HomeMy WebLinkAboutLeFlore Group The LLC Agreement Consultant 12.6.2022 LJUUUJIIJ.1I CIIVCWpt::IU.UI CUDUr M-CCU 1--+UI G-Z7GGC-'-FCMJJV00V 14l' 17 $- `1,
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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective December 6, 2022
by and between the CITY OF FRESNO, a California municipal corporation (the City),
and The LeFlore Group, LLC (the Consultant).
The City desires to obtain professional services and the Consultant is capable,
legally qualified and willing to furnish said services.
THE PARTIES THEREFORE AGREE as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the
City the Scope of 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 Aareement and Time for Performance. This Agreement shall be
effective from the date first set forth above and shall continue in full force and effect
through the earlier of complete rendition of the services hereunder or June 30, 2025,
subject to any earlier termination in accordance with this Agreement. The services of the
Consultant as described in Exhibit A are to commence upon the City's issuance ofa
written "Notice to Proceed." Work shall be undertaken and completed in a professional
and expeditious manner.
3. Compensation.
(a) The Consultant's sole compensation for satisfactory performance of
all services required or rendered pursuant to this Agreement shall be a total fee not to
exceed , Two H u n d r e d Sixty-Nine Thousand, Three H u n d r e d S i x t y Dollars
($269,360) payable on such termsand in such amounts as set forth in the Schedule of
Fees in EXHIBIT A. Such fees include all expenses incurred by the Consultant in
performance of such services.
(b) Detailed statements shall be rendered monthly and will be payable
in the normal course of City business.
(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 in compliance with all Federal Transit
Administration (FTA) procurement guidelines, and 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
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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
services provided hereunder; or (iv) expiration of this Agreement.
(b) Upon any termination or expiration of this Agreement, theConsultant
shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its
subcontractors to cease work; and (iii) immediately return to the City any and allunearned
payments and all properties and materials in the possession of the Consultantthat are
owned by the City. Subject to the terms of this Agreement, the Consultant shallbe 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.
(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 applicablelaw;
(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 Director'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 Director 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 Director
of the cessation of such occurrence.
(g) The Consultant agrees that, notwithstanding any contrary provision
in this Agreement, any dispute arising from or relating to this Agreement (including,
without limitation, disputes based on contract, tort, equity or statute) may, at the City's
option, be joined and consolidated with any other dispute or disputes arising from or
relating to the services provided hereunder so that all disputes arising from or relating to
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the services provided hereunder may be resolved in a single proceeding. The Consultant
hereby specifically waives any objection it may otherwise have to such joinder and
consolidation and specifically consents to mediation, arbitration or any other dispute
resolution mechanism, forum or proceeding necessary to effectuate the joinder and
consolidation contemplated by this provision.
(h) Any notice of termination sent to the Consultant shall include the
reason(s) for such termination or state that it is without cause.
(i) FTA Protest Notification: The Consultant is hereby notified that this
contract is funded in whole or in part by the Federal Department of Transportation; the
Federal Transit Administration (FTA) may entertain a protest that alleges that the City
failed to have or follow written protest procedures. The Consultant must file a protest with
the FTA not later than five days after the City renders a final decision or five days after
the Consultant knows or has reason to know that the City has failed to render a final
decision. Protests to the FTA must be filed in accordance with FTA Circular 4220.1 F (as
periodically updated). If a protest has been filed with the FTA, the City will not make an
award of contract unless the the City determines that: (1) the items to be procured are
urgently required; (2) delivery of performance will be unduly delayed by failure to make
the award promptly; or (3)failure to make prompt award will otherwise cause undue harm
to the City or the Federal Government.
5. Confidential Information.
(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 City. 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, designs, drawings, specifications, 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.
i. Permission granted to the Consultant to disclose information on one
occasion shall not authorize the Consultant to further disclose such
information or any other information or disseminate the same on any
other occasion.
ii. The Consultant shall not comment publicly to the press or any other
media regarding the Agreement or the City's actions on the same,
except to the City's personnel or the Consultant's personnel involved
in the performance of this Agreement at public hearings or in
response to questions from a Legislative committee.
iii. The Consultant shall not issue any news releases or any public
relations item of any nature, whatsoever, regarding work performed
or to be performed under this Agreement without prior review of the
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contents thereof by the City and receipt of the City's written
permission.
(b) 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.
(c) This Section 5 shall survive expiration or termination of this
Agreement.
6. Licenses. 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 employees and subcontractors, if any, are skilled and properlylicensed by the
State of California to perform in accordance with the standards necessary to perform the
services agreed to be done by it under this Agreement, theCity 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 theservices 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 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) incurred by the City, the
Consultant or any other person, and from any and all claims, demands and actions in law
or equity (including attorney's fees and litigation expenses), arising or alleged to have
arisen directly or indirectly out of performance of this Agreement. The Consultant's
obligations under the preceding sentence shall apply regardless of whetherthe City or any
of its officers, officials, employees, agents, or volunteers are actively or passively
negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused by the sole negligence or willful misconduct of the City or any of its
officers, officials, employees, agents, or volunteers, except when such officers, officials,
employees, agents, or volunteers are under the direct supervision and controlof the
Consultant.
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
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California and rated no less than "A-Vll" 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
his or her 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 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 thatthe 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 ofthe
Consultant, its principals, officers, agents, employees, persons under thesupervision 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 20 37 10 01 or by an
executed manuscript company endorsement providing additional insured status as broad
as that contained in ISO Form CG 20 10 11 85.
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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 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.), the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section
4-112 of the Fresno Municipal Code (ineligibility to Compete). 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 alllaws 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, lawful or unlawful, contingent or otherwise, direct or
indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder.
The City shall have the right, in its discretion, to deduct from any paymentto the
Consultant under this Agreement, or otherwise recover the full amount of, any rebate,
kickback or other consideration paid by the Consultant in violation of any representation
or warranty under this section.
(e) Neither the Consultant, nor any firm affiliated with the Consultant, nor
any of the Consultant's subcontractors performing any services provided hereunder,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 Agreement with the exception of any
subcontractor whose services are limited to providing surveying or materials testing
information. 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 Agreement 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. An affiliated firm is one which is subject
to the control of the same person(s) through joint-ownership or otherwise.
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(f) The Consultant shall disclose any financial, business, or other
relationship with the City that may have an impact upon the outcome of this Agreement
or any ensuing the City project or agreement. The Consultant shall also disclose any
current clients who may have a financial interest in the outcome of this Agreement orany
ensuing the City project or agreement, which will follow.
(g) The 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 Agreement.
(h) 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.
(i) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recycling Program. In the event the Consultant maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(i) 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.
(ii) 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.
(iii)Cooperate with and demonstrate to the satisfaction of the City's Solid
Waste Management Division the establishment of the recycling
program in paragraph (i) above and the ongoing maintenance
thereof.
11. General Terms Federal and State Assurances and Requirements.
(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 Director or designee.
(b) Records of the Consultant's expenses pertaining to the services
provided under this Agreement shall be kept on a generally recognized accounting basis.
The Consultant and its subcontractors shall maintain all books, documents, papers,
accounting records, and other evidence pertaining to the performance of the Agreement
including, but not limited to, the costs of administering the Agreement. The Consultant
and its subcontractors shall make such materials available at their
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respective offices at all reasonable times during the period of this Agreement and for three
years, or longer if required by law, from the date of final payment under the Agreement.
The City, the State, the State Auditor, FTA or any duly authorized representative of the
federal government shall have access to any books, records, papers, accounting records
and other documents of the Consultant and its subcontractors that are pertinent to the
Agreement for audit, examinations, excerpts,and transcriptions. Copies thereof shall be
furnished by the Consultant, if requested.
If any litigation, claim, negotiations, audit or other action is commenced
before the expiration of the three-year time period, all records shall be retained and made
available 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 ofthe services to be
performed under this Agreement, the Consultant shall cause each subcontractor to also
comply with the requirements of this section and in the event a subcontract is entered into
for an amount in excess of $25,000 the subcontract shall include this paragraph in its
entirety. 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 to perform the services called for by this Agreement
(or that no license is required) before beginning work.
(d) The Consultant's services pursuant to this Agreement shall be
provided under the supervision of [Consultant's Supervisor Name], and he/she shall not
assign another to supervise the Consultant's performance of this Agreement without the
prior written approval of the Director.
(e) The City will carry out any applicable federal requirements in the
administration of this Agreement. Notwithstanding Section 25 herein, the Consultant
agrees to comply with and give precedence to all applicable federal and state assurances
and requirements, if any, identified in Exhibit D along with any attachments it may
have and require that each subcontract include the same assurances by and
requirements of each of its subcontractors.
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
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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' 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 thisAgreement
so as to verify that the Consultant is performing its obligations in accordancewith 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
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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 withSocial 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 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. Assictnment.
(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.
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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, including, but not limited to, the Americans with Disabilities Act (42
U.S.C. §§ 12101 et seq.), 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 partiesto 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. Head. 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.
21. Severabilit . 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.
11
UUUU,D1 I I CI IVU1UPU IL/.JI CUDUrM-CDU 1-4U/L-Z1LGD-•4DML'UUJJU I'%-,
26. 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. RFQ or RFP Document. Any Request for Qualifications, Request for
Proposal, or Request for Qualifications and Proposal, and documents issued therewith
(collectively referred to herein as RFQ) by the City that resulted in selection of the
Consultant for entry into this Agreement are hereby incorporated into and made a part
of this Agreement. In the event of a conflict between the RFQ and this Agreement
(including any Exhibit hereto), this Agreement (including any Exhibit hereto) shall take
precedence.
[SIGNATURES FOLLOW ON NEXT PAGE.]
12
L/UUUJIIJ.I I CI IVCIUYU IV..71 CUOUrM-GNU 1-4U/ 1•+1J
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, effective the day and year first above written.
CITY OF FRESNO, Rodolphus LeFlore,
A California municipal,corporation The LeFlore Group, LLC
By: 1 s By-
Greg `
o A. Barfield,•
Direc o of Transportation Name: � 61
Fres o rea Express/
Transportation Department Title:
{If corporation or LLC, Board Chair, Pres.
ATTEST: or Vice Pres.)
TODD STERMER, CIVIC
City Clerk By:
Ox US�Oned by-
vti qbw 12/29/2022 Name:
Deputy
Title:
CITY ATTORNEY'S OFFICE (If corporation or LLC, CFO,Treasurer,
By. n� Secretary or Assistant Secretary)
i" 12/22/22
Pauline Brickey Any Applicable Professional License:
Deputy City Attorney Number:
City Attorney's Department Name:
Date of Issuance.-
REVIEWED BY
*h Q� em
Linda Taylor
Administrative Manager
Fresno Area Express/Transportation
Department
13
LjUt_;Uoly II CI IVUjUpt;IU.VI CUDUrM-CDU 1-'+U l L-Z1L4D-'#DM00000U 1'0-1
Addresses:
CITY: CONSULTANT:
City of Fresno The LeFlore Group
Attention: Linda Taylor, Attention: Rudolphus LeFlore,
Administrative Manager President
2223 G Street 8015 Ocean View Avenue
Fresno, CA 93706 Whittier, CA 90602
Phone: (559) 621-1441 Phone: (562) 696-6996
FAX: (559) FAX: (562) 698-3384
Attachments:
1. Exhibit A- Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
4. Exhibit D - Federal Requirements
5. Exhibit E — Debarment and Suspension Certification
6. Exhibit F — Non-Lobbying Certification
7. Exhibit G — DBE Declaration
14
LIUUUJIIy.I I CIIVCMyU IU.UI CUDUr^-CDU 1-4U/G-�Z4D-YD/1JJUJ0U 1'FV
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (the City)
and The LeFlore Group, LLC (the Consultant)
Compliance and Oversight Support
Insert LeFlore Proposal
Page 15 of
UUUU,Dl II CIIVt-Mpt;IU.ZY!CUDVFM-CDV I-'#U I G-�LLD-1+DMJJUJJU 1°+11
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (the City)
and The LeFlore Group, LLC (the Consultant)
Compliance and Oversight Su art
MINIMUM SCOPE OF INSURAN-C-E
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).
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 ALTA's
profession.
MINIMUM LIMITS OF INSURANCE
ALTA, or any party the ALTA subcontracts with, shall maintain limits of liability of not less than those
set forth below. However, insurance limits available to CUSTOMER, 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:
1. 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,
(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.
Page 16 of
L/UI:U01 I I CI IVU1L)pC IU.�/CVDVFM-CDV 1--tU/L-JGG�-•F�/1J:IVJJV 141J
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 INSLJRANCE
In the event ALTA 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 CUSTOMER, its officers, officials, employees,
agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
ALTA shall be responsible for payment of any deductibles contained in any insurance policy(ies)
required herein and ALTA 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 CUSTOMER's Risk Manager or designee. At the option of the CUSTOMER's Risk
Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects CUSTOMER, its officers, officials, employees,
agents, and volunteers; or
(ii) ALTA shall provide a financial guarantee, satisfactory to CUSTOMER's
Risk Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time
shall CUSTOMER 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. CUSTOMER, its officers, officials, employees, agents, and volunteers are to be covered
as additional insureds. ALTA shall establish additional insured status for the
CUSTOMER and for all ongoing and completed operations under the Commercial
General Liability policy by use of ISO Forms or an executed manuscript insurance
company endorsement providing additional insured status. The Commercial General
endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or
both CG 20 10 & CG 20 37.
2. The coverage shall contain no special limitations on the scope of protection afforded to
CUSTOMER, 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, ALTA's insurance coverage shall be primary
insurance with respect to the CUSTOMER, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the CUSTOMER, its
officers, officials, employees, agents, and volunteers shall be excess of ALTA's
Page 17 of
UUUUJI{y.II CI IVCIUpt:IU.5(CUDUrM-CDU I-'#UI/-j44D-1FDMJJU0JU
insurance and shall not contribute with it. ALTA 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 20 01 04 13.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following
provision: ALTA and its insurer shall waive any right of subrogation against CUSTOMER, 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 ALTA.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five (5) 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 (5) 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 ALTA, ALTA must purchase "extended reporting" coverage
for a minimum of five (5) 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 CUSTOMER 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 (30) calendar days written
notice by certified mail, return receipt requested, has been given to CUSTOMER. ALTA is also
responsible for providing written notice to the CUSTOMER under 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, ALTA shall furnish CUSTOMER 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 CUSTOMER, ALTA shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) 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 ALTA shall not be deemed to release or diminish the liability of
ALTA, 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 ALTA.
Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor
limit the liability of ALTA, its principals, officers, agents, employees, persons under the supervision of
ALTA, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed
directly or indirectly by any of them.
SUBCONTRACTORS - If ALTA subcontracts any or all of the services to be performed under this
Agreement, ALTA shall require, at the discretion of the CUSTOMER Risk Manager or designee,
subcontractor(s) to enter into a separate Side Agreement with the CUSTOMER 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 CUSTOMER Risk
Page 18 of
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Manager or designee. If no Side Agreement is required, ALTA will be solely responsible for
ensuring that it's subcontractors maintain insurance coverage at levels no less than those required
by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
ALTA shall furnish CUSTOMER with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received and
approved by the CUSTOMER'S Risk Manager or his/her designee prior to CUSTOMER'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 CUSTOMER, ALTA
shall immediately furnish CUSTOMER 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.
Page 19 of
LIUI.UJIyJ I GI I VCIUptC IIJ..'7/CUDUrM-CDU 1-4U/L-yG4D-'#DM0000JU 1'}l�
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Compliance & Oversight Support
YES* NO
1 Are you currently in litigation with the City of Fresno or any of ] Cr
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 ❑ IV
who 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 ❑ l�
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 ❑
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 ❑
connection with this Agreement?
* If the answer to any question is yes, please explain in full below.
Explanation: r
Pigs tfire
Date
LdoZ21ui-
(name)
(company) '
(address)
Y'Additional page(s)attached. 1 � �
(city state zip)
L/UUU01YJ I C1IVCIUpC IU. Z1!CUDUrH-CDU I-4UI L-:J44D-1+01-:JUUJJU 141,
EXHIBIT D
FEDERAL REQUIREMENTS
Consultant Service Agreement between City of Fresno
And The LeFlore Group, LLC
This contract is subject to a financial assistance contract between the City of Fresno
(the City) and the Federal Transit Administration (FTA), including American Recovery and
Reinvestment Act (ARRA) funding, which requires that this contract contain the following
clauses:
NO GOVERNMENT OBLIGATION TO THIRD PARTIES
(1) The City and contractor/vendor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the
Federal Government is not a party to this contract and shall not be subject to any obligations
or liabilities to the purchaser, contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the underlying contract.
(2) The contractor agrees to include the above clause in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clause shall
not be modified, except to identify the subcontractor who will be subject to its provisions.
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
(1)The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies, "49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of
the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the
underlying contract or the FTA assisted project for which this contract work is being performed.
In addition to other penalties that may be applicable, the contractor further acknowledges that
if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission,
or certification, the Federal Government reserves the right to impose the penalties of the
Program Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal
Government deems appropriate.
(2) The contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under
a contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves
the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. § 5323(I) on the contractor,
to the extent the Federal Government deems appropriate.
LIUUUc)J I I CI IV CIUFIC I LJ.ZJ/CUDUFM-CDU I-4U/L-ZILLD-4DMJJUJJU I•Fkl
(3) The contractor agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses
shall not be modified, except to identify the subcontractor who will be subject to the provisions.
ACCESS TO RECORDS AND REPORTS
(1) Record Retention. The Contractor will retain, and will require its subcontractors of all tiers
to retain, complete and readily accessible records related in whole or in part to the contract,
including, but not limited to, data, documents, reports, statistics, sub-agreements, leases,
subcontracts, arrangements, other third party agreements of any type, and supporting
materials related to those records.
(2) Retention Period. The Contractor agrees to comply with the record retention requirements
in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records,
accounts and reports required under this Contract for a period of at not less than three (3)
years after the date of termination or expiration of this Contract, except in the event of litigation
or settlement of claims arising from the performance of this Contract, in which case records
shall be maintained until the disposition of all such litigation, appeals, claims or exceptions
related thereto.
(3) Access to Records. The Contractor agrees to provide sufficient access to FTA and its
contractors to inspect and audit records and information related to performance of this contract
as reasonably may be required.
(4) Access to the Sites of Performance. The Contractor agrees to permit FTA and its
contractors access to the sites of performance under this contract as reasonably may be
required.
FEDERAL CHANGES
(1) Contractor shall at all times comply with all applicable FTA regulations, policies,
procedures and directives, including without limitation those listed directly or by reference in
the Master Agreement between Purchaser and FTA, as they may be amended or promulgated
from time to time during the term of this contract. Contractor's failure to so comply shall
constitute a material breach of this contract.
TERMINATION
(1) Termination for Convenience: The City of Fresno may terminate this contract, in whole or
in part, at any time by written notice to the contractor. The contractor shall be paid its costs,
including contract close out costs, and profit on work performed up to the time of termination.
The contractor shall promptly submit its termination claim to be paid by contractor. If the
contractor has any property in its possession belonging to the City of Fresno, the contractor
will account for the same, and dispose of it in the manner the City of Fresno directs.
(2) Termination for Default: If the contractor does not deliver supplies in accordance with the
LIUUUJIly.1I CI IVCIUyt:ILI.Z3I CUDUr/1-00U I"FUI L-yLLD--+DH:JUUJJU I•Fl,
contract delivery schedule, or, if the contract is for services, the contractor fails to perform in
the manner called for in the contract or if the contractor fails to comply with any other
provisions of the contract, the City of Fresno may terminate this contract for default.
Termination shall be effected by serving a notice of termination on the contractor setting forth
the manner in which the contractor is in default. The contractor will only be paid the contract
price for supplies delivered and accepted, or services performed in accordance with the
manner of performance set forth in the contract.
(3) If it is later determined by the City of Fresno that the contractor had an excusable reason
for not performing, such as a strike, fire, or flood, events which are not the fault of, or are
beyond the control of the contractor, the City of Fresno, after setting up a new delivery or
performance schedule, may allow the contractor to continue work, or treat the termination as
a termination for convenience.
CIVIL RIGHTS
The City is an Equal Opportunity Employer. As such, the City agrees to comply with all
applicable Federal civil rights laws and implementing regulations. Apart from inconsistent
requirements imposed by Federal laws or regulations, the City agrees to comply with the
requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA
to support procurements using exclusionary or discriminatory specifications.
Under this Agreement, the Contractor shall at all times comply with the following requirements
and shall include these requirements in each subcontract entered into as part thereof.
(1) Nondiscrimination — In accordance with Federal transit law at 49 U.S.C. § 5332, the
Contractor agrees that it will not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, disability, or age. In addition,
the Contractor agrees to comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.
(2) Equal Employment Opgortunity — The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C.
§ 5332, the Contractor agrees to comply with all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"
41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity
in Federal Employment, September 24, 1965, 42 U.S.C. § 2000e note, as amended by
any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e
note. The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their
race, color, religion, national origin, or sex (including sexual orientation and gender
identity). Such action shall include, but not be limited to, the following: employment,
promotion, demotion or transfer, recruitment or recruitment advertising, layoff or
LIUI.U,D1y[I CIIVCIUP"IU.. /CUDUrM-CCU IWU/L'7G4D-1+0MJJU00U 141r
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(b) Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§
621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations,
"Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act
of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services
regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving
Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. §
5332, the Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as
amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42
U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C.
§4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it
will not discriminate against individuals on the basis of disability. In addition, the
Contractor agrees to comply with any implementing requirements FTA may issue.
(3) The contractor also agrees to include these requirements in each subcontract financed
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
the affected parties.
DISADVANTAGED BUSINESS ENTERPRISE DBE
(The contractor, subrecipient or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this contract. The contractor shall carry out
applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted
contracts. Failure by the contractor to carry out these requirements is a material breach of this
contract, which may result in the termination of this contract or such other remedy as the
recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b).
INCORPORATION OF FTA 4220.1 F TERMS
(1) The preceding provisions include, in part, certain Standard Terms and Conditions required
by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual
UUUUJIIy.II CI IVCIUpt!IU. UI CUDUrM-CDU I-'#U/G-ULLD-'+DMJJUJJU 141.r
provisions required by DOT, as set forth in FTA Circular 4220.1 F, dated November 1, 2008,
are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all
FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions
contained in this Agreement. The contractor shall not perform any act, fail to perform any act,
or refuse to comply with any City of Fresno request, which would cause the City of Fresno to
be in violation of the FTA terms and conditions.
(2) Flow Dawn —The incorporation of FTA terms has unlimited flow down.
SUSPENSION AND DEBARMENT
The Contractor shall comply and facilitate compliance with U.S. DOT regulations,
"Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and
supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies
on Government Wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180.
These provisions apply to each contract at any tier of $25,000 or more, and to each contract
at any tier for a federally required audit (irrespective of the contract amount), and to each
contract at any tier that must be approved by an FTA official irrespective of the contract
amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors
are eligible to participate in this federally funded contract and are not presently declared by
any Federal department or agency to be:
a) Debarred from participation in any federally assisted Award;
b) Suspended from participation in any federally assisted Award;
c) Proposed for debarment from participation in any federally assisted Award;
d) Declared ineligible to participate in any federally assisted Award;
e) Voluntarily excluded from participation in any federally assisted Award; or
f) Disqualified from participation in ay federally assisted Award.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by the AGENCY.
If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an
erroneous certification, in addition to remedies available to the AGENCY, the Federal
Government may pursue available remedies, including but not limited to suspension and/or
debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part
180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout
the period of any contract that may arise from this offer. The bidder or proposer further agrees
to include a provision requiring such compliance in its lower tier covered transactions.
RESOLUTION OF DISPUTES. BREACHES, OR OTHER LITIGATION
(1) The validity of this Agreement and of any of its terms and provisions, as well as the rights
and duties of the parties, shall be governed by the laws of the State of California. In the event
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of litigation between the two parties, proper venue shall be laid in a court of competent
jurisdiction in the County of Fresno, State of California.
(2) Disputes arising in the performance of this Contract which are not resolved by agreement
of the parties shall be decided in writing by the authorized representative of (Recipient)'s
Maintenance Manager. This decision shall be final and conclusive unless with ten (10) days
from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal
to the Maintenance Manager. In connection with any such appeal, the Contractor shall be
afforded an opportunity to be heard and to offer evidence in support of its position. The
decision of the Maintenance Manager shall be binding upon the contractor and the Contractor
shall abide by the decision.
(3) Pending final resolution of a dispute in hereunder, the Contractor shall proceed diligently
with the performance of this Agreement and in accordance with the City's decision.
LOBBYING
The prospective participant certifies, by signing and submitting this bid or proposal, to the best
of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee
of any Federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal contract,
the making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying
Activities," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she
shall require that the language of this certification be included in all lower tier subcontracts,
which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.
The certificate titled Non Lobbying Certification must be completed and returned with
your bid. This certificate is located herein.
UUI:U01yiI CI IVCIUFIC IU.UI CUDUFM-CDU I-'#U/L-ZJLLD-'+DM000JJU 1'#l+
CLEAN AIR
(1)The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees
to report each violation to the Purchaser and understands and agrees that the Purchaser will,
in turn, report each violation as required to assure notification to FTA and the appropriate EPA
Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
CLEAN WATER
(1)The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sea. The
Contractor agrees to report each violation to the Purchaser and understands and agrees that
the Purchaser will, in turn, report each violation as required to assure notification to FTA and
the appropriate EPA Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
FLY AMERICA
Fly America Requirements:
(1) Definitions. As used in this clause- "International air transportation" means transportation
by air between a place in the United States and a place outside the United States or between
two places both of which are outside the United States. "United States" means the 50 States,
the District of Columbia, and outlying areas. "U.S.-flag air carrier" means an air carrier holding
a certificate under 49 U.S.C. Chapter 411.
(2) When Federal funds are used to fund travel, Section 5 of the International Air
Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act)
requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-
financed international air transportation of personnel (and their personal effects) or property,
to the extent that service by those carriers is available. It requires the Comptroller General of
the United States, in the absence of satisfactory proof of the necessity for foreign-flag air
transportation, to disallow expenditures from funds, appropriated or otherwise established for
the account of the United States, for international air transportation secured aboard a foreign-
flag air carrier if a U.S.-flag air carrier is available to provide such services.
(3) If available, the contractor, in performing work under this contract, shall use U.S.-flag
carriers for international air transportation of personnel (and their personal effects)or property.
(4) In the event that the contractor selects a carrier other than a U.S.-flag air carrier for
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international air transportation, the contractor shall include a statement on vouchers involving
such transportation essentially as follows:
Statement of Unavailability of U.S.-Flag Air Carriers
International air transportation of persons (and their personal effects) or property by
U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier
service for the following reasons. See FAR § 47.403.
Stated
Reason(s):
(5) The contractor shall include the substance of this clause, including this paragraph, in each
subcontract or purchase under this contract that may involve international air transportation.
INTELLECTUAL PROPERTY RIGHTS
This Project is funded through a Federal award with FTA for experimental, developmental, or
research work purposes. As such, certain Patent Rights and Data Rights apply to all subject
data first produced in the performance of this Contract. The Contractor shall grant the
AGENCY intellectual property access and licenses deemed necessary for the work performed
under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights
to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government
Grants, Contracts and Cooperative Agreements," and any implementing regulations issued
by FTA or U.S. DOT. The terms of an intellectual property agreement and software license
rights will be finalized prior to execution of this Agreement and shall, at a minimum, include
the following restrictions: Except for its own internal use, the Contractor may not publish or
reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor
authorize others to do so, without the written consent of FTA, until such time as FTA may have
either released or approved the release of such data to the public. This restriction on
publication, however, does not apply to any contract with an academic institution. For
purposes of this agreement, the term "subject data" means recorded information whether or
not copyrighted, and that is delivered or specified to be delivered as required by the Contract.
Examples of "subject data" include, but are not limited to computer software, standards,
specifications, engineering drawings and associated lists, process sheets, manuals, technical
reports, catalog item identifications, and related information, but do not include financial
reports, cost analyses, or other similar information used for performance or administration of
the Contract.
1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable
license to reproduce, publish, or otherwise use, and to authorize others to use for
"Federal Government Purposes," any subject data or copyright described below. For
"Federal Government Purposes," means use only for the direct purposes of the
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Federal Government. Without the copyright owner's consent, the Federal
Government may not extend its Federal license to any other party.
a. Any subject data developed under the Contract, whether or not a copyright has
been obtained; and
b. Any rights of copyright purchased by the Contractor using Federal assistance in
whole or in part by the FTA
2. Unless FTA determines otherwise, the Contractor performing experimental,
developmental, or research work required as part of this Contract agrees to permit
FTA to make available to the public, either FTA's license in the copyright to any
subject data developed in the course of the Contract, or a copy of the subject data
first produced under the Contract for which a copyright has not been obtained. If the
experimental, developmental, or research work, which is the subject of this Contract,
is not completed for any reason whatsoever, all data developed under the Contract
shall become subject data as defined herein and shall be delivered as the Federal
Government may direct.
3. Unless prohibited by state law, upon request by the Federal Government, the
Contractor agrees to indemnify, save, and hold harmless the Federal Government, its
officers, agents, and employees acting within the scope of their official duties against
any liability, including costs and expenses, resulting from any willful or intentional
violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising
out of the publication, translation, reproduction, delivery, use, or disposition of any
data furnished under that contract. The Contractor shall be required to indemnify the
Federal Government for any such liability arising out of the wrongful act of any
employee, official, or agents of the Federal Government.
4. Nothing contained in this clause on rights in data shall imply a license to the Federal
Government under any patent or be construed as affecting the scope of any license
or other right otherwise granted to the Federal Government under any patent.
5. Data developed by the Contractor and financed entirely without using Federal
assistance provided by the Federal Government that has been incorporated into work
required by the underlying Contract is exempt from the requirements herein, provided
that the Contractor identifies those data in writing at the time of delivery of the
Contract work.
The Contractor agrees to include these requirements in each subcontract for experimental,
developmental, or research work financed in whole or in part with Federal assistance.
ENERGY CONSERVATION
(1) The contractor agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with
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the Energy Policy and Conservation Act.
SAFE OPERATION OF MOTOR VEHICLES
(1) Seat Belt Use - The Contractor is encouraged to adopt and promote on-the-job seat belt
use policies and programs for its employees and other personnel that operate company-
owned vehicles, company-rented vehicles, or personally operated vehicles. The terms
11company-owned" and "company-leased" refer to vehicles owned or leased either by the
Contractor or City.
(2) Distracted Driver- The Contractor agrees to adopt and enforce workplace safety policies
to decrease crashes caused by distracted drivers, including policies to ban text messaging
while using an electronic device supplied by an employer, and driving a vehicle the driver
owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when
on official business in connection with the work performed under this agreement.
PROMPT PAYMENT
(1) The Prime Contractor shall pay any Subcontractor for work that has been satisfactorily
performed no later than thirty (30) days from the date of the Prime Contractor's receipt of each
payment made by the City of Fresno. Additionally, within thirty (30) days of satisfactory
completion of all work required of the Subcontractor, the Prime Contractor shall release any
retainage payments withheld to the Subcontractor.
NOTICE OF LEGAL MATTERS AFFECTING THE FEDERAL GOVERNMENT
(1) The Contractor agrees that if a current or prospective legal matter that may affect the
Federal Government emerges, the Contractor shall promptly notify the City of the legal matter
in accordance with 2 C.F.R. §§ 180.220 and 1200.220.
(2) The types of legal matters that require notification include, but are not limited to, a major
dispute, breach, default, litigation, or naming the Federal Government as a party to litigation
or a legal disagreement in any forum for any reason.
(3) The Contractor further agrees to include the above clause in each subcontract, at every
tier, financed in whole or in part with Federal assistance provided by the FTA.
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE
SERVICES OR EQUIPMENT
The Contractor agrees to comply with 2 CFR 200.216 and Public Law 115-232, Section 889,
and may not 1) procure or obtain; 2) extend or renew a contract to procure; or 3) enter into a
contract (or extend or renew a contract) to procure or obtain equipment, services, or
systems that uses covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any system for this
federally funded agreement. As described in Pubiic Law 115-232, section 889, covered
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telecommunications equipment is telecommunications equipment produced by Huawei
Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
a) For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera
Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
b) Telecommunications or video surveillance services provided by such entities or using
such equipment.
c) Telecommunications or video surveillance equipment or services produced or
provided by an entity that the Secretary of Defense, in consultation with the Director
of the National Intelligence or the Director of the Federal Bureau of Investigation,
reasonably believes to be an entity owned or controlled by, or otherwise connected
to, the government of a covered foreign country.
FTA PROTEST NOTIFICATION
A protestant must exhaust all City of Fresno Procurement
administrative procedures and remedies before pursuing a protest
with the FTA.
(1)Any and all protests shall be in writing and shall be filed with the Purchasing Manager with
the City of Fresno. A protest relating to the process for determining the most responsive and
responsible contractor shall be filed within five (5) calendar days after the protestor knows or
should have known the basis of the determination. The Contract Officer shall respond to a
protest within fourteen (14) calendar days after the receipt of the protest. The Purchasing
Manager may grant the Contract Officer an extension for the response if warranted. A request
for reconsideration of any and all determinations by the Contract Officer shall be filed with the
Purchasing Manager within seven (7) calendar days after the receipt of the determination.
(2) A protest shall include:
(a) The name, address, and telephone number, including FAX number if available, of the
protestor;
(b) The signature of the protestor or authorized representative;
(c) Identification of the contract/solicitation;
(d) A detailed statement of the legal and/or factual grounds of protest including copies
and/or citations of relevant documents, and;
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(e) The form of relief requested.
(3) If any of the above information is omitted or incomplete, then the Protestor shall be notified,
in writing, within two (2) calendar days after that determination, and the Protestor shall have
two (2) calendar days in which to remedy the specified problem.
(4) The City will not make award prior to the resolution of a protest, or open bids prior to
resolution of a protest filed before bid opening unless the Purchasing Manager determines in
writing that it is in the best interests of the City or in keeping with Item 7 of this procedure to
do otherwise. Potential contractors will be advised of a pending protest if the protest is filed
before award.
(5) The Purchasing Manager may allow for an informal conference on the merits of a protest
with all interested parties allowed to attend. Interested parties include all bidding contractors,
and may also include a subcontractor or supplier provided they have a substantial economic
interest in a portion of the IFB or RFP.
(6) The Purchasing Manager shall respond "in writing", in detail, to each substantial issue
raised in the protest. The Purchasing Manager has the sole authority to make determinations
for the City, and a determination shall be considered final when it is labeled as such. A request
for reconsideration will be allowed by the Purchasing Manager if he determines that data has
become available that was not previously known, or that there has been an error of law or
regulation.
(7) The City may proceed with procurement when a protest is pending if the City determines
that:
(a) The items to be procured are urgently required;
(b) Delivery or performance will be unduly delayed by failure to make the award promptly;
or
(c) Failure to make award will otherwise cause undue harm to the grantee for the Federal
Government.
(8) FTA will only entertain a protest that alleges:
(a) The City failed to have or to adhere to its protest procedures, or failed to review a
complaint or protest; or
(b) Violations of Federal law or regulation.
(9) A protest to FTA must be filed in accordance with FTA Circular 4220.1 F, available from
the Contract Officer. Specifically, protestors shall file a protest with FTA Region 9 or FTA
Headquarters Office no later than five (5) days after a final decision is rendered under the
City's protest procedure. In instances where the protestor alleges that the City failed to make
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a final determination on the protest, protestors shall file a protest with FTA not later than five
(5) calendar days after the protester knew or should have known of the grantee's failure to
render a final determination on the protest.
A protest filed with FTA shall:
(a) Include the name and address of the protestor.
(b) Identify the grantee, project number, and the number of the contract solicitation.
(c) Contain a statement of the grounds for protest and any supporting documentation.
This should detail the alleged failure to have or adhere to protest procedures, failure to
review a complaint or protest; or Violation of Federal law or regulation.
Include a copy of the local protest filed with the grantee and a copy of the grantee's
decision, if any.
ADDITI NAL FEDERAL REQUIREMENTS RELATED TO THE AMER! AN
RECOVERY AND REINVESTMENT ACT ARRA
DUNS Registration for Contractors and Vendors
Contractors and Vendors must have a DUNS (Data Universal Numbering System)
number, which can be searched for and/or registered for at:
httr):I/fedgay.dnb.com/webform. Contractors and direct vendors will be required toprovide
their DUNS number to Fresno Area Express/ Transportation Department (FAX).
Reporting — Monthly Jobs Statistics
All first-tier contractors and vendors will be expected to provide job creation/retention
information to FAX on a monthly basis. This will include the number of direct, on-job FTE
(fulltime equivalent) employees, hours, and payroll. In the case of a first-tier contractor
that utilizes subcontractors or vendors to complete all or a portion of the workfunded
through ARRA, it will be the contractor's responsibility to collect jobs data from said
subcontractors / vendors and report that data to FAX as well. Reporting templates and
deadlines will be provided to contractors/vendors prior to the first reporting deadline.
Other FTA (Federal) Requirements
Includes, but is not limited to, 49 U.S.C. Chapter 53, e.g., clauses noted in other
sections of this contract like, ADA; Civil Rights; Waste, Fraud, & Abuse; Whistleblower
Rights Notice, etc. The ARRA "Whistleblower" poster, which must be posted at your
worksite, can be found at: httr)://www.fta.dot.ciov/documents/ARRA 09-
06766 OIG Whistleblower Poster JI-3. df.
Additional Information
The Federal Recovery website (www.recove ov) provides a great deal of information
about the Recovery Act, including links to ARRA legislation, news, reports, and frequently
asked questions (FAQs). If you have a question specific to this Agreement, please contact
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your FAX project manager to discuss.
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Exhibit E
DEBARMENT AND SUSPENSION CERTIFICATION
Contractor and all subcontractors shall meet debarment, suspension, ineligibility, and
voluntary exclusion requirements pursuant to Executive Order 12549. See Exhibit D, Federal
Requirements, of these Specifications. A list of excluded parties may be found at the following
website: https://www.sai-n.gov/SAM/pay€eslpublic/searchRecords/search.isf.
Contractor shall return with its Bid Proposal this form.
Note: Providing false information may result in criminal prosecution or administrative
sanctions.
The above certification is part of the Proposal. Signing this Proposal on the
signature portion thereof shall also constitute signature of this Certification.
Date / Z- o ' z _
Signature f J
Company Nam
. u
Title >
L/VI.UJIYII GI IVCIVFIC IU, Z9/CV0Ur/1-CDV 1-'iV/L-�LLD�4D/1:1VVJJU IHIi
Exhibit F
NONLOBBYING CERTIFICATION
LOBBY RESTRICTIONS
Certification for Contracts, Grants, Loans, and Cooperative Agreements
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all subrecipients
shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such failure.
Signature of Contractor's Authorized Official
f Name and Title of Contractor's Authorized Official
�.F 17 - 7-2L> Z L Date
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Exhibit G
DBE DECLARATION
DISADVANTAGED BUSINESS ENTERPRISE (DBE)
This information is being gathered for informational purposes only and
failure to provide this information will have no impact whatsoever on the
evaluation of your bid or proposal
II information submitted on this form is sgblect to review by the DBE Coordinator
Disabled Business Enterprise (DBE), Small Business or Women Owned (DBE's, MBE or WBE's)
for contract of goods and/or services must be certified
SECTION 1. TO BE COMPLETED BY ALL DBE's, MBE's or WBE's:
Name 'l Ar 1_4 ;2a LL(_
Firm number:
SECTION 2. TO BE COMPLETED BY ALL DBE's, MBE's or WBE's
Check box in Section 2 and provide original signatures of all DBEs, MBE's or WBE owners and
managers.
I (we)declare that I (we)the DBE, MBE or WBE, are not brokers or agents for goods and/or
services provided in connection with this solicitation identified above.
DBE owners and managers of the DBE, MBE or WBE: (attach additional sheets if necessary)
Printed Name of DBE, MBE or WBE ownerlmanager li Date signed
Signature D)3E, M or WBE old& er/manager f
+
fPrint me of DBE, MBE or WBE owner/manager Date signed
Signature of DBE, MBE or WBE owner/manager
Printed Name of DBE, MBE or WBE owner/manager Date signed
Signature of DBE, MBE or WBE owner/manager -