HomeMy WebLinkAboutFocus Language International Inc., Consultant Agreement, 11-28-2022UUUU01yiI CI IVCIUptC IU. UJCMUI MU-r IDL--4I I I -DU IM-000D00%,r- I ZIU'#
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into. effective on 11/28/2022
by and between the CITY OF FRESNO, a California municipal corporation (the City), and
Focus Language International Inc., a California Stock Corporation (the Consultant).
RECITALS
WHEREAS, the City desires to obtain professional Translation and Interpretation services
for Translation and Interpretation Services on an As-Needed/On-Demand Basis (Project);
and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
translation and interpretation agency and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement;
and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for the City by its PARCS Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the City the
services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through 11/27/2024 , subject to any earlier termination in accordance
with this Agreement. The City may exercise the option to extend the agreement for
an additional two-year term with an additional not to exceed total of $800,000
through 11/27/2026 at the sole discretion of the City Manager or designee.
Any extensions to the term of the agreement must be made by written amendment
to the Agreement signed by an authorized representative for each party. The
services of the Consultant as described in Exhibit A are to commence upon the
Effective Date and shall be completed in a sequence assuring expeditious
completion, but in any event, all such services shall be completed prior to
expiration of this Agreement and in accordance with any performance schedule
set forth in Exhibit A.
3. Compensation.
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(a) The Consultant's compensation for satisfactory performance of all services
required or rendered pursuant to this Agreement shall be a total fee not to
exceed $800,000, paid on the basis of the rates set forth in the schedule of
fees and expenses contained in Exhibit A.
(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of the City
business. The City shall not be obligated to reimburse any expense for
which it has not received a detailed invoice with applicable copies of
representative and identifiable receipts or records substantiating such
expense.
(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to the
Consultant's compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized
representative for each party. The Consultant shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination. Remedies and Force Ma'eure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against the Consultant; (ii) seven
calendar days prior written notice with or without cause by the City to the
Consultant; (iii) the City's non -appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, the
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to the
City any and all unearned payments and all properties and materials in the
possession of the Consultant that are owned by the City. Subject to the
terms of this Agreement, the Consultant shall be paid compensation for
services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily
perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City's damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
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(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
terms of the Agreement; and/or (iii) recover all direct, indirect,
consequential, economic and incidental damages for the breach of the
Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for
convenience.
(e) The Consultant shall provide the City with adequate written assurances of
future performance, upon Administrator's request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
(f) The Consultant shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of the Consultant and
without its fault or negligence such as, acts of God or the public enemy, acts
of the City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. The Consultant shall notify Administrator in writing as soon as it is
reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by the Consultant without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, the Consultant shall not, without the prior written consent of the
City, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary
and confidential information of the City, including but not limited to business
plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium
or media. All Confidential Information shall be and remain confidential and
proprietary in the City.
(b) Any and all writings and documents prepared or provided by the Consultant
pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or
termination of the Agreement. The Consultant shall not permit the
reproduction or use thereof by any other person except as otherwise
expressly provided herein.
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(c) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between the
parties hereto that inasmuch as the Consultant represents to the City that the
Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform
the services agreed to be done by it under this Agreement, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including
but not limited to personal injury, death at any time and property damage), and
from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or
relate to the negligence, recklessness or willful misconduct of the Consultant, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor
to indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by
the City's Risk Manager or designee at any time and in its sole discretion.
The required policies of insurance as stated in Exhibit B shall maintain
limits of liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
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minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors\sub-consultants fail to maintain any
required insurance in full force and effect, all services and work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to the Consultant shall be withheld until notice is received by
the City that the required insurance has been restored to full force and effect
and that the premiums therefore have been paid for a period satisfactory to
the City. Any failure to maintain the required insurance shall be sufficient
cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each
subcontractor/sub-consultant to provide insurance protection, as an
additional insured, to the City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of this section, except
that any required certificates and applicable endorsements shall be on file
with the Consultant and the City prior to the commencement of any services
by the subcontractor. The Consultant and any subcontractor/sub-consultant
shall establish additional insured status for the City, its officers, officials,
employees, agents, and volunteers by using Insurance Service Office (ISO)
Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 2037 1001 or by
an executed manuscript company endorsement providing additional
insured status as broad as that contained in ISO Form CG 20 10 11 85.
9. Conflict of interest and Non -Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the
form as set forth in Exhibit C. During the term of this Agreement, the
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Consultant shall have the obligation and duty to immediately notify the City
in writing of any change to the information provided by the Consultant in
such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state, and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of the City, the Consultant shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, the Consultant and the respective
subcontractor(s) are in full compliance with all laws and regulations. The
Consultant shall take, and require its subcontractors to take, reasonable
steps to avoid any appearance of a conflict of interest. Upon discovery of
any facts giving rise to the appearance of a conflict of interest, the
Consultant shall immediately notify the City of these facts in writing.
(c) In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(d) The Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit,
or procure this Agreement or any rights/benefits hereunder.
(e) Neither the Consultant, nor any of the Consultant's subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other
contract in connection with this Project unless fully disclosed to and
approved by the City Manager, in advance and in writing. The Consultant
and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and
approved by the City Manager, in advance and in writing. Notwithstanding
any approval given by the City Manager under this provision, the Consultant
shall remain responsible for complying with Section 9(b), above.
(f) If the Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, the Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
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10. Recycling Program
facility(ies), or is
incorporated limits
expense shall:
In the event the Consultant maintains an office or operates a
required herein to maintain or operate same, within the
of the City of Fresno, the Consultant at its sole cost and
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Administrator or
designee.
(b) Records of the Consultant's expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should subcontract
all or any portion of the services to be performed under this Agreement, the
Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
subcontractor to provide evidence to the City that subcontractor is licensed
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to perform the services called for by this Agreement (or that no license is
required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
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representatives of the Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City's express written consent. Except to the extent
otherwise provided in this Agreement, the Consultant shall bear its own
costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. The
Consultant shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the
Consultant shall be solely responsible, indemnify, defend and save the City
harmless from all matters relating to employment and tax withholding for
and payment of the Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City employment
benefits, entitlements, programs and/or funds offered employees of the City
whether arising by reason of any common law, de facto, leased, or co -
employee rights or other theory. It is acknowledged that during the term of
this Agreement, the Consultant may be providing services to others
unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
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prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by the Consultant, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due
the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay
any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement,
the Consultant shall at all times comply with all applicable laws of the United
States, the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
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21. Severability. The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attorney's_Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
2& Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
Qau'q dby
B j}.,,,�,,,,, � - 11/2 8/2 02 2
y �t_]t
Aaron Aguirre
PARCS Director
RINA M. GONZALES
Interim City Attorney
dcu&gnvd by:
By: p::" 6 C& 11/28/2022
Paull ne"f'rickey
Deputy City Attorney
ATTEST:
TODD STERMER, CIVIC
City Clerk
Z
Slpned 8y.
By: 11/29/2022
ae=.osra�7
Deputy
Addresses:
CITY:
City of Fresno
Attention: Edward Chinevere,
PARCS Projects Administrator
1515 E. Divisadero St.
Fresno, CA 93721
Phone: (559) 621-2913
E-mail: edward.chinevere@fresno.gov
FOCUS LANGUAGE INTERNATIONAL
INC.,
A California Stock Corporation
By:�0 $c gd by:
llitn 11/21/2022
az cna 15x7sam
Name: sel i n cacao
Title: President
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
o-d by-
F�;z
1, PUAA 1112712022
Name: Natalie Pena
Title: vice President
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number: NA
Name: NA
Date of Issuance: NA
CONSULTANT:
Focus Language International Inc.
Attention: Selin Cacao,
President
14450 Park Ave. Suite 100
Victorville, CA 92392
Phone: 800-374-5444
E-mail: selin@focusinterpreting.com
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Focus Language International Inc. (Consultant)
Translation and Interpretation Services on an As-Needed/On-Demand Basis
The City of Fresno's Translation and Interpretation Service Consultant will provide
translation and interpretation services in Spanish, Hmong, Punjabi, and American Sign
Language (ASL).
Consultant will provide the following services in both live and virtual settings:
1. Simultaneous and Consecutive Interpretation: Interpret from and into the source and
target languages using simultaneous and/or consecutive modes for meetings, seminars,
announcements, and other City -related functions at the direction of the City.
2. Translation: Translate documents, files, and other written media from and into English
and the applicable non-English language; both from the City to the public, and where
appropriate from the public to the City.
3. Desktop Publishing: Format/layout translated documents to clearly communicate
information in target language in a similar manner and method as the source language
document
4. Sight Translation: Make sign translations of documents including, but not limited to,
public petitions, reports, waivers, commission statement forms, and other documents.
Consultant agrees to the following requirements:
• Provide on -demand services which may include late nights, early mornings,
weekends, holidays, and any other dates or times as needed for various City
departments.
• Invoice individual City departments and organizations for services provided under this
agreement.
• ASL interpreters shall hold current national certification by the Registry of Interpreters
for the Deaf (RID) or the National Association of the Deaf (NAD).
• Notify the City of any issues or situations that may impede the interpreter's/translator's
performance
Consultant will have knowledge of:
• Correct usage of grammar and vocabulary of English and translated non-English
languages
- Legal concepts and governmental terminology in both English and non-English
languages
• Regional and cultural variations in the specific non-English languages
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• Interpreter ethics and standards, as stipulated in California Rules of Court Rule, 984.4,
Professional Conduct for Interpreters, and, in the case of ASL interpreters, the NAD-RID
Code of Professional Conduct
Consultant will have the ability to:
o Orally convey the meaning from and into English and the applicable non-English
languages or orally/manually convey the meeting from ASL into English and English into
ASL by interpreting in the simultaneous, consecutive, and sight translation modes; the
meaning must be conveyed accurately, not editing, summarizing, adding meaning, or
omitting.
• Interpret accurately and remain impartial including in sometimes adversarial and
emotionally charged situations.
• Conduct ongoing research into variations in terminology and usage of the specified
languages.
• Use office equipment, including computers, telephones, and copiers, as required by
the assignments.
• Provide and use transmitter and receiver equipment for simultaneous spoken
language interpretation.
• Understand and adhere to California statutes, rules of law and applicable personnel
rules concerning interpretation/translation.
• Interact professionally and cooperatively with those contacted in the course of work.
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SCHEDULE OF FEES AND EXPENSES
Written Translation:
Spanish: $0.14 per word
Hmong: $0.16 per word
Punjabi: $0.16 per word
Other: $0.22 per word
Minimum Translation Charge: $65/project
Desktop Publishing Fee: $35/project. This applies to any headings, chart, graphics,
images that are not editable and the words need to be extracted to be translated.
Interpreting (Remote and On -Site)
Spanish: $85.00/hour per interpreter
Hmong: $120.00/hour per interpreter
Punjabi: $120.00/hour per interpreter
Other: $155.00/hour per interpreter
• 2-hour minimum charge for all in -person assignments
ASL Interpreting
$95.00/hour per interpreter
- 2-hour minimum charge for all in -person assignments
Telephonic Interpretation:
Spanish: $0.80 per minute
Hmong: $0.85 per minute
Punjabi: $0.85 per minute
Other: $0.95 per minute
Video Remote Interpretation (1-hour minimum):
Spanish: $0.90 per minute
Hmong: $1.15 per minute
Punjabi: $1.15 per minute
Other: $1.25 per minute
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Cancellation policy: any assignment (in -person or virtual) in less than 24 hours of the
date of service the minimum will be charged (1-2 hours)
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (the City)
and Focus Language International, Inc. (the Consultant)
Translation and Interpretation Services on an As-Needed/On-Demand Basis
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto). If personal automobile coverage is used, the
City, its officers, officials, employees, agents, and volunteers are to be listed
as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to the
Consultant's profession. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
the Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
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(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER's LIABILITY-
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager
or designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects the City, its officers, officials, employees,
agents, and volunteers; or
(ii) The Consultant shall provide a financial guarantee, satisfactory to
the City's Risk Manager or designee, guaranteeing payment of
losses and related investigations, claim administration and defense
expenses. At no time shall the City be responsible for the payment
of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional
insured status for the City and for all ongoing and completed operations by
use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and
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CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and
volunteers. Any available insurance proceeds in excess of the specified
minimum limits and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, the Consultant's insurance
coverage shall be primary insurance with respect to the City, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents,
and volunteers shall be excess of the Consultant's insurance and shall not
contribute with it. The Consultant shall establish primary and non-
contributory status by using ISO Form CG 20 01 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Com ensation insurance polic is to contain, or be endorsed to contain, the
following provision: the Consultant and its insurer shall waive any right of subrogation
against the City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability Errors and Omissions insurance policy is written on a claims -
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the Agreement work or termination
of the Agreement, whichever occurs first, or, in the alternative, the policy
shall be endorsed to provide not less than a five-year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by the Consultant, the
Consultant must purchase "extended reporting" coverage for a minimum of
five years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty
calendar days written notice by certified mail, return receipt requested, has been given to
the City. The Consultant is also responsible for providing written notice to the City under
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the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non -renewal, or reduction in coverage or in limits, the Consultant shall
furnish the City with a new certificate and applicable endorsements for such policy(ies).
In the event any policy is due to expire during the work to be performed for the City, the
Consultant shall provide a new certificate, and applicable endorsements, evidencing
renewal of such policy not less than fifteen calendar days prior to the expiration date of
the expiring policy.
Should any of the required policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by the Consultant shall not be deemed to release or
diminish the liability of the Consultant, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by the Consultant. Approval or purchase of
any insurance contracts or policies shall in no way relieve from liability nor limit the liability
of the Consultant, its principals, officers, agents, employees, persons under the
supervision of the Consultant, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If the Consultant subcontracts any or all of the services to be
performed under this Agreement, the Consultant shall require, at the discretion of the City
Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with
the City to provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by the City Risk Manager or designee. If no Side Agreement
is required, the Consultant will be solely responsible for ensuring that its subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or designee prior to the City's
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of the City, the Consultant shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Translation and Interpretation Services on an As-Needed/On-Demand Basis
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
❑
❑x
its agents?
2
Do you represent any firm, organization, or person who is in
❑
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who
❑
❑x
do business with the City of Fresno?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with
❑
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee
El
❑x
who has any significant role in the subject matter of this
service?
6
Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
Ci
❑
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation: NA
:1 Additional page(s) attached.
0o 8u ,ned bY:
StLV' (AW 11/21/2022
11/21/2022
Date
selin Cacao
(Name)
Focus Language International INC
(Company)
14450 park ave suite 100 victorville,CA 92392
(Address)
(City, State Zip)
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FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement (Amendment) is effective as of "/"/'0" , (the
Effective Date) and amends the Agreement entered into by and between the City of Fresno,
a California municipal corporation (City), and Translating Services, Inc. DBA Lazar
Translating & Interpreting, a California Stock Corporation (Consultant).
RECITALS
A. City and Consultant entered into an agreement dated 11/28/2022 (the
Agreement) to provide Translation and Interpretation services on an as -needed, on -
demand basis for compensation not to exceed $800,000
B. City and Consultant now desire to amend the Agreement to include additional
federal requirements, as set forth in the attached Exhibit A.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual
in nature, the mutual promises herein contained, and for other good and valuable
consideration hereby acknowledged, the parties agree that the Agreement be amended as
follows:
1. Federal Requirements. Consultant hereby agrees to comply with all applicable
federal requirements, which are attached hereto as Exhibit A and incorporated
herein by reference.
2. Effect of Amendment. Except as expressly modified by this Amendment, the
Agreement remains in full force and effect. In the event of any conflict between the
Agreement and this Amendment, this Amendment shall control.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the date set
forth above.
CITY OF FRESNO,
a California municipal corporation
FOCUS LANGUAGE INTERNATIONAL
INC.
A California Stock Corporation
O■■on.1, g� d by: p
By:��y�.,�I, 11/28/2022 Docu5i9ned by: 11/21/2022
l�-S ap1a7CF9f B
Aaron Aguirre, PARCS Director By: kuv' (..
APPROVED AS TO FORM:
RINA M. GONZALES
Interim City Attorney
oo 64nedby: 11/28/2022
By: �ciulain , f Vsf
gsnn. rsenea
au ine rickey Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:[0—lidne1 by:
fi" q6w 11/29/2022
Deputy E9
Name:
Selin cacao
Title: President
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
DOCu5i9 ned by:
By: Nato& P(AAA 11/27/2022
Name: Natalie Pena
Title: vice President
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
L/UI.Uoiyi1 CIIVCIUFIC ILI. voctAU/HU-r I DL-'T I I I -DU IM-000DODI�C I5U'i
Exhibit A
Federal Requirements (CDBG)
False Information
Bidder is advised that providing false, fictitious or misleading information with respect to CDBG funds
may result in criminal, civil or administrative prosecution under 18 U.S.C. § 1001, 18 U.S.C. § 1343,
31 U.S.C. § 3729, 31 U.S.C. § 3801 or another applicable statute. Bidder shall promptly refer to City
and HUD's Office of the Inspector General any credible evidence that a principal, employee, agent,
subcontractor, or other person has submitted a false claim under the False Claims Act or has
committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity,
or similar misconduct involving CDBG funds. Bidder shall ensure that contractual language in third
party contracts enforces these provisions.
Access to Project Site and Records
Bidder will provide access to the City, HUD, the Comptroller General of the United States, or any of
their duly authorized representatives to any books, documents, papers, and records of the contractor
which are directly pertinent to that specific contract for the purpose of making audit, examination,
excerpts, and transcriptions. Contractor will retain all required records for three years after final
payments are made and all other pending matters are closed.
Bidder will provide suitable access to the project site at all reasonable times during construction to
the City, HUD, the Comptroller General of the United States, or any of their duly authorized
representatives. Contractor shall also meet all reporting requirements to allow City to comply with
the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282).
Equal Employment Opportunity
Bidder shall abide by all Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations
at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor. All contracts and subcontracts entered into will contain the
following equal opportunity clause:
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated during
employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or
national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
IJUUUJlylI CI IVCIUPU ILJ. uommuI MU-r IDL-•F I! I -DU 1^-000D0Dk F_I-,U-+
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising
the said labor union or workers' representatives of the contractor's commitments under this section,
and shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency and
the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor
or vendor. The contractor will take such action with respect to any subcontract or purchase order as
the administering agency may direct as a means of enforcing such provisions, including sanctions
for noncompliance.
Reporting Requirements
Bidder and any proposed subcontractor shall comply with the filing requirements of 41 CFR §60-1.7
by filing Standard Form 100 (EEO-1) only if (1) the bidder has 50 or more employees; and (2) the
contract value will be greater than $50,000.
Bidder and any proposed subcontractor shall complete the Affirmative Action Program Certification
of Compliance only if (1) the bidder has 50 or more employees; (2) the work is for non -construction
supply or service; and (2) the contract value will be greater than $50,000.
Elimination of Segregated Facilities
Bidder shall ensure that facilities provided for employees are provided in such a manner that
segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national
origin cannot result. The contractor may neither require such segregated use by written or oral
policies nor tolerate such use by employee custom. The contractor's obligation extends further to
ensuring that its employees are not assigned to perform their services at any location, under the
contractor's control, where the facilities are segregated. This obligation extends to all contracts
containing the equal opportunity clause regardless of the amount of the contract. The term "facilities,"
as used in this section, means waiting rooms, work areas, restaurants and other eating areas, time
clocks, restrooms, wash rooms, locker rooms, and other storage or dressing areas, parking lots,
drinking fountains, recreation or entertainment areas, transportation, and housing provided for
employees; Provided, That separate or single -user restrooms and necessary dressing or sleeping
areas shall be provided to assure privacy between the sexes.
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Suspension and Debarment
By submitting a bid/proposal under this solicitation, the Bidder certifies that neither it nor any person
or firm who has an interest in the Bidder's firm is a person or firm ineligible to be awarded
Government contracts, contracts or participate in programs pursuant to 2 CFR Part 180.
The Bidder agrees that no part of this work shall be subcontracted to any person or parties listed on
the government -wide Excluded Parties List System in the System for Award Management (SAM), in
accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR
Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235). In addition, bidders shall
ensure that contractual language in third party contracts enforce this provision.
Subcontracting
The Bidder shall take the following steps to e
awarded to small business firms, minority firms,
area firms described in Executive Orders 11625,
isure that, whenever possible, subcontracts are
women's business enterprises, and labor surplus
12432 and 12138, and 2 CFR part 200:
1. Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
2. Assuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority business, and women's business
enterprises;
4. Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority business, and women's business enterprises; and
5. Using the services and assistance of the U.S. Small Business Administration, the Minority
Business Development Agency of the U.S. Department of Commerce, and State and local
governmental small business agencies.
Definitions:
Disadvantaged business enterprise (DBE) means an entity owned or controlled by a socially and
economically disadvantaged individual as described by Public Law 102-389 (42 U.S.C. 4370d) or an
entity owned and controlled by a socially and economically disadvantaged individual as described
by Title X of the Clean Air Act Amendments of 1990 (42 U.S.C. 7601 note); a Small Business
Enterprise (SBE); a Small Business in a Rural Area (SBRA); or a Labor Surplus Area Firm (LSAF),
a Historically Underutilized Business (HUB) Zone Small Business Concern, or a concern under a
successor program.
Labor surplus area firm (LSAF) means a concern that together with its first -tier subcontractors will
perform substantially in labor surplus areas (as identified by the Department of Labor in accordance
with 20 CFR part 654). Performance is substantially in labor surplus areas if the costs incurred under
the contract on account of manufacturing, production or performance of appropriate services in labor
surplus areas exceed 50 percent of the contract price.
Minority business enterprise (MBE) means a business enterprise that is at least 51 percent owned
by a minority group or groups including: a Disadvantaged Business Enterprise (DBE) other than a
Small Business Enterprise (SBE), a Labor Surplus Area Firm (LSAF), a Small Business in Rural
Areas (SBRA), or a Women's Business Enterprise (WBE).
Small business, small business concern or small business enterprise (SBE) means a concern,
including its affiliates, that is independently owned and operated, not dominant in the field of
operation in which it is bidding, and qualified as a small business under the criteria and size standards
in 13 CFR part 121.
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Women's business enterprise (WBE) means a business concern which is at least 51% owned or
controlled by women. Determination of ownership by a married woman in a community property
jurisdiction will not be affected by her husband's 50 percent interest in her share. Similarly, a
business concern which is more than 50 percent owned by a married man will not become a
qualified WBE by virtue of his wife's 50 percent interest in his share.
PROCUREMENT OF RECOVERED MATERIALS
Bidder must comply with section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring
only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part
247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;
procuring solid waste management services in a manner that maximizes energy and resource
recovery; and establishing an affirmative procurement program for procurement of recovered
materials identified in the EPA guidelines.
ENERGY EFFICIENCY
Bidder will comply with mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation (42 U.S.C. 6201).
ANTI -LOBBYING
For contracts in excess of $100,000, the Bidder certifies that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence an
officer or employee of any agency, a member of Congress, officer or employee of Congress, or
an employee of a member of Congress in connection with obtaining any Federal contract, grant
or any other award covered by 31 U.S.C. 1352. Further, the contractor agrees to disclose any
lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
CLEAN AIR ACT
For contracts in excess of $150,000, the Bidder agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to
the Federal awarding agency and the Regional Office of the Environmental Protection Agency
(EPA).
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