3-Attachment C - Sample FAA Funded Professional Services Contract.pdf

ATTACHMENT C

PROFESSIONAL SERVICES CONTRACT

P R O F E S S I O N A L S E R V I C E S C O N T R A C T ( F A A P r o j e c t ) [ C O N T R A C T N U M B E R ] with [CONSULTANT NAME]

[Project Name] This contract is made and entered into this [#]st day of [Month], [year], by and between, the County of Ventura, a political subdivision of the State of California, hereinafter referred to as AGENCY, and [Consultant’s Name/ Business Name], hereinafter referred to as CONSULTANT, regarding CONSULTANT’s performance of the scope of work.

In consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work; Standard of Performance AGENCY hereby retains CONSULTANT to perform the work and services described in Exhibit A hereto. The Work shall be performed in accordance with the terms and conditions of this contract. In performing the Work, CONSULTANT shall exercise the degree of skill and care applicable to the Consultant’s profession.

2. Time Schedule All Work and any portion thereof separately identified shall be completed within the time provided in the "Time Schedule" attached hereto as Exhibit B. AGENCY will issue a suspension of the contract time if CONSULTANT is delayed by any public agency reviewing documents produced by CONSULTANT under this contract, or solely due to acts or omissions of AGENCY, provided that CONSULTANT promptly notifies AGENCY in writing of such delays.

3. Fees and Payments Payment shall be made monthly, or as otherwise provided, on presentation of a completed AGENCY Consultant Services Invoice Form in accordance with the "Fees and Payment" provisions attached hereto as Exhibit C.

4. Termination AGENCY retains the right to terminate this contract for any reason prior to completion of the Work upon five days written notice to CONSULTANT. Upon termination, AGENCY shall pay CONSULTANT for all Work performed prior to such termination, provided however, that such charges shall not exceed the maximum fee specified in Exhibit C for completion of any separately identified task/phase of the Work which, at the time of termination, has been started by request of AGENCY.

5. Right to Review AGENCY, Federal Aviation Administration (FAA), Comptroller General of the United States or any duly authorized representative shall have the right to review the work being performed by CONSULTANT under this Contract at any time during AGENCY’S usual working hours as provided for in FAA Advisory Circular No 150/5100-14C; 3-4C. A review of the work in progress shall not relieve the CONSULTANT of responsibility for the accuracy and completeness of the work performed under this Contract.

Review, checking, approval or other action by the AGENCY shall not relieve CONSULTANT of CONSULTANT's responsibility for the accuracy and completeness of the Work.

6. Work Product On completion or termination of the contract, AGENCY shall be entitled to immediate possession of, and CONSULTANT shall promptly furnish, on request, all reports, drawings, designs, computations, plans, specifications, correspondence, data and other work product prepared or gathered by CONSULTANT arising out of or related to the Work (collectively, “Work Product”). AGENCY has a royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and authorize others to use, Work Product for government purposes. CONSULTANT may retain copies of the Work Product for its files. Work Product prepared by CONSULTANT pursuant to this contract shall not be modified by AGENCY unless CONSULTANT's name, signatures and professional seals are completely deleted. CONSULTANT shall not

P r o f e s s i o n a l S e r v i c e s C o n t r a c t ( F A A P r o j e c t ) be responsible for any liabilities to AGENCY for the use of such Work Product that is modified by persons other than CONSULTANT. CONSULTANT is authorized to place the following statement on the drawings, specifications and other Work Product prepared pursuant to this contract:

"This drawing [or These specifications], including the designs incorporated herein, is [are] an instrument of professional service prepared for use in connection with the project identified hereon under the conditions existing on [date]. Any use, in whole or in part, for any other project without written authorization of [CONSULTANT's name] shall be at the user's sole risk."

7. Errors and Omissions Without limiting AGENCY’s other available remedies, if a construction change order is required for the subject project as a proximate result of an error or omission of CONSULTANT in the preparation of the construction or survey documents pursuant to this contract, regardless of whether or not such error or omission was the result of negligence, the necessary amendment or supplement to the construction documents required for such change order shall be made by CONSULTANT at no additional charge to AGENCY.

8. Correction of Work If any Work performed by CONSULTANT does not conform to the requirements and professional standards of this contract, AGENCY may require CONSULTANT to correct the Work until it conforms to said requirements and standards at no additional cost to AGENCY. AGENCY may withhold payment for disputed Work until CONSULTANT correctly performs the Work or the dispute is otherwise resolved in accordance with this contract. When the Work to be performed is of such a nature that CONSULTANT cannot correct its performance, AGENCY may reduce the CONSULTANT’s compensation to reflect the reduced value of the Work received by AGENCY. If CONSULTANT fails to promptly correct non-conforming Work, AGENCY may have the Work performed by a third party in conformance with the requirements and professional standards of this contract and charge CONSULTANT, or withhold from payments due CONSULTANT, any costs AGENCY incurs that are directly related to the performance of the corrective work. AGENCY shall not unreasonably withhold or reduce payment for CONSULTANT’s Work under this section.

9. Sub consulting With the prior written consent of AGENCY, CONSULTANT may engage the professional services of subconsultants for the performance of a portion of the Work (“Subconsultants”). CONSULTANT shall be fully responsible for all Work performed by Subconsultants which must be performed in accordance with all terms and conditions of this contract. All insurance requirements set forth in section 13 below, “Insurance Requirements,” shall apply to each Subconsultant, except to the extent such requirements are modified or waived in writing by AGENCY. CONSULTANT shall ensure that each Subconsultant obtains and keeps in force and effect during the term of this contract the required insurance.

10. Independent Contractor

a. No Employment Relationship. CONSULTANT is an independent contractor, and no relationship of employer and employee is created by this contract. Neither CONSULTANT nor any of the persons performing services for CONSULTANT pursuant to this contract, whether said person be a principal, member, partner, officer, employee, agent, volunteer, associate, Subconsultant or otherwise of CONSULTANT, will have any claim under this contract or otherwise against AGENCY for any salary, wages, sick leave, vacation pay, retirement, social security, workers’ compensation, disability, unemployment insurance, federal, state or local taxes, or other compensation, benefits or taxes of any kind. AGENCY is not required to make any deductions from the compensation payable to CONSULTANT under the provisions of this contract. CONSULTANT shall be solely responsible for self-employment Social Security taxes, income taxes and any other taxes levied against self-employed persons. CONSULTANT does not assign such obligation to AGENCY for collection or administration except as may be required by federal and state law.

b. No AGENCY Control of Means and Methods of Performance. Except as otherwise provided in this contract, AGENCY will have no control over the means or methods by which CONSULTANT will perform services under this contract, provided, however, that CONSULTANT will perform services hereunder and function at all times in accordance with approved methods of practice in the professional specialty of

CONSULTANT.

c. Third Parties Employed by CONSULTANT. If, in the performance of this contract, any third parties (including, without limitation, Subconsultants) are employed by CONSULTANT, such third parties will be entirely and exclusively under the direction, supervision and control of CONSULTANT. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging, and other applicable requirements of law will be the responsibility of and determined by CONSULTANT, and AGENCY will have no right or authority over such third parties or the terms of such employment, except as provided in this contract.

d. Compliance with Workers’ Compensation Laws. CONSULTANT will comply with all applicable provisions of the Workers Compensation Insurance and Safety Act of the State of California (codified as amended commencing at Labor Code section 3200), including, without limitation, divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all applicable similar state and federal acts or laws, and will indemnify and hold harmless AGENCY from and against all Third Party Claims (defined elsewhere herein) presented, brought or recovered against AGENCY, for or on account of any liability under any of said laws which may be incurred by reason of any services to be performed under this contract.

e. Indemnity for Claims of Employer-Employee Relationship. CONSULTANT agrees to defend, through attorneys approved by AGENCY, indemnify and hold harmless AGENCY and its boards, agencies, departments, officers, employees, agents and volunteers from and against any and all Third-Party Claims (defined elsewhere herein) made against AGENCY based upon any contention by any third party that an employer-employee relationship exists by reason of this contract. CONSULTANT further agrees to hold AGENCY harmless from and to compensate AGENCY for any Third-Party Claims against AGENCY for payment of state or federal income or other tax obligations relating to CONSULTANT’s compensation under the terms of this contract. CONSULTANT will not settle or otherwise compromise a Third-Party Claim covered by this subsection without AGENCY’s advance written approval. This subsection does not apply to any penalty imposed by any governmental agency that is not caused by or the fault of CONSULTANT.

11. Duty of Loyalty; Conflicts of Interest

1. CONSULTANT owes AGENCY a duty of loyalty to perform the Work and exercising its judgment under this contract for the sole benefit of Agency’s interest in the Work and subject project, including the obligation to refrain from having economic interests and participating in activities that conflict with AGENCY’s interests with respect to the Work and subject project. CONSULTANT shall take reasonable measures to ensure that CONSULTANT and its principals, officers, employees, agents and Subconsultants do not possess a financial conflict of interest with respect to the Work and subject project. CONSULTANT shall promptly inform AGENCY of any matter that could reasonably be interpreted as creating a conflict of interest for CONSULTANT with respect to the Work and subject project. This section is not intended to modify the standard of performance as set forth in Section 1.

2. CONSULTANT acknowledges that the California Political Reform Act (“Act”), Government Code section 81000 et seq., provides that principals, officers, employees and agents of consultants retained by a public agency may be deemed “public officials” subject to the Act if they make or advise AGENCY on decisions or actions to be taken by AGENCY. To the extent AGENCY determines that the Act applies to CONSULTANT or its principals, officers, employees or agents, each designated person shall abide by the Act, including the requirement for public officials to prepare and file statements disclosing specified economic interests, as directed by AGENCY. In addition, CONSULTANT acknowledges and shall abide by the contractual conflict of interest restrictions imposed on public officials by Government Code section 1090 et seq.

3. During the term of this contract CONSULTANT shall not employ or compensate AGENCY’s current employees.

12. Defense and Indemnification CONSULTANT agrees to defend, through attorneys approved by AGENCY, indemnify and hold harmless AGENCY and the County of Ventura (if not defined as AGENCY), and their boards, agencies, departments, officers, employees, agents and volunteers (collectively, “Indemnitee”) from and against any and all claims, lawsuits, judgments, debts, demands and liability (including attorney fees and costs) (collectively, “Third Party Claims”), including, without limitation, those arising from injuries or death of persons and/or damage to property, that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of CONSULTANT or its principals, officers, employees, agents or Subconsultants in the performance of this contract. This indemnity provision does not apply to Third Party Claims arising from the sole negligence or willful misconduct of Indemnitee or to the extent caused by the active negligence of Indemnitee.

CONSULTANT is not responsible for costs of defense that exceeds its proportionate percentage of fault and to the extent CONSULTANT paid costs of defense in excess of its proportionate percentage of fault before such percentage was determined, it is entitled to reimbursement in accordance with Civil Code section 2782.8, subdivision (a). CONSULTANT shall not settle or otherwise compromise a Third-Party Claim covered by this section without AGENCY’s advance written approval.

13. Insurance Requirements

1. Without limiting CONSULTANT’s duty to defend and indemnify AGENCY as required herein, CONSULTANT shall, at CONSULTANT's sole cost and expense and throughout the term of this contract and any extensions hereof, carry one or more insurance policies that provide at least the following minimum coverage:

i. Commercial general liability insurance shall provide a minimum of $1,000,000.00 coverage for each occurrence and $2,000,000.00 in general aggregate coverage.

ii. Automobile liability insurance shall provide a minimum of either a combined single limit (CSL) of $1,000,000.00 for each accident or all of the following: $250,000.00 bodily injury (BI) per person, and $500,000.00 bodily injury per accident, and $100,000.00 property damage (PD). Automobile liability insurance is not required if CONSULTANT does no traveling in performing the Work.

iii. Workers’ compensation insurance in full compliance with California statutory requirements for all employees of CONSULTANT in the minimum amount of $1,000,000.00. This workers’ compensation insurance requirement may only be waived by AGENCY in writing if CONSULTANT is a sole proprietor with no employees and CONSULTANT provides AGENCY with evidence of such before commencing any work under the contract.

iv. Professional liability (errors and omissions) insurance shall provide a minimum of $1,000,000.00 coverage per claim and $2,000,000.00 in annual aggregate coverage.

2. With respect to any coverage written on a “claims made” basis, CONSULTANT shall, for three years after the date when this contract is terminated or completed, maintain such policy with a retroactive date that is on or before the start date of contract services or purchase an extended reporting period endorsement (tail coverage). AGENCY may withhold final payments due until satisfactory evidence of the continued maintenance of such policy or the tail coverage is provided by CONSULTANT to AGENCY. Such policy shall allow for reporting of circumstances or incidents that may give rise to future claims.

3. CONSULTANT shall notify AGENCY immediately if CONSULTANT's general aggregate of insurance is exceeded by valid litigated claims in which case additional levels of insurance must be obtained to maintain the above-stated requirements. All required insurance shall be written by a financially responsible company or companies authorized to do business in the State of California.

CONSULTANT shall notify AGENCY of any and all policy cancellations within three working days of the cancellation.

4. The commercial general liability policy shall name AGENCY and the County of Ventura (if not defined as AGENCY) and their respective officials, employees, and agents as additional insureds (“Additional Insureds”). All required insurance shall be primary coverage as respects the Additional Insureds, and any insurance or self-insurance maintained by Additional Insureds shall be in excess of CONSULTANT's insurance coverage and shall not contribute to it. Coverage shall apply separately to each insured, except with respect to the limits of liability, and an act or omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds. Additional Insured coverage shall include both ongoing and completed operations. In the case of policy cancellation, AGENCY shall be notified by the insurance company or companies as provided for in the policy.

5. CONSULTANT hereby waives all rights of subrogation against AGENCY, the County of Ventura, all special districts governed by the Board of Supervisors, and each of their boards, directors, employees and agents for losses arising directly or indirectly from the activities or Work under this contract. The commercial general liability, automobile liability and workers’ compensation policies shall contain a provision or endorsement needed to implement CONSULTANT’s waiver of these rights of subrogation.

6. Prior to commencement of the Work, CONSULTANT shall furnish AGENCY with certificates of insurance and endorsements effecting all coverage required hereunder. Copies of renewal certificates and endorsements shall be furnished to AGENCY within 30 days of the expiration of the term of any required policy. CONSULTANT shall permit AGENCY at all reasonable times to inspect any policies of insurance required hereunder. All Certificates of Insurance shall list the Certificate Holder exactly as follows:

County of Ventura and Special Districts 800 S Victoria Ave Ventura, CA 93009

Each insurance policy required above shall state that coverage shall not be canceled except with notice to AGENCY.

14. Compliance with Laws and Regulations; Permits and Licenses CONSULTANT shall perform its obligations hereunder in compliance with all applicable federal, state, and local laws and regulations. CONSULTANT certifies that it possesses and shall continue to maintain or shall cause to be obtained and maintained, at no cost to AGENCY, all approvals, permissions, permits, licenses, and other forms of documentation required for it and its principals, officers, employees, agents and Subconsultants to comply with all applicable statutes, ordinances, and regulations, or other laws, that apply to performance of the Work. AGENCY is entitled to review and copy all such applications, permits, and licenses which CONSULTANT shall promptly make available upon AGENCY’s request.

15. FAA Funded Project This Contract is funded in part by a Federal Aviation Administration (FAA), Airport Improvement Program (AIP) grant. Personnel performing services in the field during construction are required in accordance with Section 1770 et. seq. of the California Labor Code and the Code of Federal Regulations (Davis-Bacon Act) to be paid the higher of determinations of the general prevailing wages for various classes of workers in Ventura County as made by the California Director of Industrial Relations or the U.S. Secretary of Labor.

16. Prevailing Wage Requirements Certain work to be performed under this contract may be considered “public works” subject to prevailing wage, apprenticeship and other labor requirements of Labor Code division 2, part 7, chapter 1, section 1720 et seq.

Such public works may include work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. CONSULTANT is solely responsible for determining whether the Work, or any portion thereof, is subject to said requirements, and for complying with all such requirements that apply. All such public works projects are subject to compliance monitoring by the California Department of Industrial Relations (DIR). AGENCY has obtained from the DIR general prevailing wage determinations for the locality in which the Work is to be performed that are on file with AGENCY’s General Services Agency and are available upon request. CONSULTANT is responsible for posting job site notices as prescribed by regulation pursuant to Labor Code section 1771.4(a)(2). CONSULTANT acknowledges that it is aware of state and federal prevailing wage and related requirements and shall comply with these requirements to the extent applicable to the Work, including, without limitation, Labor Code sections 1771 (payment of prevailing wage), 1771.1 (registration with DIR) and 1771.4 (submission of certified payrolls to Labor Commissioner).

17. Prevailing Wage Requirements for Federally Funded Contracts This Contract may be funded in part by a Federal Aviation Administration (FAA), Airport Improvement Program (AIP) grant. Personnel performing services in the field during construction are required in accordance with Section 1770 et. seq. of the California Labor Code and the Code of Federal Regulations (Davis-Bacon Act) to be paid the higher of determinations of the general prevailing wages for various classes of workers in Ventura County as made by the California Director of Industrial Relations or the U.S. Secretary of Labor.

18. Federal Exhibit D Requirements CONSULTANT shall sign and comply with the statement as set forth in “Exhibit D” hereto.

Where the word Contractor is used in “Exhibit D” it shall mean “CONSULTANT”.

19. Miscellaneous

a. Entire Understanding. This contract is an integrated agreement and constitutes the final expression, and the complete and exclusive statement of the terms of, the parties’ agreement with respect to the subject matter hereof. This contract supersedes all contemporaneous oral and prior oral and written agreements, understandings, representations, inducements, promises, communications or warranties of any nature whatsoever, by either party or any agent, principal, officer, partner, employee or representative of either party, with respect to the subject matter hereof. Without limiting the foregoing, CONSULTANT acknowledges that no representation, inducement, promise or warranty not contained in this contract will be valid or binding against AGENCY.

b. No modification, waiver, amendment or discharge of this contract shall be valid unless the same is in writing and signed by duly authorized representatives of both parties.

c. Nonassignability. CONSULTANT will not assign this contract or any portion thereof to a third party without the prior written consent of AGENCY, and any attempted assignment without such prior written consent will be null and void and will be cause, at AGENCY’s sole and absolute discretion, for immediate termination of this contract. AGENCY may withhold its consent to assignment at its discretion. In the event AGENCY consents to assignment, the obligations of CONSULTANT hereunder shall be binding on CONSULTANT’s assigns.

d. Third Party Beneficiaries. Except for indemnitees under sections 10.e and 12 above, this contract does not, and the parties to this contract do not intend to, confer a third party beneficiary right of action on any third party whatsoever, and nothing set forth in this contract will be construed so as to confer on any third party a right of action under this contract or in any manner whatsoever.

e. Time limits stated herein are of the essence.

f. Governing Law; Venue. This contract is made and entered into in the State of California and shall, in all respects, be interpreted, governed and enforced in accordance with the laws of the State of California applicable to contracts entered into and fully to be performed therein. The venue for any action, suit, arbitration, judicial reference or other proceeding concerning this contract shall be in Ventura County, California.

g. All notices, requests, claims, and other official communications under the contract shall be in writing and transmitted by one of the following methods:

(1) Personal delivery.

(2) Courier where receipt is confirmed.

(3) Registered or certified mail, postage prepaid, return receipt requested.

Such notices and communications shall be deemed given and received upon actual receipt in the case of all except registered or certified mail; and in the case of registered or certified mail, on the date shown on the return receipt or the date delivery during normal business hours was attempted.

All notices and communications shall be sent to CONSULTANT at the current address on file with AGENCY for contract payment purposes, and shall be sent to AGENCY as follows:

County of Ventura Department of Airports 555 Airport Way, Suite B Camarillo, CA 93010

Either party may change its contact information by providing written notice of the change to the other party in accordance herewith.

h. Further Actions. The parties hereto agree that they will execute any and all documents and take any and all other actions as may be reasonably necessary to carry out the terms and conditions of this contract.

i. Legal Representation. Each party warrants and represents that in executing this contract, the party has relied upon legal advice from attorneys of the party’s choice (or had a reasonable opportunity to do so); that the party has read the terms of this contract and had their consequences (including risks, complications and costs) completely explained to the party by the party’s attorneys (or had a reasonable opportunity to do so); and that the party fully understands the terms of this contract. Each party further acknowledges and represents that the party has executed this contract freely and voluntarily without the undue influence of any person, and the party has not relied on any inducements, promises or representations made by any person not expressly set forth in this contract.

j. No Waiver. Failure by a party to insist upon strict performance of each and every term, condition and covenant of this contract shall not be deemed a waiver or relinquishment of the party’s rights to enforce any term, condition or covenant.

k. Partial Invalidity. If any provision of this contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties intend, and it shall be so deemed, that the remaining provisions of this contract shall continue in full force without being impaired or invalidated in any way.

If such provision is held to be invalid, void or unenforceable due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.

l. Interpretation of Contract. For purposes of interpretation, this contract shall be deemed to have been drafted by both parties, and no ambiguity shall be resolved against any party by virtue of the party’s participation in the drafting of the contract. Accordingly, Civil Code section 1654 shall not apply to the interpretation of this contract. Where appropriate in the context of this contract, the use of the singular shall be deemed to include the plural, and the use of the masculine shall be deemed to include the feminine and/or neuter.

m. Counterparts. This contract may be transmitted and signed by electronic or digital means. Electronic signatures shall be provided using a digital signature with certificate authentication and timestamp metadata when submitted electronically. If a digital signature with certificate authentication is not used, the document must be manually signed. AGENCY may require verification of any electronic signature. Electronic or digital signatures shall have the same force and effect as original signatures, in accordance with California Government Code Section 16.5 and California Civil Code Section

1633.7. This contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same contract.

IN WITNESS WHEREOF the parties hereto have executed this Contract.

County of Ventura Consultant*

Authorized Signature Authorized Signature

Printed Name Printed Name

Title Title

Date Date

Tax Identification Number

Secretary of State Entity Number

Consultant*

Authorized Signature

Printed Name

Title

Date

* If a corporation, this Contract must be signed by two specific corporate officers.

The first signature must be from either (1) the Chief Executive Officer, (2) the Chairman of the Board, (3) the President, or (4) a Vice President.

The second signature must be from either (a) the Secretary, (b) an Assistant Secretary, (c) the Chief Financial Officer (or Treasurer), or (d) and Assistant Treasurer. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signatory to bind the company for this Contract.

Exhibit A - Page 1 of 1

EXHIBIT A - SCOPE OF WORK AND SERVICES

Overview of Services and Project AGENCY has engaged CONSULTANT to provide the following services, which are more specifically described in the Basic Services section below, to assist AGENCY with the following project:

[Input Project Description with FAA language: The AGENCYY intends to [project information and location].

The project is funded by a Federal Aviation Administration (FAA) - Airport Improvement Project (AIP) grant (i.e. FAA – AIP #) with a total allocation of $000 and a target construction budget of $000.]

Basic Services The following Basic Services shall be performed by CONSULTANT:

[Input Services Description] Deliverables

1.

Extra Services

Extra Services are separate from but related to the Basic Services described above. Extra Services shall be performed by CONSULTANT only after being authorized in writing by the Buyer for AGENCY. AGENCY’s written authorization will include a statement of the Extra Services required and time schedule for completion.

CONSULTANT’s billing and AGENCY’s payment for Extra Services shall occur pursuant to Exhibit C.

County Services AGENCY will provide or accomplish the following:

[Input Full information as to the requirements of the services to be provided by CONSULTANT under the contract.]

1. Review documents submitted by CONSULTANT and provide comments, direction, or approval as needed in a timely manner.

End of Exhibit A

Exhibit B - Page 1 of 1

EXHIBIT B - TIME SCHEDULE

Schedule All Work on this contract shall be completed by [date].

CONSULTANT shall complete intermediate tasks as follows:

Task Table

Task Description Due Date

Delays If Work cannot be completed by the dates specified in Exhibit B through no fault of CONSULTANT, the fee for the Work not then completed may be adjusted to reflect increases in cost which occur, due to delay, from the date that the Work was required to be complete as specified in Exhibit B until the time the Work can actually be completed. Any payment of an additional fee as described in this paragraph must be authorized by AGENCY with a modification to this contract.

End of Exhibit B

EXHIBIT C – Fees and Payments

1. Compensation Summary

The following summarizes the maximum amount of compensation available to CONSULTANT under this contract. The actual amount of compensation shall be established and paid in accordance with the applicable provisions of the contract including this Exhibit C.

Maximum Fees for Basic Services: $_____________ Maximum Fees for Extra Services: $_____________ Maximum Reimbursement for Expenses: $_____________

Total Amount Not to Exceed: $_____________

2. Fees for Basic Services AGENCY agrees to pay CONSULTANT the following fees for Basic Services Contract may include some tasks that are Lump Sum based and some tasks that are reimbursed based on hours worked.

☐an hourly rate compensation, for actual hours of Basic Services performed that is based upon the hourly rates set forth in the following Rate Table, which rates shall remain fixed for the duration of the contract, not to exceed the maximum fee amount of $____________. The maximum fees for the respective tasks identified in Exhibit A as well as the total maximum fee amount are shown in the below Task Table. In no case shall a fee for a specific task exceed that listed below without prior written approval by AGENCY. Rates to be charged are identified in the Rate Table listed below.

[If this option is selected, insert the Rate Table, listing the positions/services and the respective rates and the Task Table, listing the tasks and the respective Fees. The tasks listed in this Task Table should match those listed in Exhibit A and the Exhibit B Task Table. Only the fees included in the Task Table can be included in an invoice. Make sure to include subconsultants, equipment, and other items that may be used. If the Rate Table is large it can be added to the end of this Exhibit with a reference made to it here.

If this option is not selected, delete these tables.]

Rate Table

Item Position/Equipment Unit Regular1 Prevailing

Travel3 n/a No Notes: 1) The Regular rates shown include all routine general and administrative expenses including but not limited to phone calls, travel within

Ventura County (see note 3), incidental photocopying, and office equipment unless otherwise expressly listed in the Rate Table above.

2) The Prevailing rates shown include all routine general and administrative expenses including but not limited to phone calls, travel within

Ventura County (see note 3), incidental photocopying, and office equipment unless otherwise expressly listed in the Rate Table above.

3) The word “Yes” in the Travel column above indicates that reimbursement for travel within Ventura County is authorized for the position described by that item.

Task Table Task Description Maximum Fee

Total $0.00

☐ a fixed fee compensation, in the lump sum amount of $____________, for completion of all Basic Services.

Exhibit C 1

[If this option is selected, insert the fee table and/or value for each task. Only the fees included in the fee table can be included in an invoice. Make sure to include subconsultants, equipment, and other items that may be used. If the fee table is large it can be added to the end of this Exhibit with a reference made to it here. If this option is not selected, delete this table.] Task Table

Task Description Lump Sum

Total $ 0.00

3. Fees for Extra Services For Extra Services authorized in writing in advance by AGENCY in accordance with Exhibit A, AGENCY agrees to pay CONSULTANT an hourly rate compensation for actual hours of Extra Services performed that is based upon the hourly rates set forth in the Rate Table for Basic Services above or, if none, then based upon the hourly rates set forth in the following Rate Table for Extra Services, which rates shall remain fixed for the duration of the contract, not to exceed the maximum fee amount of $____________.

[If no Rate Table is provided in section 2 above under the “hourly rate” option and a provision for Extra Services is included in the contract, provide a Rate Table here. If the Rate Table is large it can be added to the end of this Exhibit with a reference made to it here. If this option is not selected, delete this table]

Rate Table

Item Position Unit Regular1 Prevailing

Travel3 n/a No n/a No n/a No

Notes: 1) The Regular rates shown include all routine general and administrative expenses including but not limited to: phone calls, travel within Ventura County (see note 3), incidental photocopying, and office equipment unless otherwise expressly listed in the Rate Table above.

2) The Prevailing rates shown include all routine general and administrative expenses including but not limited to phone calls, travel within Ventura County (see note 3), incidental photocopying, and office equipment unless otherwise expressly listed in the Rate Table above.

3) The word “Yes” in the Travel column above indicates that reimbursement for travel within Ventura County is authorized for the position described by that item.

4. Delays If Work cannot be completed by the dates specified in Exhibit B through no fault of CONSULTANT, the fees for the Work not then completed may be adjusted to reflect increases in cost which occur, due to delay, from the date that the Work was required to be complete as specified in Exhibit B until the time the Work can actually be completed. Any payment of an additional fee as described in this paragraph must be authorized by AGENCY with a written modification to this contract.

5. Reimbursable Expenses CONSULTANT shall be reimbursed a sum for the following reasonable out-of-pocket expenses that are incurred and paid for by CONSULTANT in furtherance of performance of its obligations under this contract, but only to the extent that such expenses are directly related to CONSULTANT’s services hereunder and do not exceed the maximum reimbursable amount of $_____________:

(i) Outside printing directly related to deliverables but not for internal uses of CONSULTANT or its Subconsultants;

Exhibit C 2

(ii) Reproduction or reprograhic costs directly related to deliverables but not for internal uses of

CONSULTANT or its Subconsultants. If CONSULTANT provides allowable reprographic services using its own equipment rather than using an outside service, the unit billing rates for such charges must be approved in advance by AGENCY;

(iii) Shipping, overnight mail, postage, messenger, courier and/or delivery services (but not for CONSULTANT’s internal communications);

(iv) Only if authorized in writing in advance by AGENCY, reimbursement for business travel for the specific position descriptions so identified in the Rate Tables for Basic Services or Extra Services set forth above. AGENCY shall reimburse CONSULTANT for transportation, lodging, and meal expenses consistent with the policies and amounts approved for County employees as defined by policy number Chapter VII(C)- 1, Reimbursement of Employees County Business Expenses, in the County’s Administrative Policy Manual (latest edition);

(v) Only if authorized in writing in advance by AGENCY, fees and costs for Subconsultant services that are not included in the Rate Tables for Basic Services or Extra Services set forth above.

Exclusive List. The list of reimbursable expenses set forth above is the sole and exclusive list of reimbursable expenses that CONSULTANT is entitled to receive.

Approval Limits. Any reimbursable expense wherein a single item exceeds $500 in value, whether purchased or leased, must be approved in writing in advance by AGENCY.

No Administrative Charge or Mark-Ups. The reimbursement provided for herein shall not include an administrative charge, multiplier or other mark-up by CONSULTANT unless authorized in writing, in advance, by AGENCY.

No Reimbursement for Specified Basic Services Paid for by a Fixed Fee. Notwithstanding the above, expenses related to Basic Services specified in Exhibit B are not reimbursable if CONSULTANT is compensated for Basic Services by a fixed fee.

6. Payment AGENCY shall make payments to CONSULTANT under the contract as follows:

Requests for Payment To request payment, CONSULTANT shall complete and submit to AGENCY a Consultant Services Invoice Form that shall include, at a minimum, (i) personnel time records for Basic Services and Extra Services actually performed at the rates specified in this Exhibit C, or the completed task for which payment of the fixed fee provided for in this Exhibit C is requested, as applicable, and (ii) receipts for all authorized reimbursable expense, along with the written AGENCY authorization for any specific reimbursable expenses requested for payment, if required above.

When invoicing for Extra Services, CONSULTANT shall clearly mark on the Invoice Form which services are Extra Services and keep those services separate from or Basic Services and shall include a copy of the written AGENCY authorization for the Extra Services for which payment is requested.

CONSULTANT shall submit all invoices to:

ap.airports@venturacounty.gov Payment Schedule Payments shall be made by AGENCY upon presentation of a properly completed AGENCY Invoice Form as described above. Payments based on an hourly rate compensation shall be made monthly.

Timely Invoicing Timely invoicing by CONSULTANT is required. Delays in invoicing for services performed increases the management effort required by AGENCY to ensure accurate payments to CONSULTANT and manage project

Exhibit C 3 mailto:ap.airports@venturacounty.gov budgets. Accordingly, CONSULTANT shall submit a properly completed invoice no later than 60 calendar days after the services which are the subject of the invoice were performed. An invoice received by AGENCY more than 60 calendar days after the services were performed shall be reduced by 5% to compensate AGENCY for the additional management costs. Additionally, since increases in administrative costs and budgetary problems caused by late invoicing correlate to the length of delay in invoicing, there will be an additional 5% reduction in compensation for each additional 30-calendar-day period beyond 60 days between the date the services were performed and the submission of the invoice for those services.

CONSULTANT shall submit a final invoice form within 60 days of the earliest of the following events: 1) completion and acceptance by AGENCY of all Work required by the contract; or 2) termination of the contract.

End of Exhibit C

Exhibit C 4

EXHIBIT D – FEDERAL AVIATION ADMINISTRATION (FAA)

REQUIRED CONTRACT PROVISIONS

This Exhibit D is provided for illustrative purposes to identify common Federal Aviation Administration (FAA) contract provisions that may be required for airport-related professional services contracts funded in whole or in part with FAA Airport Improvement Program (AIP) funds.

As the airport sponsor, the County of Ventura (COUNTY) shall review the specific project description, scope of services, funding source, and contract amount to determine the applicable federal requirements. The final contract shall include all FAA-required provisions applicable to the specific project, in accordance with current FAA guidance, including FAA Advisory Circular 150/5100-14 and the FAA Contract Provisions guidance available at:

https://www.faa.gov/airports/aip/procurement/federal_contract_provisions

The provisions included in this Exhibit represent a baseline set of commonly required federal requirements for professional services contracts. Additional provisions may be included, and certain provisions may be modified or omitted, as required to reflect the specific scope and funding conditions of the project.

CONSULTANT agrees to comply with all applicable federal requirements included in the final executed contract.

1. Civil Rights – Title VI Assurances. During the performance of this contract, the CONSULTANT, for itself, its assignees and successors in interest, agrees as follows:

The CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the U.S. Department of Transportation (DOT), Title 49, Code of Federal Regulations (CFR), Part 21, as amended.

The CONSULTANT, with regard to the work performed under this contract, shall not discriminate on the basis of race, color, national origin, sex, age, disability, or any other protected class under applicable federal law in the selection and retention of subconsultants, including procurement of materials and leases of equipment.

The CONSULTANT shall not participate either directly or indirectly in discrimination prohibited by applicable federal regulations.

In all solicitations, whether by competitive bidding or negotiation, made by the CONSULTANT for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT’s obligations under this contract and applicable nondiscrimination regulations.

The CONSULTANT shall provide all information and reports required by applicable regulations and shall permit access to its books, records, accounts, and facilities as may be determined by the COUNTY or the FAA to be pertinent to ascertain compliance.

In the event of the CONSULTANT’s noncompliance with nondiscrimination provisions, the COUNTY shall impose such contract sanctions as it or the FAA may determine appropriate, including withholding of payments or termination of the contract.

The CONSULTANT shall include the provisions of this section in every subcontract and shall take such action with respect to any subcontract as the COUNTY or FAA may direct to enforce compliance.

Exhibit D 1 https://www.faa.gov/airports/aip/procurement/federal_contract_provisions

2. Title VI – List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this contract, the CONSULTANT shall comply with all applicable nondiscrimination statutes and authorities, including but not limited to:

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

• 49 CFR Part 21

• Section 504 of the Rehabilitation Act of 1973

• The Age Discrimination Act of 1975

• Title IX of the Education Amendments of 1972

• Executive Order 12898 (Environmental Justice)

• Executive Order 13166 (Limited English Proficiency)

3. Disadvantaged Business Enterprise (DBE) Requirements. The CONSULTANT shall comply with 49 CFR Part 26 and shall take all necessary and reasonable steps to ensure that Disadvantaged Business Enterprises (DBEs) have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds.

The CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts.

The CONSULTANT shall include DBE requirements in all subcontracts and shall ensure compliance by all subconsultants.

4. Access to Records and Reports. The CONSULTANT shall maintain all books, documents, papers, and records related to this contract and shall make such materials available for inspection, audit, and copying by the COUNTY, the FAA, and the Comptroller General of the United States, or any of their duly authorized representatives.

Records shall be retained in accordance with the requirements of 2 CFR Part 200.

5. Debarment and Suspension. The CONSULTANT certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in federally funded transactions under 2 CFR Part 180.

The CONSULTANT shall not knowingly enter into any subcontract with any party that is debarred or suspended.

6. Byrd Anti-Lobbying Amendment. The CONSULTANT certifies that no federal appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, or an employee of a Member of Congress in connection with the awarding of this contract.

The CONSULTANT shall comply with 31 U.S.C. § 1352 and shall disclose any lobbying activities as required.

7. Procurement of Recovered Materials. The CONSULTANT shall comply with Section 6002 of the Solid Waste Disposal Act, as amended, and shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition.

8. Prohibition on Covered Unmanned Aircraft Systems (UAS). The CONSULTANT shall comply with applicable federal restrictions regarding the procurement and use of covered unmanned aircraft systems, as defined by federal law and FAA guidance, in the performance of this contract.

Exhibit D 2

9. Federal Compliance. The CONSULTANT shall comply with all applicable federal laws, regulations, executive orders, and FAA requirements associated with federally funded airport projects.

The CONSULTANT shall ensure that all subconsultants and lower-tier subcontractors comply with all applicable federal requirements.

10. Termination. This contract may be terminated by the COUNTY in accordance with applicable federal requirements, including termination for convenience or cause. The CONSULTANT shall be compensated for eligible work performed up to the date of termination in accordance with the terms of this contract.

11. Incorporation into Subcontracts. The CONSULTANT shall include all applicable federal contract provisions in every subcontract and shall take all necessary actions to ensure compliance by subconsultants.

End of Exhibit D

Exhibit D 3