On-Call_A&E_Services_Sample_Agreement.pdf

Tuolumne County Public Works Department

Engineering Division

STANDARD AGREEMENT FOR PROFESSIONAL SERVICES

On-Call Architectural and Engineering (A&E)

This Agreement (“Agreement”) is made and entered into this ____ day of __________, 2026 by and between the County of Tuolumne (“County”) and , a (“Consultant”) pursuant to the following terms and conditions.

ARTICLE I STATEMENT OF WORK

A. The work to be performed under this Agreement is described in RFQ 2026-0144, dated August 17, 2026

(“Project”). The Consultant’s approved Scope of Work is attached hereto as Attachment A and incorporated herein by reference. The Consultant’s approved Cost Proposal is attached hereto as Attachment B and incorporated herein by reference. If there is any conflict between the approved Scope of Work or Cost Proposal and this Agreement, the provisions of this Agreement shall control.

B. Progress Reports

Consultant shall submit progress reports at least monthly, as applicable to the work being performed. Reports shall be sufficiently detailed to allow County’s Project Manager to evaluate progress, schedule, interim findings, and any difficulties or special problems encountered so that appropriate remedies may be developed.

D. Right of Way

Right-of-way services may be authorized through individual Task Orders and may include determining right-of-way requirements; preparing land surveys, legal descriptions, plats, exhibits, and other associated documentation;

and providing other related services. The applicable Task Order shall identify the specific right-of-way services and deliverables required.

E. Subsurface Investigations

Consultant may be required to perform or coordinate subsurface investigations necessary for the authorized work, as identified in the applicable Task Order. County recognizes that subsurface conditions may vary from those encountered at locations where borings, surveys, or explorations are performed and that Consultant’s data, interpretations, and recommendations are based on the information reasonably available to Consultant. Consultant shall be responsible for its data, interpretations, and recommendations but shall not be responsible for interpretations made by others of information developed by Consultant.

F. Surveys

Surveying services authorized under a Task Order may include preliminary, boundary, topographic, construction, or other surveys necessary for the work. Surveying services shall be performed under the responsible charge of an appropriately licensed professional and in accordance with applicable laws, regulations, and professional standards.

Prior to performing survey work within Caltrans right-of-way, Consultant shall obtain all permits required by

Caltrans, including applicable encroachment permits.

G. Conferences, Visits to Site, Inspection of Work

Consultant shall participate in conferences, meetings, site visits, and inspections as necessary to perform the services authorized under each Task Order. Representatives of the County and, when applicable, state or federal agencies may participate in such activities. Compensation for these services shall be included in the applicable

Task Order.

H. Checking Shop Drawings

For assignments involving construction drawings or construction-phase services, Consultant may be required to review shop drawings and other construction submittals related to Consultant’s design. The applicable Task Order shall identify the required review services and associated compensation.

I. Consultant Services During Construction

Construction-phase professional services may include responding to requests for information, reviewing submittals and shop drawings, preparing design clarifications or revisions, attending construction meetings, conducting site observations, reviewing change proposals, assisting with project closeout, and providing other construction support services.

The specific scope, level of effort, deliverables, and compensation for construction-phase services shall be established in the applicable Task Order.

J. Documentation

Consultant shall document the results of its work to the satisfaction of County and, when applicable, the state or applicable federal agency. Documentation may include progress and final reports, plans, specifications, estimates, calculations, drawings, technical memoranda, or other deliverables identified in the applicable Task Order.

K. County Obligations

County shall make available to Consultant data, records, plans, reports, and other information in County’s possession that County determines are applicable to the authorized work. Any additional County-furnished information, assistance, or services required for a particular assignment shall be identified in the applicable Task

Order.

ARTICLE II DESIGN STANDARDS

All services performed under this agreement shall be in accordance with:

◙ National Fire Protection Association (NFPA) Standards, as adopted by the California State Fire Marshal

◙ California Building Standards Code (Title 24, California Code of Regulations)

◙ ADA Standards for Accessible Design, 2010

◙ Caltrans Standard Specifications, 2026

◙ Caltrans Standard Plans, 2026

◙ Caltrans Surveys Manual

◙ California MUTCD

ARTICLE III PROJECT MANAGERS

A. Consultant shall designate a Project manager who at all times shall represent Consultant in its relationship with County on matters related to this Agreement. The designated Project manager shall continue in this capacity unless and until the manager is removed at the request of County, is no longer employed by Consultant, or is replaced with the written approval of County, which approval shall not be unreasonably withheld. There shall be no change in the members of Consultant’s Project team as listed in the approved Scope of Work and Cost

Proposal without prior written approval by County’s Project Manager.

1. Consultant’s Project Manager is .

2. County’s Project Manager is .

B. Consultant’s Project Manager shall meet with County’s Project Manager, as needed, to discuss progress on this Agreement.

ARTICLE IV PERFORMANCE PERIOD

A. This Agreement shall go into effect as of the date first written above, and Consultant shall commence work after notification to proceed by the County’s Project Manager. The initial term of this Agreement shall be three (3) years, unless earlier terminated in accordance with this Agreement. By mutual written agreement of the parties, the Agreement may be extended for two, one (1) year extensions.

B. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this Agreement, the terms of the

Agreement shall be extended by Agreement amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS

M. All subcontracts in excess of $25,000 shall contain the provisions of this Article. A Consultant will be reimbursed for hours worked at the hourly rates specified in the Consultant’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement.

Consultant will be reimbursed within thirty (30) days upon receipt by County’s Project Manager of itemized invoices in duplicate.

B. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.

C. Specific projects will be assigned to Consultant through issuance of Task Orders.

D. After a project to be performed under this Agreement is identified by County, County will prepare a draft

Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a County Project Manager. The draft

Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both County and Consultant.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which shall be based on the labor and other rates set forth in Consultant’s approved Cost Proposal.

Consultant shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations.

Consultant is responsible for paying the appropriate rate, including escalations that take place during the term of the Agreement.

F. Reimbursement for transportation and subsistence costs shall not exceed State rates.

G. When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval in the form of an Agreement amendment for a revised milestone cost estimate from County’s

Project Manager before exceeding such estimate.

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred

I. Consultant shall not commence performance of work or services until a final Task Order has been approved by County, and notification to proceed has been issued by County’s Project Manager. No payment will be made prior to approval or for any work performed prior to County approval of each Task Order.

J. A Task Order is of no force or effect until returned to County and signed by an authorized representative of County. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by County.

K. Consultant will be reimbursed within thirty (30) days upon receipt by County’s Project Manager of itemized invoices. Separate invoices itemizing all costs are required for all work performed under each Task

Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which

Consultant is billing, or upon completion of the Task Order. Invoices shall detail the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the Project title and Project number. Credits due County that include any equipment purchased under the provisions of Article XXXIII, Equipment Purchase, shall be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to County’s Project Manager at the following address:

County of Tuolumne

2 South Green Street

Sonora, CA 95370

L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order.

No Task Order will be written which extends beyond the expiration date of this Agreement.

M. The total amount payable by County for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.

N. If Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task

Order, no payment will be made until the deliverable has been satisfactorily completed.

O. Task Orders may not be used to amend the language (or the terms) of this Agreement nor to exceed the scope of work under this Agreement.

P. The total amount payable by County for all Task Orders resulting from this Agreement shall not exceed

$ 250,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this Agreement through Task Orders.

Q. Payment by County under this Agreement shall not be deemed a waiver of defects, even if such defects were known to County at the time of payment.

R. Notwithstanding any provisions of this Agreement, payment to Consultant shall not relieve Consultant of liability to County for damages sustained by County because of any breach of this Agreement by the Consultant, and County may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due County from Consultant is determined.

S. All subcontracts in excess of $25,000 shall contain the provisions of this Article.

ARTICLE VI COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS

A. The Consultant agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The Consultant also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the Consultant that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the Consultant to County.

D. If the Consultant or any subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit

Requirements for Federal Awards shall apply.

E. All subcontracts in excess of $25,000 shall contain the above provisions.

ARTICLE VII STATE PREVAILING WAGE RATES

A. No Consultant or Subconsultant may be awarded an Agreement containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with

DIR shall be maintained throughout the entire term of this Agreement, including any subsequent amendments.

B. The Consultant shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this Agreement are available and on file with the Department of Transportation's Regional/District Labor

Compliance Officer (http://www.dot.ca.gov/hq/construc/LaborCompliance/documents/District-

Region_Map_Construction_7-8-15.pdf). These wage rates are made a specific part of this Agreement by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site.

Prevailing wages will be applicable to all inspection work performed at County construction sites, at County facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve County projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the

Department of Industrial Relations Internet site at http://www.dir.ca.gov.

D. Payroll Records

1. Each Consultant and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

a. The information contained in the payroll record is true and correct.

b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the

Consultant under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by County representatives at all reasonable hours at the principal office of the Consultant. The Consultant shall provide copies of certified payrolls or permit inspection of its records as follows:

a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request.

b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of County, the Division of

Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of

Industrial Relations. Certified payrolls submitted to County, the Division of Labor Standards

Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the Consultant.

c. The public shall not be given access to certified payroll records by the Consultant. The

Consultant is required to forward any requests for certified payrolls to the County Project

Manager by both email and regular mail on the business day following receipt of the request.

3. Each Consultant shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by County shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the

Consultant or Subconsultant performing the work shall not be marked or obliterated.

5. The Consultant shall inform County of the location of the records enumerated under paragraph

(1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The Consultant or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the

Consultant or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to

County, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by County from payments then due. Consultant is not subject to a penalty assessment pursuant to this section due to the failure of a

Subconsultant to comply with this section.

E. When prevailing wage rates apply, the Consultant is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the County Project

Manager.

F. Penalty

1. The Consultant and any of its Subconsultants shall comply with Labor Code §1774 and §1775.

Pursuant to Labor Code §1775, the Consultant and any Subconsultant shall forfeit to the County a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the Agreement by the Consultant or by its

Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to

1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the Consultant or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the Consultant or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the Consultant or Subconsultant had knowledge of the obligations under the Labor Code. The Consultant is responsible for paying the appropriate rate, including any escalations that take place during the term of the Agreement.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Consultant or

Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the prime Consultant of the project is not liable for the penalties described above unless the prime Consultant had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the prime Consultant fails to comply with all of the following requirements:

a. The Agreement executed between the Consultant and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor

Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.

b. The Consultant shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.

c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the Consultant shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the

Subconsultant for work performed on the public works project.

d. Prior to making final payment to the Subconsultant for work performed on the public works project, the Consultant shall obtain an affidavit signed under penalty of perjury from the

Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, County shall notify the Consultant on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If County determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if County did not retain sufficient money under the Agreement to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the Consultant shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by County.

G. Hours of Labor

Eight (8) hours labor constitutes a legal day's work. The Consultant shall forfeit, as a penalty to the

County, twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the

Consultant or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight

(8) hours per day and forty (40) hours in any week, at not less than one and one half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime Agreement or the sub agreement exceeds thirty thousand dollars

($30,000), the Consultant and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. Consultants and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, Consultant and subconsultants are advised to contact the DIR

Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the

Agreement work. The Consultant is responsible for all subconsultants’ compliance with these requirements. Penalties are specified in Labor Code §1777.7.I. Any subcontract entered into as a result of this Agreement, if for more than $1,000 for public works construction or for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Article.

ARTICLE VIII INSPECTION OF WORK

Consultant and any subcontractor shall permit County, the state, and the FHWA, if federal participating funds are used in this Agreement, to review and inspect the Project activities and files at all reasonable times during the performance period of this Agreement, including review and inspection on a daily basis.

ARTICLE IX SAFETY

A. Consultant shall comply with OSHA regulations applicable to Consultant regarding necessary safety equipment or procedures. Consultant shall comply with safety instructions issued by the County Safety Officer and other County representatives. Consultant personnel shall wear hard hats and safety vests at all times while working on the Project site.

B. As authorized by Vehicle Code section 591, County has determined that the portions of the street or highway within the limits of the Project are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this Agreement, shall contain all of the provisions of this

Article.

D. Consultant shall have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper.

ARTICLE X NOTIFICATION

Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either delivered personally, transmitted by facsimile machine or sent prepaid, first class United States mail. Any such writing shall be addressed or transmitted to the other party at the address, location or facsimile number set forth below. Either party may change its address, location or facsimile number by notifying the other party of the change in writing. Notice shall be deemed received when (1) delivered personally, (2) transmitted by facsimile, or (3) 48 hours from the time of deposit in a United States mail box if mailed as provided in this Article.

County: Consultant:

Primary Contact:

Organization: County of Tuolumne

Address: 2 South Green Street

Sonora, CA 95370

PHONE: (209) 533-5633

FAX: (209) 533-5698

ARTICLE XI GENERAL PROVISIONS

A. Professional Ability of Consultant. Consultant represents and warrants to County that it has all of the necessary professional capabilities and experience, as well as all tools, instruments, facilities, and other resources necessary to provide County with the services contemplated by this Agreement. Consultant shall provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.

B. Licenses. Consultant represents and warrants to County that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession.

Consultant represents and warrants to County that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession.

C. Independent Contractor. Consultant and the agents and employees of Consultant, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees or agents of County.

Consultant shall obtain no rights to retirement benefits or other benefits which accrue to County’s employees, and

Consultant hereby expressly waives any claim it may have to any such rights. All employees, agents, contractors, subcontractors hired or retained by Consultant are performing in that capacity for and on behalf of Consultant and not County. County shall not be obligated in any way to pay any wage claims or other claims made against

Consultant by any such employee, agent, contractor or subcontractor, or any other person resulting from the performance of this Agreement.

D. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California. This Agreement shall be deemed to have been made and is to be performed in County of

Tuolumne. In any action brought relating to this Agreement, proper venue shall be the Tuolumne County

Superior Court.

E. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

F. Waiver. No failure on the part of County to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by County of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure.

G. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses and attorneys’ fees.

H. Headings. Article and paragraph headings shall not affect the scope, meaning, intent or applicability of the provisions therein.

ARTICLE XII AMENDMENT

A. This Agreement may be amended or modified only by mutual written agreement of the parties and approved as to legal form by the County Counsel.

B. Consultant shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by County’s Project Manager.

ARTICLE XIII SUBCONTRACTING

A. Nothing contained in this Agreement or otherwise, shall create any contractual relationship between the

County and any Subconsultants, and no sub agreement shall relieve the Consultant of its responsibilities and obligations hereunder. The Consultant agrees to be as fully responsible to the County for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Consultant. The Consultant's obligation to pay its Subconsultants is an independent obligation from the County's obligation to make payments to the Consultant.

B. The Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the County Project Manager, except that which is expressly identified in the Consultant’s approved Cost Proposal.

C. Any sub agreement entered into as a result of this Agreement, shall contain all the provisions stipulated in this entire Agreement to be applicable to Subconsultants unless otherwise noted.

D. The Consultant shall pay its Subconsultants withing Fifteen (15) calendar days from receipt of each payment made to the Consultant by the County.

E. Any substitution of Subconsultants shall be approved in writing by the County Project Manager in advance of assigning work to a substitute Subconsultant.

F. Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors.

G. Prompt Progress Payment

The Consultant or Subconsultant shall pay to any Subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed the

Consultant on account of the work performed by the Subconsultants, to the extent of each Subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from the Consultant or Subconsultant to a Subconsultant, the Consultant or Subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

H. Prompt Payment of Withheld Funds to Subconsultants

The County may hold retainage from the Consultant and shall make prompt and regular incremental acceptances of portions, as determined by the County, of the contract work, and pay retainage to the Consultant based on these acceptances. The County shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by the Consultant or Subconsultant to a Subconsultant.

No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT.

CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by

CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

ARTICLE XIV OWNERSHIP OF DATA

A. Upon completion of all work under this Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this Agreement will automatically be vested in County; and no further agreement will be necessary to transfer ownership to County. Consultant shall furnish County all necessary copies of data needed to complete the review and approval process.

B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the Project for which this Agreement has been entered into.

C. Consultant is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by County of the machine-readable information and data provided by Consultant under this Agreement;

further, Consultant is not liable for claims, liabilities, or losses arising out of, or connected with any use by

County of the Project documentation on other projects, for additions to this Project, or for the completion of this

Project by others, except only such use as may be authorized in writing by the Consultant.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27, Subpart 27.3 – Patent Rights under Government Contracts for federal-aid contracts).

E. County may permit copyrighting reports or other Agreement products. If copyrights are permitted this

Agreement shall provide that County and FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes.

F. Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article.

ARTICLE XV CONFIDENTIALITY OF DATA

A. All financial, statistical, personal, technical, or other data and information relative to County’s operations, which are designated confidential by County and made available to Consultant in order to carry out this

Agreement, shall be protected by Consultant from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by County relating to this

Agreement, shall not authorize Consultant to further disclose such information, or disseminate the same on any other occasion.

C. Consultant shall not comment publicly to the press or any other media regarding this Agreement or

County’s actions on the same, except to County’s staff, Consultant’s own personnel involved in the performance of this Agreement, at public hearings or in response to questions from a Legislative committee.

D. Consultant shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this Agreement without prior review of the contents thereof by County, and receipt of County’s written permission.

E. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this

Article.

F. All information related to the construction estimate is confidential and shall not be disclosed by

Consultant to any entity other than County.

ARTICLE XVI INDEMNIFICATION

Contractor shall hold harmless, defend and indemnify County and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the County.

If such indemnification becomes necessary, the County Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the County. This indemnification clause shall survive the termination or expiration of this Agreement.

ARTICLE XVII INSURANCE

A. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

Coverage shall be at least as broad as:

i. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

ii. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

iii. Workers' Compensation: as required by the State of California, with Statutory Limits, and

Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the

County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.

B. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:

i. Additional Insured Status. The County, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20

10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG

20 38; and CG 20 37 if a later edition is used).

ii. Primary Coverage. For any claims related to this contract, the Contractor's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 as respects the

County, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the

Contractor's insurance and shall not contribute with it. This requirement shall also apply to any

Excess or Umbrella liability policies.

iii. Umbrella or Excess Policy. The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the additional Insured, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the

Contractor’s primary and excess liability policies are exhausted.

iv. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the County.

v. Waiver of Subrogation. Contractor hereby grants to County a waiver of any right to subrogation which any insurer of said Contractor may acquire against the County by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the

County has received a waiver of subrogation endorsement from the insurer.

vi. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the County.

The County may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or County. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention

(SIR) or deductible that exceeds $25,000, unless approved in writing by County. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. County may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the

Named Insured. The policy must also provide that Defense costs, including the Allocated Loss

Adjustment Expenses, will satisfy the SIR or deductible. County reserves the right to obtain a copy of any policies and endorsements for verification.

vii. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the

County.

viii. Verification of Coverage. Contractor shall furnish the County with original Certificates and amendatory endorsements, or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsement Page of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the

Declarations & Endorsements pages are to be received and approved by the County before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

ix. Special Risks or Circumstances. County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

x. Failure to Comply: Upon failure to comply with any of these insurance requirements, this

Agreement may be forthwith declared suspended or terminated. Failure to obtain and/or maintain any required insurance shall not relieve any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the indemnification obligations.

ARTICLE XVIII DISPUTES

B. Not later than thirty (30) days after completion of all deliverables necessary to complete the plans, specifications and estimate, Consultant may request review by the County Board of Supervisors of unresolved claims or disputes, other than audit. The request for review shall be submitted in writing.

ARTICLE XIX TERMINATION

A. This Agreement may be terminated by County, provided that County gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, County shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Article XIV, Ownership of Data.

B. County may temporarily suspend this Agreement, at no additional cost to County, provided that

Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension.

If County gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination provided for in subsection A of this section.

C. Notwithstanding any provisions of this Agreement, Consultant shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Agreement by Consultant, and County may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due County from Consultant is determined.

D. In the event of termination, Consultant shall be compensated as provided for in this Agreement, except as provided in Article XXXIII Equipment Purchase and Other Capital Expenditures, Section C. Upon termination, County shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Article XIV, Ownership of Data.

ARTICLE XX CLAIMS FILED BY COUNTY’S CONSTRUCTION CONTRACTOR

A. If claims are filed by County’s construction contractor relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required in order to evaluate or defend against such claims, Consultant agrees to make its personnel…