a subconsultant.This provision applies to both DBE and non-DBE prime Consultants and subconsultants. C. No retainage will be held by the Agency from progress payments due the prime Consultant.Any retainage held by the prime Consultant or subconsultants from progress payments due subconsultants shall be promptly paid in full to subconsultants within 30 days after the subconsultant's work is satisfactorily completed.Federal law(49 CFR26.29)requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the Agency'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 prime Consultant or subconsullant in the event of a dispute involving late payment or nonpayment by the prime consultant,deficient subconsultant performance,or noncompliance by a subconsultant.This provision applies to both DBE and non-DBE prime consultant and subconsultants. Page 2 of 3 LPP 13-01 May 8,2013 Page 5of6 Local Assistance Procedures Manual EXHBIT 10-J Standard Contract Provisions for SubcousnhantlDBE Participation D. The Agency shall hold retainage from the prime consultant and shall snake prompt and regular incremental acceptances of portions,as determined by the Agency,of the contract work,and pay retainage to the prime consultant based on these acceptances. The prime consultant,or subconsultant, shall return all monies withheld in retention from a subconsultant within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency.Federal law(49 CFR26.29)requires that any delay or postponement of payment over 30 days may take place only for goad cause and wills the agency'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 prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime Consultant,deficient subconsultant perfonnance,or noncompliance by a subconsultant.This provision applies to both DBE and non-DBE primo consultant and subconsultants. 5. DBE Records A. The Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs.The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor,regardless of tier.The records shall show the date of payment and the total dollar figure paid to all firms.DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Contract,a senmary of these records shall be prepared and submitted on the forum entitled,"Final Report-Utilization of Disadvantaged Business Enterprise(DBE),First-Tier Subconsultants,"CEM-2402P(Exhibit 17-F,Chapter 17,of the LAPM),certified correct by the Consultant or the 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 25 percent of the dollar value of the invoice being withheld from payment until the form is submitted.The amount will be returned to the Consultant when a satisfactory"Final Report- Utilization of Disadvantaged Business Enterprises(DBE),First-Tier Subconsultants"is submitted to the Contract Administrator. 6. DBE Certification and Decertification Status If a DBE subconsultant is decertified during the life of the Contract,the decertified subconsultant shall notify the Consultant in wilting with the dale of decertification.If a subconsultant becomes a certified DBE during the life of the Contract,the subconsultant shall notify the Consultant in writing with the date of certification.Any changes should be reported to the Agency's Contract Administrator widest 30 days. Page 3 of 3 LPP 13-01 May 8,2013 Page 6 of 6 Exhibit E Federal-aid Project A & E Contract Language Local Assistance Procedures Manual EXHIBIT 10-V Non-Discrimination Clause EXHIBIT 10-R A&E CONTRACT LANGUAGE (For Local Assistance Federal-aid Projects) ARTICLE IX DISADVANTAGED BUSINESS ENTERPRISES(DBE)Consultants must give consideration to DBE firms as specified in 23 CFR§172.5(b),49 CFR,Part 26.If the contract has a DBE goal,CONSULTANT must meet the goat by using DBEs as subconsultants or document a good faith effort to have met the goal.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 goat is not otherwise met. A DBE may be terminated only with written approval by City and only for the reasons specified in 49 CFR 26.53 (f).Prior to requesting City's consent for the proposed termination,the prime consultant must meet the procedural requirements specified in 49 CFR 26.53(f). ARTICLE X COST PRINCIPLES A. CONSULTANT agrees that the Contract Cost Principles and Procedures,48 CFR,Federal Acquisition Regulations System,Chapter 1,Part 31,000 et seq.,shall be used to determine the cost allowability of individual items. B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR,Part 18,Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 49 CFR Part 18 and 48 CFR,Federal Acquisition Regulations System,Chapter 1,Part 31.000 et seq.,are subject to repayment by CONSULTANT to City. ARTICLE XIII DISPUTES A. Any dispute,other than audit,concerning a question of fact arising under this contract that is not disposed of by agreement shall be decided by a committee consisting of City's Contract Administrator and City Engineer, who may consider written or verbal information submitted by CONSULTANT. B. Not later than 30 days after completion of all deliverables necessary to complete the plans,specifications and estimate,CONSULTANT may request review by City Governing Board of unresolved claims or disputes, other than audit.The request for review will be submitted in writing. C. Neither the pendency of a dispute,nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms oftiris contract. ARTICLE XIV AUDIT REVIEW PROCEDURES A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement,shall be reviewed by City's Chief Financial Officer. B. Not later than 30 days after issuance of the final audit report,CONSULTANT may request a review by City'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 City will excuse CONSULTANT front full and timely performance,in accordance with the terms of this contract, ARTICLE XVII INSPECTION OF WORK CONSULTANT and any subconsultant shall permit City,the state,and the FIIWA if federal participating funds aro used in this contract;to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis. Page 1 LPP 13-01 May 02013 Page 1 of 3 Local Assistance Procedures Manual EXHIBIT 10-V Non-Dlscriminafion Clause ARTICLE XVIII SAFETY A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by City Safety Officer and other City representatives,CONSULTANT personnel shalt wear hard hats and safety vests at all limes while working on the construction project site. B. Pursuant to the authority contained in Section 591 of the Vehicle Code,City has determined that such areas are within the limits of the project and arc open to public traffic.CONSULTANT shall comply with all of the requirements set forth in Divisions 11,12,13, 14,and 15 of the Vehicle Code. CONSULTANT shall lake all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from suchvelueles. C. Any subcontract entered into as a result of this contract,shall contain all of the provisions of this Article. ARTICLE XXIII NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296,CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period,because of CONSULTANT's failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board. ARTICLE XXIV EVALUATION OF CONSULTANT CONSULTANT's performance will be evaluated by City.A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the contract record. ARTICLE XXV STATEMENT OF COMPLIANCE A. CONSULTANT's signature affixed herein,and dated,shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has,unless exempt,complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2,California Administrative Code,Section 8103. B. During the performance of this Contract,Consultant and its subconsultants shall not unlawfully discriminate,harass,or allow harassment against any employee or applicant for employment because of sex,race,color,ancestry,religious creed,national origin,physical disability(including HIV and AIDS), mental disability,medical condition(e.g.,cancer),age(over 40),marital status,and denial of family care leave.Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment arc free from such discrimination and harassment.Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act(Gov.Code §12990(a-f)et seq.)and the applicable regulations promulgated thereunder(California Code of Regulations,Title 2,Section 7285 et seq.).The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990(a-1•),set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations,are incorporated into this Contract by reference and made a part hereof as if set forth in full,Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. ARTICLE XXVI DEBARMENT AND SUSPENSION CERTIFICATION A. CONSULTANT's signature affixed herein,shall constitute a certification under penalty of perjury under the laws of lb Slate of California,that CONSULTANT has complied with Title 2 CFR Part 180,"OMB Guidelines to Agencies on Govemmentwide Debarment and Suspension(nonprocureme t)",which certifies that he/she or any person associated therewith in the capacity of owner,partner,director,officer,or manager,is not currently under suspension,debarment,voluntary exclusion,or determination of Page 2 LIP 13-01 May 8,2013 Page 2 of 3 Local Assistance Procedures Manual EXHIBIT 10-V Non-Discrimbmtion Clause ineligibility by any federal agency;has not been suspended,debarred,voluntarily excluded,or determined ineligible by any federal agency within the past three(3)years;does not have a proposed debarment pending;and has not been indicted,convicted,or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three(3)years. Any exceptions to this certification must be disclosed to City. B. Exceptions will not necessarily result in denial of recommendation for award,but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initialing agency,and dales of action, C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. ARTICLE XXVIII CONFLICT OF INTEREST A. CONSULTANT shall disclose any financial,business,or other relationship with City that may have an impact upon the outcome of this contract,or any ensuing City construction project.CONSULTANT shall also list current clients who may have a financial interest in the outcome of this contract,or any ensuing City construction project,which will follow. B. CONSULTANT hereby certifies that it does not now have,nor shall it acquire any financial or business interest that would conflict with the performance of services under this contract. Any subcontract entered Into as a result of this contract,shall contain all of the provisions of this Article. D. CONSULTANT hereby certifies that neither CONSULTANT,nor any firm affiliated with CONSULTANT will bid on any construction contract,or on any contract to provide cotstructioninspection for any construction project resulting from Ibis contract.An affiliated finn is one,which is subject to the control of the same persons through joint-ownership,or otherwise. E. Except for subconsultants whose services arc limited to providing surveying or materials testing information,no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract,or on any contract to provide construction inspection for any construction project resulting from this contract. ARTICLE XXIX REBATES,KICKBACKS OR OTHER UNLAWFUL CONSIDERATION CONSULTANT warrants that this contract was not obtained or secured through rebates kickbacks or other unlawful consideration,either promised or paid to any City employee. For breach or violation of this warranty, City shall have the tight 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. Page3 I,PP 13-01 May 8,3013 Page 3 of 3