Contract 1819156 Funding Source: SPR Caltrans Planning Grant (Federal) Project Billing Code: 200?002-1506 SACRAMENTO AREA COUNCIL OF GOVERNMENTS STANDARD AGREEMENT THIS AGREEMENT (?Agreement? or ?Contract?), is made and entered by and between the SACRAMENTO AREA COUNCIL OF GOVERNMENTS, a joint powers agency (hereinafter through its duly appointed Executive Director, and REPLICA, INC. d/b/a Sidewalk Labs, a California Corporation (hereinafter ?Contractor?). RECITALS: 1. Contractor represents that it is specially trained and/or has the experience and expertise necessary to competently perform the services set forth in this Agreement; and 2. Contractor is willing to perform the services and work described in this Agreement under the terms and conditions set forth in this Agreement; and 3. SACOG desires to contract with Contractor to perform the services and work described in this Agreement under the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Time of Performance: Contractor shall complete work in accordance with the Scope of Work, attached hereto as Exhibit A, as expeditiously as is consistent with generally accepted standards of professional skill and care and the orderly progress of work. a. This Agreement shall go into effect on May 29, 2019, contingent upon approval by SACOG, and Contractor shall commence work after notification to proceed by Project Manager. This Agreement shall end on October 31, 2021, unless extended by written amendment pursuant to Section 12 below. b. Contractor is advised that any recommendation for contract award is not binding on SACOG until the contract is fully executed and approved by SACOG. 2. Scope of Work: Contractor agrees to fully perform the work described in Exhibit A - Scope of Work. In the event of any inconsistency between Exhibit A and other terms and conditions of this Agreement, Exhibit A shall control. SACOG reserves the right to review and approve all work to be performed by Contractor in relation to this Agreement. Any proposed amendment to the Scope of Work must be submitted by Contractor in writing for prior review and approval by Executive Director. Approval shall not be presumed unless such approval is made by SACOG in writing. 3. Standard of Quality: All work performed by Contractor under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Contractor?s field ofexpertise. (3) 4. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and local laws, codes, ordinances, regulations, orders and decrees. Contractor warrants and represents to SACOG that Contractor shall, at its own cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals that are legally required for Contractor to practice its profession or are necessary and incident to the performance of the services and work Contractor performs under this Agreement. Contractor shall provide written proof of such licenses, permits, insurance and approvals upon request by SACOG. SACOG is not responsible or liable for Contractor?s failure to comply with any or all of the requirements contained in this paragraph. 5. Consideration: a Payment to Contractor by SACOG shall be made as set forth in Exhibit A. The amount to be paid to Contractor under this Agreement shall not exceed Six Hundred Thousand Dollars ($600,000) unless expressly authorized in writing by the SACOG Executive Director. In no instance shall SACOG be liable for any payments or costs for work in excess of this amount, nor for any unauthorized or ineligible costs. Contractor shall be paid at the times and in the manner set forth in this Agreement. The consideration to be paid Contractor, as provided in this Agreement, shall be in compensation for all of Contractor?s expenses incurred in the performance of work under this Agreement, including travel and per diem, unless otherwise expressly so provided. Cost Principles and Administrative Requirements: (1) Contractor agrees that the ?Contract Cost Principles and Procedures,? 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000, et seq., and ?Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards?, 2 CFR, Part 200, shall be used to determine the cost allowability of individual items. (2) Any costs for which payment has been made to Contractor that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000, et seq., 23 CFR Part 420, 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, or any other applicable State or Federal Regulations, are subject to repayment by Contractor to SACOG. Disallowed costs must be reimbursed to SACOG within thirty (30) days unless SACOG approves in writing an alternative repayment plan. Should Contractor fail to return disallowed costs to SACOG within thirty (30) days, SACOG is authorized to withhold payments due to Contractor from other SACOG contracts. Contractor shall comply with, and shall require its subcontractors to comply with, the requirements for non-State employee travel and subsistence (per diem) expenses found in the California Department of Transportation (?Caltrans?) Travel Guide, Non?State Employee Travel (referencing the current California Department of Personnel Administration rules) at the following link: Lodging rates shall not exceed rates authorized to be paid non-State employees unless written verification is supplied that such rates are not commercially available to Contractor and/or its subcontractors at the time and location required as speci?ed in the Caltrans Travel Guide Exception Process. (4) (5) (6) Contractor and subcontractors shall establish and maintain an accounting system conforming to Generally Accepted Accounting Principles (GAAP) which segregates and accumulates reasonable, allowable, and allocable costs and matching funds for work elements by line item and produces quarterly reports which clearly identify reimbursable costs and other expenditures and shall provide support for all invoices sent to SACOG. Contractor shall also provide SACOG with the Caltrans, Local Assistance Procedures Manual, Exhibit 10-K (Consultant Certification of Contract Costs and Financial Management System). Contractors and subcontractors shall comply with: 23 Caltrans? Local Assistance Procedures Manual (at Caltrans? Local Assistance Programs Guidelines (at California Public Contract Code, Sections 10300 to 10334, and 10335 to 10381; and all other applicable State and Federal statutes, regulations, and guidelines or additional restrictions, limitations, conditions, or any statute enacted by the state Legislature or adopted by the California Transportation Commission that may affect the provisions, terms, or funding of this project in any manner. All subcontracts in excess of $25,000 shall contain provisions 5.b(1) through 5.b(6) above. lnvoicinq. Costs and Pavment: a Contractor shall submit invoices in arrears to SACOG based on services provided and any actual costs incurred. Each invoice shall include the following: prepared on Contractor?s letterhead; (ii) signed by Contractor?s Project Manager; contain a unique invoice number; (iv) attach appropriate documentation; invoice each milestone separately; and (vi) if subcontractors are used, include a separate invoice for each subcontractor in the required format and include a summary of all subcontractors? invoices. Contractor invoices shall also comply with all requirements set forth in Subsection b. below including, but not limited to, Subsection Contractor shall submit written invoices in triplicate to the SACOG as specified in Subsection Contractor shall be paid as specified in Subsection b. below; however, SACOG, at its own discretion, may withhold at least ten percent of each invoice until the successful completion of the scope of work and the delivery and acceptance by SACOG of all final products. Said invoices shall indicate the number of hours worked by each of Contractor?s personnel and reimbursable costs incurred to the date of such billing since the date of the preceding billing, if any. The invoices shall include documentation of reimbursable expenses and other invoiced items sufficient for SACOG, in its opinion, to substantiate billings. (Attached as Exhibit is a matrix of required supporting documentation for invoices.) SACOG reserves the right to withhold payment of disputed amounts. Allowable Costs and Payments: Contractor will be reimbursed for hours worked at the hourly rates specified in Contractor?s Cost Proposal attached hereto (Caltrans, Local Assistance Procedures Manual, Exhibit 10-H) (?Cost Proposal?). The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Contractor will be reimbursed for incurred (actual) direct costs other than salary costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Specific projects will be assigned to Contractor through issuance of Task Orders/approval of the Scope of Work. For any project to be performed under this Agreement, SACOG will prepare a draft Task Order/Scope of Work; less the cost estimate. A draft Task Order/Scope of Work will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate Project Representative. The draft Task Order/Scope of Work will be delivered to Contractor for review. Contractor 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/Scope of Work shall be signed by both SACOG and Contractor. (3) (4) (6) (8) (10) (11) Task Orders/Scope of Work may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Contractor?s Cost Proposal. Reimbursement for transportation and subsistence costs shall not exceed the rates as speci?ed in the approved Cost Proposal. When milestone cost estimates are included in the approved Cost Proposal, Contractor shall obtain prior written approval for a revised milestone cost estimate from Project Manager before exceeding such estimate. Progress payments for each Task Order/Scope of Work will be made in arrears based on services provided and actual costs incurred. Contractor shall not commence performance of work or services until this Agreement has been approved by SACOG, and notification to proceed has been issued by Project Manager. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. No expenditures are authorized on the project and work shall not commence until a Task Order/Scope of Work for the project has been executed by SACOG. Contractor will be reimbursed as as fiscal procedures will permit upon receipt by SACOG of itemized invoices in triplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Contractor is billing, or upon completion of the Task Order/Scope of Work. Invoices shall detail the work performed on each milestone, on each project, as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this contract number, project title and Task Order/Scope of Work number. Credits due to SACOG that include any equipment purchased under the provisions of Section 43 of this Agreement, must be reimbursed by Contractor prior to the expiration or termination of this Agreement. Invoices shall be mailed to Project Manager at the address provided in Section 17. The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Order/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. The total amount payable by SACOG for an individual Task Order/Scope of Work shall not exceed the amount agreed to in the Task Order/Scope of Work, unless authorized by written amendment. If the Contractor fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order/Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (12) Task Orders/Scope of Work may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (13) All subcontracts in excess of $25,000 shall contain provisions 6.b(1) through 6.b(12) above. 7. Independent Contractor: The Contractor, and the agents and employees of the Contractor, in the performance of this Agreement, shall act as and be independent contractors and not officers or employees or agents of SACOG. Contractor, its of?cers, employees, agents, and subcontractors, if any, shall have no power to bind or commit SACOG to any decision or course of action, and shall not represent to any person or business that they have such power. Contractor has and shall retain the right to exercise full control of the supervision of the services and work and over the employment, direction, compensation and discharge of all persons assisting Contractor in the performance of services under this Agreement. Contractor shall be solely responsible for all matters relating to the payment of its employees including, but not limited to, compliance with social security and income tax withholding, workers? compensation insurance and all regulations governing such matters. 8. Termination: a. SACOG reserves the right to terminate this Agreement upon thirty (30) calendar days? written notice to Contractor with the reasons for termination stated in the notice. The notice shall be deemed served and effective for all purposes on the date it is deposited in the US. mail, certified, return receipt requested, addressed to Contractor at the address indicated in Section 17. b. SACOG may terminate this Agreement with Contractor, should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, SACOG may proceed with the work in any manner deemed proper by SACOG. If SACOG terminates this Agreement with Contractor, SACOG shall pay Contractor the sum due to Contractor under this Agreement prior to Contractor?s failure to perform, unless the cost of completion to SACOG exceeds the funds remaining in the Agreement. In which case, the overage shall be deducted from any sum due Contractor under this Agreement and the balance, if any, shall be paid to Contractor upon demand. 0. The maximum amount for which the SACOG shall be liable if this contract is terminated is Six Hundred Thousand Dollars 9. Assignment: The parties understand that SACOG entered into this Agreement based on the professional expertise and reputation of Contractor. Therefore, without the prior express written consent of SACOG, this Agreement is not assignable by the Contractor either in whole or in part. 10. Binding Agreement: This Agreement shall be binding on the parties hereto, their assigns, successors, administrators, executors, and other representatives. 11. Time: Time is of the essence in this Agreement. 12. Amendments: No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. 13. Contractors and Subcontractors: Contractor shall not subcontract any portion of the work without the prior express written authorization of SACOG. a. SACOG reserves the right to review and approve any contract or agreement to be funded in whole or in part using funds provided under this Agreement. Nothing contained in this Agreement or othenrvise, shall create any contractual relation between SACOG and any subcontractor, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to SACOG for the acts and omissions of its subcontractors 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 Contractor. Contractor?s obligation to pay its subcontractors is an independent obligation from obligation to make payments to the Contractor. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by SACOG's Project Manager, except that which is expressly identified in the approved Cost Proposal. Contractor shall pay its subcontractors within ten (10) calendar days from receipt of each payment made to Contractor by SACOG. 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, including: (1) Comply with applicable State and Federal laws that pertain to, among other things, labor standards, Non?Discrimination, the Americans with Disabilities Act, Equal Employment Opportunity, the Drug-Free Workplace Act, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000, et seq., ?Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,? 2 CFR, onn and ?an I'rn LUV, ullu VUIIU nl as act Cost du allu l?lUbC IUD. (2) Maintain at least the minimum State?required Workers? Compensation Insurance for those employees who will perform the work or any part of it. (3) Maintain unemployment insurance and disability insurance as required by law, along with liability insurance in an amount that is reasonable to compensate any person, firm, or corporation who may be injured or damaged by the Contractor or any subcontractor in performing work associated with this Agreement or any part of it. (4) Retain all books, records, computer records, accounts, documentation, and all other materials pertaining to the performance of this Agreement for a period of three (3) years from the date of termination of this Agreement, or three (3) years from the conclusion or resolution of any and all audits or litigation relevant to this Agreement and any amendments, whichever is later. (5) Permit SACOG and/or its designees, upon reasonable notice, unrestricted access to any or all books, records, computer records, accounts, documentation, and all other materials pertaining to the performance of this Agreement for the purpose of monitoring, auditing, or othen/vise examining said materials. (6) Comply with all applicable requirements of Title 49, Part 26 of the Code of Federal Regulations, as set forth in Section 31, Disadvantaged Business Enterprise Participation. f. Any substitution of subcontractors must be approved in writing by Project Manager prior to the start of work by the subcontractors. 14. Indemnity: Contractor specifically agrees to indemnify, defend, and hold harmless SACOG, its directors, of?cers, members, agents, and employees (collectively the ?lndemnitees?) from and against any and all actions, claims, demands, losses, costs, expenses, including reasonable attorneys? fees and costs, damages, and liabilities (collectively ?Losses?) arising out of or in any way connected with the performance of this Agreement, excepting only Losses caused by the sole, active negligence or willful misconduct of an lndemnitee. Contractor shall pay all costs and expenses that may be incurred by SACOG in enforcing this indemnity, including reasonable attorneys? fees. The provisions of this Section shall survive the expiration, termination, or assignment of this Agreement. 15. Insurance Requirements: Contractor hereby warrants that it carries and shall maintain, at its sole cost and expense, in full force and effect during the full term of this Agreement and any extensions to this Agreement, the following described insurance coverage: POLICY (1) Workers? Compensation; Employer?s Liability. (2) Comprehensive Automobile: Insurance Services Of?ce, form 0001 covering Automobile Liability, code 1 (any auto). (3) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form 0001 (4) Technology Errors and Omissions and Cyber Liability; Information Security Privacy Liability MINIMUM LIMITS OF LIABILITY Statutory requirements for Workers? Compensation; $1 ,000,000 Employer?s Liability. Bodily Injury/Property Damage $1,000,000 each accident. $1,000,000 per occurrence. If Commercial General Liability Insurance or other form with a general aggregate limit, such limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Contractor shall maintain liability insurance covering acts, errors, and/or omissions arising out of the performance or failure to perform under this Agreement. The policy shall include the following coverage: Technology Products Services Information Security and Privacy Liability for Service Provided to Others. Such insurance shall cover errors, omissions, and/or negligent acts in the delivery of products and services under this Agreement. Such insurance shall include coverage for claims and losses with respect to network risks (such as data breaches, unauthorized access/use, ID thefts, invasion of privacy/loss/theft of data) and infringement of copyrights, trademarks, service marks and trade dress. Coverage limits shall not be less than $1,000,000 per claim and $3,000,000 in aggregate. If coverage is written on a claims-made basis, coverages shall remain in effect for not less than three (3) years following the date of termination or expiration of this Agreement . a. Deductibles and Self-insured Retentions: Any deductibles or self- insured retentions in excess of $5,000 must be declared to and approved by SACOG. b. Required Provisions: The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (1) For any claims related to this Agreement, the Contractor?s insurance coverage shall be the primary insurance with respect to SACOG, its directors, of?cers, employees and agents. Any insurance or self- insurance maintained by SACOG, its directors, of?cers, employees or agents shall be in excess of the Contractor?s insurance and shall not contribute to it. 16. (2) Any failure by Contractor to comply with reporting or other provisions of the policies including breaches of warrants shall not affect coverage provided to SACOG, its directors, officers, employees or agents. (3) Contractor?s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer?s liability. (4) Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days? prior written notice by certified mail, return receipt requested, has been given to SACOG. Acceptabilitv of Insurers: Insurance is to be placed with insurers with a current A.M. Best?s rating of no less than A: Vll, unless othenNise approved by SACOG. Certificate of Insurance and Additional Insured Requirement: Contractor shall furnish to SACOG an original Certificate of Insurance on a standard ACORD form, or other form acceptable to SACOG, substantiating the required coverages and limits set forth above and also containing the following: (1) Thirty (30) days prior written notice to SACOG of the cancellation, non? renewal, or reduction in coverage of any policy listed on the Certificate; and (2) The following statement with respect to the Commercial General Liability policy: and its directors, of?cers, employees and agents, are made additional insureds, but only insofar as the operations under this Agreement are concerned.? Certified Copies of Policies: Upon request by SACOG, Contractor shall immediately furnish a complete copy of any policy required hereunder, including all endorsements, with said copy certified by the insurance company to be a true and correct copy of the original policy. Contractor?s Responsibm: Nothing herein shall be construed as limiting in any way the extent to which Contractor may be held responsible for damages resulting from Contractor?s operations, acts, omissions, or negligence. Insurance coverage obtained in the minimum amounts specified above shall not relieve Contractor of liability in excess of such minimum coverage, nor shall it preclude SACOG from taking other actions available to it under this Agreement or by law including, but not limited to, actions pursuant to Contractor?s indemnity obligations. Retention of Records and Audit Procedures: a SACOG or its designee, including but not limited to any State or Federal agency, shall have the right to review, obtain, and copy all books, records, computer records, accounts, documentation and any other materials (collectively ?Records?) pertaining to performance of this Agreement, including any Records in the possession of any subcontractors, for the purpose of monitoring, auditing, or othenNise examining the Records. Such Records shall include all records of employment, employment advertisements, employment application forms, and other pertinent employment data, as well as any records pertaining to compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq. (when applicable) and other matters connected with the performance of the contract pursuant to Government Code 8546.7. If so directed by SACOG upon expiration of this Agreement, the Contractor shall cause all Records to be delivered to SACOG as depository. Contractor and its subcontractors agree to cooperate with the State and SACOG by making all appropriate and relevant project Records available for audit, inspection, and/or copying by the State, the California State Auditor, or any duly authorized representative of the State or Federal government. Such Records shall be available at all reasonable times during the term of this Agreement and for three (3) years from the date of submission of the final expenditure report by the State to FHWA. For the purpose of determining compliance with Public Contract Code 10115, et seq., and Title 21, California Code of Regulations, Chapter 21, Section 2500, et seq., (when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7), Contractor, subcontractors, and SACOG shall maintain and make available for inspection all Records, and other evidence pertaining to the performance of the contract including, but not limited to, the costs of administering the Agreement. (1) All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of ?nal payment under the Agreement. The State, State Auditor, SACOG, FHWA, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Contractor and its certified public accountants (CPA) work papers that are pertinent to the Agreement, and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. (2) Subcontracts in excess of $25,000 shall contain this entire Section 16. Audit Review Procedures: (1) Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Executive Director. (2) No later than 30 days after issuance of the final audit report, Contractor may request a review by Executive Director of unresolved audit issues. The Contractor?s request for review will be submitted in writing. (3) Neither the pendency of a dispute nor its consideration by SACOG will excuse Contractor from full and timely performance in accordance with the terms of this Agreement. (4) Contractor and subcontractor contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit workpaper review. If selected for audit or review, the Agreement, cost proposal, ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Contractor?s responsibility to ensure Federal, State, or local government of?cials are allowed full access to the workpapers including making copies as necessary. The Agreement, Cost Proposal, and ICR shall be adjusted by Contractor and approved by SACOG to conform to the audit or review recommendations. Contractor agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by SACOG at its sole discretion. Refusal by Contractor to incorporate audit or review recommendations, or to ensure that the Federal, State or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. 17. Project Managers: Project Manager for this Agreement is Shengyi Gao unless SACOG othen/vise informs Contractor. Any notice, report, or other communication required by this Agreement shall be mailed by first-class mail to the SACOG Project Manager at the following address: Shengyi Gao, Associate Analyst Sacramento Area Council of Governments 1415 Street, Suite 300 Sacramento, CA 95814 Telephone: (916) 340?6239 Email: sgao@sacog.org Contractor?s Project Manager for this Agreement is Nick Bowden. No substitution of Contractor?s Project Manager is permitted without the prior written agreement of SACOG, which agreement shall not be unreasonably withheld. With the exception of notice pursuant to Section 8 above, any notice, report, or other communication to Contractor required by this Agreement shall be mailed by first-class mail to: Nick Bowden, Model CEO Replica, Inc. d/b/a Sidewalk Labs 575 Market Street San Francisco, CA 94105 Telephone: (402) 802-8374 E?mail: bowden@sidewalklabs.com 18. Successors: This Agreement shall be binding on the parties hereto, their assigns, successors, administrators, executors, and other representatives. 19. Waivers: No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of SACOG to enforce at any time the provisions of this Agreement or to require at any time performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of SACOG to enforce these provisions. 20. Litigation: Contractor shall notify SACOG immediately of any claim or action undertaken by it or against it that affects or may affect this Agreement or SACOG, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of SACOG. 21. National Labor Relations Board Certification: Contractor, by signing this Agreement, does swear under penalty of perjury that no more than one final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor?s failure to comply with an order of a Federal court which orders Contractor to comply with an order of the National Labor Relations Board (Public Contract Code 10296). 22. Americans with Disabilities Act (ADA) of 1990: Accessibilitv: By signing this Agreement, Contractor assures SACOG that it complies with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA including, but not limited to, those found within the Code of Federal Regulations, Title 49, parts 27, 37, and 38. Contractor also agrees that it will award no construction contract unless its plans and specifications for such facilities conform to the provisions of California Government Code section 4450 and 4454, if applicable. 23. Compliance with Non-Discrimination and Equal Emblovment Opportunitv Laws: It is policy to comply with State and Federal laws and regulations including Title VI of the Civil Rights Act of 1964, Americans with Disabilities Act of 1990 (ADA) and other Federal discrimination laws and regulations (including 49 CFR Part 21 through Appendix C, 23 CFR part 200, 23 CFR part 230, 49 U.S.C. 5332, 42 U.S.C. 12101 et seq., and the Title VI Assurance executed by California under 23 U.S.C. 324 and 29 U.S.C. 794), as well as the Unruh Civil Rights Act of 1959, the California Fair Employment and Housing Act (Government Code 12900 et seq.), and other California State discrimination laws and regulations. SACOG does not discriminate against any employee or applicant for employment because of race, religion (including religious dress and grooming practices) color, national origin, (includes use and possession of a driver?s license issued to persons unable to prove their presence in the United States is authorized under federal law), ancestry, disability, (including physical and mental, including HIV and AIDS) medical condition, (including genetic characteristics, cancer or a record or history of cancer), military or veteran status, marital status, sex/gender (includes pregnancy, childbirth, breastfeeding, and/or related medical conditions), age (40 and above), gender identity, gender expression, or sexual orientation pursuant to Sections 12940 et seq. of the Government Code. SACOG prohibits discrimination by its employees, contractors and consultants. Contractor hereby certifies, under penalty of perjury under the laws of California, that it complies with, and that Contractor will require that its subcontractors comply with, the following non?discrimination and equal opportunity laws. Any failure by Contractor to comply with these provisions shall constitute a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as SACOG may deem appropriate. a. Contractor and its subcontractors shall comply with all provisions pro. ibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d, et seq., with US. DOT regulations, ?Nondiscrimination in Federally-Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act?, 49 CFR. Part 21, and with any applicable implementing Federal directives that may be issued. Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the State of California shall, on the basis of race, color, national origin, religion, sex, age, or disability, be excluded from participation in, denied the benefits of, or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. Contractor and its subcontractors shall comply with all applicable equal employment opportunity (EEO) provisions of 42 U.S.C. 2000e, implementing Federal regulations, and any applicable implementing Federal directives that may be issued. Contractor and its subcontractors shall ensure that applicants and employees are treated fairly without regard to their race, color, creed, sex, disability, age, or national origin. c. Contractor and its subcontractors will act in accordance with Title VI and will not unlawfully discriminate, harass, or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religion, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition, age or marital status. Contractor and its subcontractors will further ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment, including the improper denial of family and medical care leave and pregnancy disability leave. Contractor and its subcontractors will comply with all applicable Federal and State employment laws and regulations including, without limitation, the provisions of the California Fair Employment and Housing Act (Government Code 12900, et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, 7285.0, et seq.), as well as Title 2, California Administrative Code, Section 8103. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code 12990 set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Contractor shall also comply with the Older Americans Act, as amended (42 U.S.C. 6101), prohibiting discrimination on the basis of age, Section 324 of Title 23 U.S.C., prohibiting discrimination based on gender, and section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and 49 CFR part 27 regarding discrimination against individuals with disabilities. Contractor, with regard to the work performed by it during the Agreement, shall act in accordance with Title VI. Specifically, the Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the US. Regulations, including employment practices when the Agreement covers a program whose goal is employment. Contractor will include the provisions of this Section 23 in all contracts to perform work funded under this Agreement. 24. Druq-Free Certification: By signing this Agreement, Contractor hereby certifies under penalty of perjury under the laws of the State of California that Contractor will comply with the requirements of the Drug?Free Workplace Act of 1990 (Government Code 8350, et seq.) and will provide a drug-free workplace by taking the following actions: a Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited, and specifying actions to be taken against employees forviolations. Establish a Drug-Free Awareness Program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The person?s or the organization?s policy of maintaining a drug-free workplace; (3) Any available counseling, rehabilitation, and employee assistance programs; and (4) Penalties that may be imposed upon employees for drug abuse violations. (2 Every employee of Contractor who works under this Agreement shall: (1) Receive a copy of Contractor?s Drug-Free Workplace Policy Statement; and (2) Agree to abide by the terms of Contractor?s Statement as a condition of employment on this Agreement. 25. Union Organizing: By signing this Agreement, Contractor hereby acknowledges the applicability of Government Code 16645 through 16649 to this Agreement, excluding 16645.2 and 16645.7. a Contractor will not assist, promote, or deter union organizing by employees performing work on this Agreement if such assistance, promotion, or deterrence contains a threat of reprisal or force, or a promise of benefit. Contractor will not meet with employees or supervisors on SACOG or State property if the purpose of the meeting is to assist, promote or deter union organizing, unless the property is equally available to the general public for meetings. 26. Debarment, Suspension, and Other Responsibilities: Contractor certifiesand warrants that neither the Contractor firm nor any owner, partner, director, officer, or principal of Contractor, nor any person in a position with management responsibility or responsibility for the administration of funds: a Is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department or agency. Has within the three?year period preceding this Agreement, been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract; violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. ls presently indicted for or othenNise criminally or civilly charged by a government entity (Federal, State, or local) with commissions of any of the offenses enumerated in paragraph above. Has within a three-year period preceding this Agreement, had one or more public transactions or contracts (Federal, State, or local) terminated for cause or default. Contractor shall complete the Debarment Certi?cation Form, attached hereto as Exhibit B. 27. Conflicts of Interest: a. Contractor shall disclose any financial, business, or other relationship with SACOG that may have an impact upon the outcome of this Agreement, or any ensuing SACOG construction project. Contractor shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing SACOG construction project, which will follow. b. Contractor hereby certifies that it does not now have, nor shall it acquire, any financial or business interest that would conflict with the performance of services under this Agreement. c. Contractor shall immediately notify SACOG of any and all potential violations of this Section upon becoming aware of the potential violation. d. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Section. 28. Covenant Aqainst Contingent Fees: Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage, fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, SACOG shall have the right to annul this Agreement without liability, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 29. Political Reform Act Compliance: Contractor is aware and acknowledges that certain contractors that perform work for governmental agencies are "consultants" under the Political Reform Act (the "Act") (Government Code 81000, et seq.) and its implementing regulations (2 California Code of Regulations 18110, et seq.) Contractor agrees that any of its officers or employees deemed to be "consultants" under the Act by SACOG, as provided for in the Conflict of interest Code for SACOG, shall file economic disclosure statements for the disclosure categories determined by SACOG, to be relevant to the work to be performed under this Agreement and shall comply with the disclosure and disqualification requirements of the Act, as required by law. 30. Prohibition of Expendinq State or Federal Funds for Lobbying: a Contractor certifies, to the best of his or her knowledge or belief, that: (1) No State or Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to in?uence an of?cer or employee of any State or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding of any State or Federal contract, the making of any State or Federal grant, the making of any State or Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State or Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federally appropriated funds have been paid or will be paid to any person for in?uencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard ?Disclosure Form to Report Lobbying,? in accordance with its instructions. b. This certification is a material representation of fact upon which reliance was placed when this Agreement was entered into. Submission of this certi?cation is a prerequisite for making or entering into this Agreement imposed by Section 1352, Title 31, US. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contractor also agrees by signing this Agreement that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly. 31. Disadvantaged Business Enterprise (DBEs) Participation: This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations (CFR) entitled ?Participation by Disadvantaged Business Enterprises in Department of Transportation (DOT) Financial Assistance Programs.? and other small businesses, as defined in Title 49 Part 26, are encouraged to participate in the performance of agreements ?nanced in whole or in part with Federal funds; however, DBE participation is not a condition of award. In any event, Contractor shall complete the DBE Information Form attached to this Agreement as Exhibit C, so that SACOG may compile statistics for Federal reporting purposes. a. Non-Discrimination: Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. Contractor or subcontractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of assisted contracts. Failure by Contractor or subcontractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as SACOG may deem appropriate. Each subcontract signed by Contractor in the performance of this Agreement must include this nondiscrimination clause. b. Prompt Payments to DBE and Subcontractors: (1) Contractor agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 30 days from the receipt of each payment Contractor receives from SACOG. Any delay or postponement of payment from the above- referenced time frame may occur only for good cause following written approval of SACOG. This clause applies to both DBE and non-DBE subcontracts. (2) Contractor agrees to return retainage payments to each subcontractor within 30 days after the subcontractor?s work is satisfactorily completed. Any delay or postponement of payment from the above?referenced time frame may occur only for good cause following written approval of SACOG. Pursuant to 49 CFR Section 26.29, a subcontractor?s work will be deemed satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented as required by SACOG. If SACOG makes an incremental acceptance of a portion of the work hereunder, the work of a subcontractor covered by that acceptance will be deemed satisfactorily completed. This clause applies to both DBE and non?DBE subcontracts. In the event Contractor fails to return retainage as specified above, SACOG shall consider it a breach of this Agreement, which may result in the termination of this Agreement or other such remedy as SACOG deems appropriate including, but not limited to, administrative sanctions or penalties, including the remedies specified in Section 7108.5 of the California Business and Professions Code. (3) The foregoing requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies othenNise available to Contractor or subcontractor in the event of a dispute involving late payment or non?payment to the Contractor or deficient subcontract performance or noncompliance by a subcontractor. Records: Contractor shall maintain records of all subcontracts entered into with certified DBE subcontractors and records of materials purchased from certified DBE suppliers. The records shall show the name and business address of each DBE subcontractor or vendor and the total dollar amount actually paid each DBE subcontractor or vendor. The records shall show the date of payment and the total dollar figure paid to all firms. Upon completion of the contract, a summary of these records shall be prepared and submitted to SACOG. (1 Termination of a DBE: in conformance with 49 CFR Section 26.53: (1) Contractor shall not terminate a listed DBE subcontractor unless Contractor has received prior written authorization from Project Manager. Project Manager will authorize termination only if the Project Manager determines that Contractor has good cause to terminate the DBE subcontractor. As used in this Section, ?good cause? includes those circumstances listed in 49 CFR Section (2) Prior to requesting authorization to terminate and/or substitute a DBE subcontractor, Contractor shall give notice in writing to the DBE subcontractor, with a copy to SACOG, of its intent to request termination and/or substitution, and the reason for the request. The DBE subcontractor shall have five days to respond to the Contractor?s notice and state the reasons, if any, why it objects to the proposed termination of its subcontract and why SACOG should not approve the Contractor?s action. SACOG may, in instances of public necessity, approve a response period shorter than five days. (3) If a DBE subcontractor is terminated or fails to complete its work for any reason, Contractor shall be required to make good faith efforts to replace the original DBE subcontractor with another DBE. DBE Certification and Decertification: If a DBE subcontractor is decertified during the life of the contract, the decertified subcontractor shall notify Contractor in writing with the date of decertification. If a subcontractor becomes a certified DBE during the life of the contract, the subcontractor shall notify Contractor in writing with the date of certification. Contractor shall then provide to the Project Manager of SACOG written documentation indicating the existing certification status. f. Noncompliance by Contractor. Contractor?s failure to comply with any requirement of this Section is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as SACOG may deem appropriate. Any subcontract entered into as a result of this Agreement s..all contain all of the prOViSions of this section. 32. Campaign Contribution Disclosure: Contractor has complied with the campaign contribution disclosure provisions of the California Levine Act (Government Code 84308) and has completed the Levine Act Disclosure Statement attached hereto as Exhibit D. 33. Costs and Attorneys? Fees: If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and reasonable attorneys? fees. 34. Governing Law and Choice of Forum: This Agreement shall be administered and interpreted under California law as if written by both parties. Any litigation arising from this Agreement shall be brought in the Superior Court of Sacramento County. 35. Integration: This Agreement represents the entire understanding of SACOG and Contractor as to those matters contained herein and supersedes all prior negotiations, representations, or agreements, both written and oral. This Agreement may not be modified or altered except in accordance with Section 12. 36. Severability: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law, unless the exclusion of such term or provision, or the application of such term or provision, would result in such a material change so as to cause completion of the obligations contemplated herein to be unreasonable. 37. Headings: The headings of the various sections of this Agreement are intended solely for convenience of reference and are not intended to explain, modify, or place any interpretation upon any of the provisions of this Agreement. 38. Authoriy: Each person signing this Agreement on behalf of a party hereby certi?es, represents, and warrants that he or she has the authority to bind that party to the terms and conditions of this Agreement. 39. Ownership; Permission: a Contractor agrees that all work products including, but not limited to, notes, designs, drawings, reports, memoranda, and all other tangible personal property produced in the performance of this Agreement, shall be the sole property of SACOG, provided that Contractor may retain ?le copies of said work products. Contractor shall provide said work products to SACOG upon request. b. Contractor represents and warrants that: all materials used or work products produced in the performance of this Agreement, including, without limitation, all computer software materials and all written materials, are either owned by or produced by Contractor or that all required permissions and license agreements have been obtained and paid for by Contractor; and (ii) SACOG is free to use, reuse, publish or otherwise deal with all such materials or work products except as othenNise specifically provided in Exhibit A. Contractor shall defend, indemnify and hold harmless SACOG and its directors, of?cers, employees, and agents from any claim, loss, damage, cost, liability, or expense to the extent of any violation or falsity of the foregoing representation and warranty. 40. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. 41. Payee Data Record Form: Contractor shall complete the Payee Data Record form attached to this Agreement as Exhibit E, in lieu of IRS W-9, so that SACOG may submit payment information to its auditor/treasurer (Sacramento County). 42. Rebates, Kickbacks, or Other Unlawful Consideration: Contractor warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any SACOG employee. For breach or violation of this warranty, SACOG shall have the right, in its discretion: to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price, or othenrvise recover the full amount of such rebate, kickback or other unlawful consideration. Equipment Purchase: 9) Prior authorization in writing, by Project Manager shall be required before Contractor enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or Contractor services. Contractor shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Contractor?s Cost Proposal and exceeding $5,000 prior authorization by Project Manager, three competitive quotations must be submitted with the request, or the absence of bidding must be adequatelyjustified. c. Any equipment purchased as a result of this contract is subject to the following: ?Contractor shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least one year and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, SACOG shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, Contractor may either keep the equipment and credit SACOG in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established SACOG procedures, and credit SACOG in an amount equal to the sales price. If Contractor elects to keep the equipment, fair market value shall be determined at Contractor?s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to SACOG and Contractor, and if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. I A Al; I Ak?ll" n-A- . .ll subcontracts an excess $25,000 shall contain me auuve pruvrsro rs. 44. State Prevailing Wage Rates: If the Scope of Work is for a public works project pursuant to California Labor Code Section 1720, et seq, including surveying work, then the following provisions apply: a Contractor shall comply with the State of California?s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to thework. Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. When prevailing wages apply to the services described in the Scope of Work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See 45. Clean Air Act: Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, including sections 174 and 176, subdivisions and (42 U.S.C. 7504, 7506 and and 40 CFR part 93 (?Clean Air requirements?). Contractor agrees to report each Clean Air requirement violation to SACOG and understands and agrees that SACOG will, in turn, report each Clean Air requirement violation as required to assure notification to FTA and the appropriate EPA Regional Office. Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 46. Disputes: Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by agreement shall be submitted in writing to a committee consisting of Contracts Administrator and General Counsel. This Committee may consider the written information or additional verbal information submitted by Contractor at the request of the Committee. A determination shall be made by the Committee within 10 business days. In the event that Contractor disputes the Committee?s determination, Contractor may request review by Executive Director of unresolved claims or disputes, other than audit, not later than 30 days after completion of all work under the Agreement. The Contractor?s request for review must be submitted in writing. Neither the pendency of a dispute, nor its consideration by the Committee, will excuse Contractor from full and timely performance in accordance with this Agreement. 47. 48. Confidentiality of Data: All financial, statistical, personal, technical, or other data and information relative to operations, which are designated confidential by SACOG and made available to Contractor in order to carry out this Agreement, shall be protected by Contractor from unauthorized use and disclosure. Permission to disclose infomation on one occasion, or public hearing held by SACOG relating to the contract, shall not authorize Contractor to further disclose such information, or disseminate the same on any other occasion. Contractor shall not comment publicly to the press or any other media regarding this Agreement or actions on the same, except to staff, Contractor?s own personnel involved in the performance of this contract, or in response to questions from a Legislative committee. Contractor shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this contract without prior review of the contents thereof by SACOG, and receipt of written permission. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Section. All information related to cost estimates is confidential, and shall not be disclosed by Contractor to any entity other than SACOG. Evaluation of Contractor Performance: Contractor?s performance may be evaluated by SACOG. A copy of the evaluation will be sent to Contractor for comments. The evaluation together with the comments shall be retained as part of the contract file. 49. 3. ET Fundinq Requirements: It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the contract were executed after that determination was made. This Agreement is valid and enforceable only, if suf?cient funds are made available to SACOG for the purpose of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or governing Board that may affect the provisions, terms, or funding of this Agreement in any manner. it is mutually agreed that if sufficient funds are not appropriated, this Agreement may be amended to reflect any reduction in funds. SACOG has the option to void the contract under the 30-day termination clause pursuant to Section 8 of this Agreement, or by mutual agreement to amend the contract to re?ect any reduction of funds. (Signature Page to Follow) I>m Om U>4m >wO0?>?m240 OOCZOF _u_umOm wow.5mch9.992 @202 mwoo_m?m ?mt?Lo? .20. EUR mEmEmE rmcmu ma?a?. WW m4, . .. 2.0x wosam: mmgom 4.15 Scope of Work of Big Data Pilot Project for Transportation Planning 1. General Requirements 1.1 Geographic area covered: SACOG planning boundary 1.2 Source of data: device location-based data from smartphone apps), locations or traces of devices from smartphone or in-vehicle navigation system, etc.). 0 Data sample temporal coverage: Twenty-one consecutive months from January 1, 2019 to September 30, 2020 (Quarter 1 to Quarter 4, 2019, and Quarter 1 to Quarter 3, 2020) . Data sample spatial coverage: SWL purchases smartphone and app?based location data for devices that represent activity locations within SACOG region and pass through SACOG region throughout the project. 0 Additional data that Sidewalk Labs will use to boost the project. . Raw device data and additional data acquired by SWL used for training and machine learning to create ?Replica?, a fully representation of underlying raw device movement data, calibrated and controlled to match observed data on travel in SACOG region. 1.3 The data services will be provided through an Internet based platform with a user interface to allow for access to the data, data queries, generation of maps, etc. . Sidewalk Labs will provide the data services through the Replica platform 1.4 Licensed access to data platform: Minimum twelve-month unlimited access to data platform for the three partners to View and download data. . Sidewalk Labs will allow the partners to access the Replica platform from the date of the first deliverable is accepted to the date three more months after the last deliverable is accepted. See Exhibit A2 Project Timeline 1.5 Days of week provided in data: Aggregation by days of week: minimum reporting average weekday, Friday, Saturday, Sunday 0 SWL to provide seven average days from Monday through Sunday for each quarterly update of Replica 1.6 Time granularity of data: Aggregation by time of day: minimum hourly by days for days of week aggregations. For Replica trip diary: SWL to provide the departure and arrival times of a trip as real times. 0 For Replica data summaries and queries: SWL to provide time bins as clock hours for twenty-four hour day. 1.7 Spatial granularity of data: maximum Census Block Group (CBG), or comparable subarea sizes. Granularity of Replica will be parcel at back end, aggregate?able to CBG or any other uploaded geography. 1.8 Date of ?rst deliverable: The full data services shall start no later than six months aftera contract is signed. 0 See Exhibit A2 Project Timeline. 1.9 Data update frequency: The data in the platform should be updated at least quarterly to the designated quarter. 0 Sidewalk Labs will update Replica quarterly as designated in Exhibit A2 Project Timeline. 2. Data Elements 2.1. Demographics of subareas, which shall be consistent with ACS or other reference population. 0 Sidewalk Labs will create a population based on the targets of ACS tabular data or ACS PUMS as close as possible to the period of data coverage. ?include key household and person demographic attributes (income, age, household SlZe, housing type, auto ownership, etc.). SWL Replica will provide full demographic detail in underlying Replica data, and summaries by categories of income, age, household size, housing type, auto ownership, and other variables for Replica data summaries. 2.2. Person/Vehicle trips made by SACOG residents, which shall include 0 Origin and destination: Both origin and destination are inside SACOG. 0 Origin and destination: Origin is inside SACOG and destination is outside SACOG (adjacent counties, Bay Area, and other). 0 Origin and destination: Origin is outside SACOG (adjacent counties, Bay Area, and other) and destination is inside SACOG. The origin and destination of trips within SACOG will be parcel at beck end and can be summarized at the geographic levels designated in IA 3.1 - Route 0 SWL Replica will provide route volumes for data summaries and person trip sheds for user-speci?ed route segments origins destinations for travelers using the user- specified route segment). - Mode of travel (auto, transit, bike, and walk) a SWL Replica will provide these modes plus carpool Purpose (work, school, and other) 2.3 Transit trips made by SACOG residents, including - Origins and destinations - Transit line number 2.4 External-Intemal Trips (Made by Residents) Origin is outside SACOG (adjacent counties, Bay Area, and other) and destination is inside SACOG. 2.5 Extemal-Extemal Trips (Made by Residents) - On freeways and major roads within the SACOG region - Both origin and destination are outside SACOG (through traffic and no need to origins and destinations). 2.6 Freight ?ows - Origin and destination 0 Both Origin and Destination are inside SACOG. Both origin and destination will be represented by SACOG parcels at back end and centroids of Census Blocks at front end. 0 Origin is inside SACOG and destination is outside SACOG (adjacent counties, Bay Area, and other). 0 Origin is outside SACOG (adjacent counties, Bay Area, and other) and destination is inside SACOG. 0 Both origin and destination are outside SACOG and route is within SACOG (through traf?c). 0 Route SWL Replica will provide route volumes for data summaries and freight trip sheds for user- speci?ed route segments origins destinations for freight trips using the user-speci?ed route segment). Speed 2.7 Data summary - Mode share of trips by residents of CBG minimum subarea geography Trips and Vehicle Miles Traveled (VMT) by residents of CBG minimum subarea geography by time period, trip purpose, mode, trip origin and destination) - Vehicle Miles Traveled (VMT) and average speed by roadway section and time period 3. User Interface 3.1 Targeted queries? identify origins and destinations of person/vehicle trips: - By roadway segment - By transit route - By CBG or user-speci?ed subareas: SACOG jurisdictions, Census Tracts, Census Blocks, RAD, and TAZ Query results are shown in maps, charts, or tables. 3.2 Data export Maps can be exported as pdf, jpeg, GIS shape?le, or other common formats. Tables can be exported as .csv or other common formats. 0 Trip diary tables that are used for summary at different geographic levels 0 Summary tables based on trip diary tables 4. Documentation The consultant shall provide SACOG and project partners with documentations that will include but not limited to raw data collection sources and methods, and sample size and potential sources of bias in the sample, raw data de-duplication and cleaning methods, data fusion methods, calibration and validation of traf?c ?ows, and demographics. The consultant shall provide a user manual to the project partners. The documentation will include: 0 Source data used to create personas, impute trip modes, population, etc., including daily sample size, daily variation of sample size, etc. 0 Method to process the source data, such as identifying incomplete records, duplicate records, spurious records, etc. 0 Method to correct sample bias and weight samples 0 Method to create households and population 0 Method to create personas, model choice behavior (such as activity planning, sequencing, location choice, route choice, etc.), impute trip mode and purpose, etc. 0 Method of linking population and personas 0 Method of ground-truth data collection and its application for calibrating and validating Replica 0 Method to estimate route and VMT 0 Method to calibrate and validate Replica I.B Content of Services 1. Spatial granularity of data: custom or uploaded geographies g. Traf?c Analysis Zones or parcel levels); user-drawn or created subareas The geography of activity locations will be SACOG planning parcels at back end and Census Block at front end. 0 The ?lter of geographic areas will include SACOG jurisdictions, Census Tracts, Census Block Groups, RAD, and TAZ. 2. Demographics of sub-area: aggregated at the SACOG Traf?c Analysis Zone (TAZ) level or disaggregated households and persons at the parcel level a Sidewalk Labs will use its proprietary technique to households and persons to represent the households and persons who live within SACOG region. The households and persons will be consistent with ACS data in terms of summary statistics (including number of vehicles) at the Census Block Group (CBG) level, where the consistency is de?ned in Exhibit Al Deliverable Acceptance Criteria. The number of household vehicles will include number of vehicles separated by fuel type (electric versus traditional fossil fuels). 0 Each household will have following household characteristics: income, vehicle ownership, household size 0 Each person will have following person characteristics: age, sex, income, employment status, car ownership, a Sidewalk Labs will assign each household to a parcel which SACOG has been using in land use planning at back end, and Census Block at front end. 0 Each person will have his/her trip diary, which includes trip origin, departure time, travel mode, travel destination purpose, trip arrival time, trip length, trip duration, etc., on each average day. 3. Person/vehicle trips: aggregated at the SACOG Traf?c Analysis Zone (TAZ) level or disaggregated households and persons at the parcel level 4. Trip mode: including shared drive two persons, shared drive three or more persons, new mobility mode (TNC, bike share, etc.) The trip mode will include bike, walk, public transit, private transit, on demand auto (TNC), private auto, and other. Shared private auto and shared bike will be included if ground truth is available during the contract. 5. Trip purpose: including shopping, medical, meal, social, recreational, escort The trip purpose will include home, work, school, shop, eat, school, social, recreation, maintenance, travel, stage, facilitate, and other. 6. Transit trips: aggregated at the SACOG Traf?c Analysis Zone (TAZ) level for all routes or disaggregated person trips at the route level 0 Sidewalk Labs will estimate total transit trips at the geographic levels designed in I.B.2 Sidewalk Labs will estimate trips, boardings, and alightlings for each transit line serving within SACOG. 0 Passenger characteristics I.C Contract Deliverables 1. Project management Project Management will include two key elements as follows: 0 Timing, structure, and increment for meetings and communications 0 Development and adherence to a Work Plan and its associated deliverables 0 Each of these elements is addressed below in more detail. 0 Sidewalk Labs will work with SACOG to determine the purpose and best timing for all in person meetings during the contract. Sidewalk Labs will be responsible for the travel cost of their staff related to the meetings. 0 Sidewalk Labs will set up a weekly conference call with SACOG project manager and conference call or webinar with the three partners to discuss project progress, issues, and solutions. The conference call or webinar shall be recorded and shared with all three partners. 0 Sidewalk Labs shall develop a work plan whichwill include tasks, deliverables, and timeline for each deliverable. 2. Licensed access to the data platform and data download without limitations for at least twelve months. 0 Sidewalk Labs will allow the partners to access the Replica platform from the date of the ?rst deliverable is accepted to the date three more months after the last deliverable is accepted. See Exhibit A2 Project Deliverable Timeline. 0 Sidewalk Labs will set up separate accounts for project partners SACOG (three concurrent login), Caltrans (ten concurrent login), and CARB (three concurrent login). 3. User Training?training on use of data platform for staff at Caltrans, CARB, and SACOG Sidewalk Labs will provide a two-hour training session to users of Caltrans, CARB, and SACOG. Sidewalk Labs will assist users of Caltrans, CARB, and SACOG when needed. 4. Updating the data in the platform at least quarterly.5. Documentations (see 4. Documentation"). I.D Acceptance Criteria Sidewalk Labs will conduct quality assurance on the data services they provide to the project partners. Exhibit A1 sets up the criteria for part of the deliverables. The project partners have the rights to reject Sidewalk Labs deliverables and terminate contract if the criteria are not met. . Budget: The total amount to be paid to Contractor under this Agreement shall not exceed Six Hundred Thousand Dollars unless expressly authorized in writing by the SACOG Executive Director. - Payment: All tasks will be deliverables-based and invoiced and paid in a lump sum after invoicing and approval of each completed deliverable according to Section 6 of the Agreement. EXHIBIT A?l DELIVERABLE ACCEPTANCE CRITERIA Acceptance criteria is a standard part of data service contract that Sidewalk Labs provides to its clients. Through the acceptance criteria, Sidewalk Labs gives its clients the right to reject the deliverables and refuse to reimburse incurred project costs if the delivered data do not meet the criteria set in the acceptance criteria. As a part of the deliverables, Sidewalk Labs will list the metrics in the calibration report. The following criteria are set for the Big Data Pilot Project for Transportation Planning. Given the use of different baseline data for calibration (household survey vs. census), it is possible that baseline metrics may be inconsistent or contradictory. If this possibility arises, Replica will default to the household survey. This may create an instance where one or more acceptance measures will not be able to meet the criteria outlined. This instance will not prevent acceptance from being met, it will however be communicated to SACOG and partners. 1. Population and Community Data Source Vintage Measure Criteria Census ACS 5 year estimates 2013-2017, 2014? 2018 Resident population by county unless with noted correction factor and within ACS margins of error (MOE) Census ACS 5 year estimates 2013?2017, 2014- 2018 Resident population by Census Tract (CT) unless with noted correction factor and within ACS MOE. Census ACS 5 year estimates 2018 2013?2017, 2014- Household income group, population age group, population, employment status, by Census Tract (CT) unless with noted correction factor and within ACS MOE. Census ACS 5 year estimates 2013?2017, 2014- 2018 Household vehicles by Census Tract (CT) of residence unless with noted correction factor and within employment at census tract level ACS MOE. National Center for 2017-2018,2018? Public and private Education Statistics 2019 primary and or SACOG secondary school enrollment inventory enrollment National Center for 2017-2018,2018- Community college, Education Statistics 2019 undergraduate and or SACOG graduate education enrollment inventory institutions enrollment 2016[1] 2020 parcel data 2018, 2019 New housing Used to address inventory at census population growth ract level It is only applied to the calibration of the first deliverable. Data must be made available by SACOG to the Replica team by 06/2019 in order for this metric to be reported. 2. Movements Data Source Vintage Measure Criteria CTPP 2012-2016[1] County?to-county Within CTPP MOE worker ?ows with overall CTPP 2012-2016[1] County?to?county Within CTPP MOE workers flow by with overall means of transportation CTPP 2012-2016[1] County-to?county Within CTPP MOE workers flow by with overall I Household income in the past 12 months (2016$) CTPP 2012-2016[1] County-to?county Within CTPP MOE worker flows by drive with overall alone flows for large flows (>250) CTPP 2012-2016[1] Commute departures Within CTPP MOE per hour by county with overall CTPP 2012?2016[1] Tract-to?tract worker Within CTPP MOE flows with overall CTPP 012-2016[1] ract?to?tract means Within CTPP MOE survey shopping, and other] by trip destination at county level ftransportation with overall CTPP ousehold income Within CTPP MOE the past 12 with overall onths (2016$) CTPP rive alone flows for Within CTPP MOE argte (>2k50) tract-to? with overall rac wor er lows CTPP 2012-2016[1] Commute AM departure departures per hour counts each by census peak hour tract 2018[1] Trip mode share at of the mode household travel county level share survey 84.8%v2% for auto trips) 2018[1] Trip destination of the household travel purpose (home, observed trip work, school, purpose 1. It is only applied to the calibration of the first deliverable. 2. Survey data must be made available by SACOG to the Replica team by 06/2019 in order for this metric to be reported. 3. Traffic Volumes Data Source Vintage Measure Criteria Caltrans/Local Relevant quarter or Quarterly averaged ithin Caltrans? agencies annual daily traffic volumes riteria (See ppendix A and B) Caltrans/Local Relevant quarter or Average daily ithin Caltrans? agencies annual passenger vehicle riteria (See volumes on ppendix A and B) screenlines and bndge Caltrans/local Relevant quarter or Passenger vehicle ourly <25% RMSE agencies annual volumes on major highways during peak, hourly on a typical weekday/weekend Caltrans/local Relevant quarter or Passenger vehicle Hourly <50% RMSE agencies annual volumes on major arterials during peak, hourly on a typical weekday/weekend 4. Traffic Speeds Data Source Vintage Measure Criteria Relevant quarter Freeways and Identify >90% of national highways sections on a typical sections weekday experiencing significant of free flow Speed), recurring congestion in peak hours in Relevant quarter Average <50% RMSE for :i?s?aug (In freeways; <50% RMSE for arterials reliability (80th percentile travel time 50th percentile travel time) Relevant quarter Average <25% RMSE for peak hours (in freeways; <50 RMSE for arterials ACSIM19) speed TMC data must be made available by SACOG to the Replica team by 06/2019 in order for this metric to be reported. 5. Vehicle Miles Travelled (VMT) and Travel Rates Data Source[2] Vintage[1] Measure Criteria California Public Road Data/ HPMS 2018 Total VMT by county urban vs rural SACOG household 2018 Person trips per 5% travel survey capita per household by community type of residence SACOG household 2018 Work person trips 5% travel survey per worker by community type of residence SACOG household 2018 Work trip mode of if mode travel survey commute by share is community type of threshold is if residence mode share is 80%, threshold is SACOG household 2018 Non-Work trip mode (Le. if mode travel survey of commute by share is community type of threshold is if residence mode share is 80%, threshold is SACOG household 2018 Bike trips per capita of survey travel survey by community type of residence SACOG household 2018 Pedestrian trips per of survey travel survey capita by community type of residence 6. Public Transportation Data Source Vintage Measure Criteria Local Transit Operators Relevant quarter Total average daily boardings and acceptable desirable) for alightings at rail stations LRT stations and 20% acceptable Amtrak Local Transit Operators Relevant quarter Total average daily ridership count on all bus lines acceptable desirable) for Regional Transit, and acceptable desirable) for other operators Local Transit Operators Relevant quarter Route-specific average daily ridership Within Caltrans? standards by volume category (See Appendix C) Local Transit Relevant quarter Within Caltrans? 8. Freight Operators recommended thresholds (See Appendix D) 7. Taxis and Transportation Network Companies Data Source Vintage Measure Criteria SACOG household 2018[1] Trips per capita by travel survey county of residence SACOG household 2018[1] Total passenger travel survey VMT by county of residence Data Source Vintage Measure Criteria Caltrans Truck 2018 Estimates or of volume Volumes volumes w/in 1 year of vintage Appendix A: Traffic Volume by Volume Group aily Count Criteria 0% 10,000 0,000 ,000 ,000 ,000 ,000 0,000 ,000 100,000 Appendix B: Recommended Static Validation Thresholds Validation Metric Conventional Travel Model Replica Acceptance Thresholds Criteria Percent of links with 75% 85% volume~to?count ratios within Caltrans deviation allowance Correlation Coef?cient 0.95 Percent Root Mean <40% 25% Squared Error (RMSE) EXHIBIT A-2 beta 2 Qua?fer .1 Quarter Access to Dr. he atfc'm glen 251.9 . i Navl?is w?th CARS ;Cent'act Win CARS fu excuted Award of contract to S. oewa Labs with S'dewa?k Labs 3 EHBECE ?te kickae?.? of unmiibrated data for Quarter 1 . for {leader 1 for malaria 2 for Quarter 5 for 4 for Quarter 5 for Quarter 6 for Quarter 7 EXHIBIT The Contractor certifies that, neither the Contractor firm nor any owner, partner, director, officer, or principal of the Contractor, nor any person in a position with management responsibility or responsibility for the administration of Federal funds: Is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department/agency; Has within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (Federal, State, or local); violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (C) Is presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph above; or Has within a three?year period preceding this certification had one or more public transactions or contracts (Federal, State, or local) terminated for cause or default. The Contractor further certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department/agency. Dated this 30 day of May, 2019 n.7? 1 5, {it r. ul?w {a By Authorized Signature for Contractor Nick Bowden, CEO Replica Printed Name and Title Replica, Inc Contractor Firm Name and Type of Entity (Corp., Partnership, Sole Proprietor) 575 Market Street Address San Francisco, CA 94105 City/State/Zip Code 402.802.8374 Area Code/Telephone Number and E-Mail Address EXHIBIT Background The term ?Disadvantaged Business Enterprise? or means a for-profit small business concern as defined in Title 49, Part 26.5, Code of Federal Regulations (CFR). It is the policy of the Sacramento Area Council of Governments (SACOG), the California Department of Transportation (?Caltrans?), and the US. Department of Transportation that have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal transportation funds. A certified DBE may participate in the performance of SACOG contracts as a contractor, subcontractor, joint venture partner, or as a vendor of material or supplies. Requirements and Purpose of Form The awardee shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Even if no DBE participation will be reported, the awardee shall check the ?No DBE Participation? option below (Option and sign and return this form. Resources The California Unified Certification Program (CUCP) may be used for DBE certification and to identify firms eligible to participate as The CUCP database may be accessed on-line at if you believe a firm is certified but cannot locate it in the CUCP database, you may contact the Caltrans Office of Certification toll free number 1-866- 810-6346 for assistance. If you do not have internet access, you may order a written directory of certified DBE firms from the Caltrans Division of Procurement and Contracts/Publication Unit, 1900 Royal Oaks Drive, Sacramento, CA 95815, Telephone: (916) 445-3520. (Awardee must check at least one of the options below, provide required information regarding certi?ed and sign this Information Sheet on page 3) IOption 1 - No Certified DBE participation proposed for this contract [Option 2 - It is proposed that the following be used on this contract (Please attach an additional sheet if necessary) Name of Certified DBE: DBE Certification No.1 DBE Address: City, State, ZIP: Telephone: Email Address: Annual Gross Receipts (check one): EILCSS Than $500,000 million El$1 million-$2 million El$2 million?$5 million $5 million Age of Firm: Race/ Ethnicity: [Asian Paci?c DAsian Subcontinent DBlack DCaucasian DHispanic [Native American DOther Capacity of DBE contractor, subcontractor, vendor): Amount DBE Participation: Description of Services or Materials to be provided by DBE: Name of Certified DBE: DBE Certification No.: DBE Address: City, State, ZIP: Telephone: Email Address: Annual Gr?ss Receipts (check one): DLess than $500,000 million D$l million-$2 million Ei$2 million-$5 million $5 million Age of Firm: Race/ Ethnicity: DAsian Paci?c DAsian Subcontinent DBlack DCaucasian . - in?n?-CA D1 napalm? EINative American DOther Capacity of DBE contractor, subcontractor, vendor): Amount DBE Participation: Description of Services or Materials to be provided by DBE: Submitted by: Iii" a at,? at; - 955212912 Signature Date Print Name and Title Replica. Inc. Name of Contractor, if different than signatory EXHIBIT California Government Code 84308, commonly referred to as the ?Levine Act,? precludes an Officer of a local government agency from participating in the award of a contract if he or she receives any political contributions totaling more than $250 in the 12 months preceding the pendency of the contract award, and for three months following the final decision, from the person or company awarded the contract. This prohibition applies to contributions to the Officer, or received by the Of?cer on behalf of any other Officer, or on behalf of any candidate for office or on behalf of any committee. The Levine Act also requires disclosure of such contributions by a party to be awarded a specified contract. Please refer to the attachment for the complete statutory language. Current members of the SACOG Board of Directors are: John Allard Mike Leahy Aleksandar Tica Christopher Cabaldon Rich Lozano Brian Veerkamp Kim Douglass Pierre Neu Rick West Dan Flores Tim Onderko Lucas Frerichs Susan Peters Sue Frost Ricky Samayoa Jill Gayaldo David Sander Bonnie Gore Michael Saragosa Shon Harris Don Saylor Robert Jankovitz Jay Schenirer Rick Jennings ll Jeff Slowey Paul Joiner Matt Spokely Patrick Kennedy Tom Stallard Mike Kozlowski Darren Suen 1. Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any SACOG Director(s) in the 12 months preceding the date of the issuance of this request for proposal or request for qualifications? DYES INO if yes, please identify the Director(s): 2. Do you or your company, or any agency on behalf of you or your company, anticipate or plan to make any political contributions of more than $250 to any SACOG Director(s) in the three months following the award of the contract? EYES INO If yes, please identify the Director(s): Answering yes to either of the two questions above does not preclude SACOG from awarding a contract to your firm. It does, however, preclude the identified Director(s) from participating in the contract award process for this contract. 05/30/2019 Maia g?iqv?? DATE (SIGNATURE OF AUTHORIZED OFFICIAL) Nick Bowden, CEO (TYPE OR WRITE APPROPRIATE NAME, TITLE) Replica, Inc (TYPE 0R WRITE NAME OF COMPANY) (0) California Government Code Section 84308 The definitions set forth in this subdivision shall govern the interpretation of this section. (1) "Party" means any person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. (2) "Participant? means any person who is not a party but who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use and who has a financial interest in the decision, as described in Article 1 (commencing with Section 87100) of Chapter 7. A person actively supports or opposes a particular decision in a proceeding if he or she lobbies in person the officers or employees of the agency, testi?es in person before the agency, or othen/vise acts to influence officers of the agency. (3) "Agency" means an agency as de?ned in Section 82003 except that it does not include the courts or any agency in the judicial branch of government, local governmental agencies whose members are directly elected by the voters, the Legislature, the Board of Equalization, or constitutional of?cers. However, this section applies to any person who is a member of an exempted agency but is acting as a voting member of another agency. (4) "Officer" means any elected or appointed officer of an agency, any alternate to an elected or appointed of?cer of an agency, and any candidate for elective office in an agency. (5) "License, permit, or other entitlement for use" means all business, professional, trade and land use licenses and permits and all other entitlements for use, including all entitlements for land use, all contracts (other than competitively bid, labor, or personal employment contracts), and allfranchises. (6) "Contribution? includes contributions to candidates and committees in Federal, State, or local elections. No officer of an agency shall accept, solicit, or direct a contribution of more than two hundred fifty dollars ($250) from any party, or his or her agent, or from any participant, or his or her agent, while a proceeding involving a license, permit, or other entitlement for use is pending before the agency and for three months following the date a final decision is rendered in the proceeding if the of?cer knows or has reason to know that the participant has a financial interest, as that term is used in Article 1 (commencing with Section 87100) of Chapter 7. This prohibition shall apply regardless of whether the of?cer accepts, solicits, or directs the contribution for himself or herself, or on behalf of any other officer, or on behalf of any candidate for of?ce or on behalf of any committee. Prior to rendering any decision in a proceeding involving a license, permit or other entitlement for use pending before an agency, each of?cer of the agency who received a contribution within the preceding 12 months in an amount of more than two hundred fifty dollars ($250) from a party or from any participant shall disclose that fact on the record of the proceeding. No officer of an agency shall make, participate in making, or in any way attempt to use his or her of?cial position to in?uence the decision in a proceeding involving a license, permit, or other entitlement for use pending before the agency if the officer has willfully or knowingly received a contribution in an amount of more than two hundred fifty dollars ($250) within the preceding 12 months from a party or his or her agent, or from any participant, or his or her agent if the of?cer knows or -Ll has reason to know that the participaru nas a financial interest in the decision, as that (9) term is described with respect to public of?cials in Article 1 (commencing with Section 87100) of Chapter 7. If an officer receives a contribution which would otherwise require disqualification under this section, returns the contribution within 30 days from the time he or she knows, or should have known, about the contribution and the proceeding involving a license, permit, or other entitlement for use, he or she shall be permitted to participate in the proceeding. A party to a proceeding before an agency involving a license, permit, or other entitlement for use shall disclose on the record of the proceeding any contribution in an amount of more than two hundred fifty dollars ($250) made within the preceding 12 months by the party, or his or her agent, to any officer of the agency. No party, or his or her agent, to a proceeding involving a license, permit, or other entitlement for use pending before any agency and no participant, or his or her agent, in the proceeding shall make a contribution of more than two hundred fifty dollars ($250) to any officer of that agency during the proceeding and for three months following the date a final decision is rendered by the agency in the proceeding. When a closed corporation is a party to, or a participant in, a proceeding involving a license, permit, or other entitlement for use pending before an agency, the majority shareholder is subject to the disclosure and prohibition requirements specified in subdivisions and this subdivision. Nothing in this section shall be construed to imply that any contribution subject to being reported under this title shall not be so reported. For more information, contact the Fair Political Practices Commission, 1102 Street, Suite 3000, Sacramento, CA 95811, (916) 322-5660. EXHIBIT (PAYEE DATA RECORD) Please ?ll out in the Attachment above. lBy checking this box, have attached this Exhibit to the Agreement EXHIBIT (VENDOR ACHIDIRECT DEPOSIT AUTHORIZATION FORM) Please fill out in the Attachment above. checking this box, I have attached this Exhibit and a voided check/bank letter to this Agreement EXHIBIT 10-H (COST PROPOSAL) Please ?ll out in the Attachment above. checking this box, have attached this Exhibit to the Agreement EXHIBIT 10-K (CONSULTANT ANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM) Please ?ll out in the Attachment above. Please complete the Form that bests fits your cost proposal method. lBy checking this box, I have attached this Exhibit to the Agreement EXHIBIT 10-02 (CONSULTANT CONTRACT DBE COMMITMENT) Please fill out in the Attachment above. checking this box, I have attached this Exhibit to the Agreement EXHIBIT 33?? 7? ?3 3:53 333?} 72:33.32 1 i? ..2 rm'mnzc :3 {"23 2?sg?cc?m?. 22:32": $231322} 2262133" 2.21? 2?2 .222: 2 .2 :23 2223212 92232029: 2:2 9:222:33 =22: 3c "3223:: "arts .2 2:23.52. 2:222:22, 52533.2". 3232:1233 5333?s? 323333.? 231333 21525.3 {1:32:44 1212212222me am $22,122.23; any: 2:222: "r2223.? "2:22.22. 4'1: 172-22221"; 329%"? ?Mi. IK3 ?3?532? 22:; 15:32:. 32'2""332'3 32.2%" 2222;323:242 .222?: :52 22?3, 2.2mm". mgm? in!? 2:22.22. .2232 2,222,232? 224%. .2: 2:25.232: 322.323. 22222;? mee?mi 721221.262 22' a at?! 2222.2 2,252?. in?; 3' 22 2225257297.}, 22* ?122. n'?is'iqa'i zs' {-12 in; 372?? ?2?er Raf? 2?12!? ?2922?" 5326? 2?2" 2% 5:21:35 tuna?. 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EXHIBIT I - SACOG REQUIRED SUPPORTING DOCUMENTATION FOR INVOICES immiwn Requyud mam ?nnw?nmkim 3v! - mam; mm mama; muwgm 1a: I aweia?km 9m 141313.13 :39? 7E ti!? 557%?? 15:: . 3: fr 1" su?wnhr 3 3:33.: new; 1? ,tri?n- car em?: ?29,23: y: '4 VS rig, r. 497935%; tr}; 13% 7-1 m; at?; 1?13? 54m: 3? 6'35 13??le (- . 4 ii 3 r3? Vii-2;, '1 2% ?312{mks ?rp'rm-d i 3! - 153? 3w?w. 2 Km .?mf ?5 .5 mm w; 4-: f?s?u-wL-xg 33.??st Wm r1 7.423;. a: .5 a; 5 . ates - :35; 5 Mr? may 3" 2335?," :rht?rzi; c; luv. ma?a?, ,x *Zlf'?i n? .3 7331:29am; y?LkL-zms Mui'?'?it? 21:; we Jame-i 7335.: 1:33:53 $13.1..?as at.? may; ?4mm yam-Em: ednzm amt- ?mm. rifting]. V19 ?31? w?r? 3 Maxim s, Ln??,Mahdg r? 3 ?am?u 7w?9'r'cn1h1' WP Mm 1'1, 2" 1w- Earn mr arm-w pm . ?aw c? 32%? garny? army? . Warmrw mm :wgs . ,qn var?eeting}: ae?ems Em?ws it men-ma!- m; agate; ?nk-um}, a tube?: :3 ?7,432: meat; Jaw/w Hz?: 8:51.192 55" c1 433'?? ?w :3 myaaim {cf-1a'mw, i as?: 5W5 -es:ey,3& 7 ww?g??i?f [3 Why 3.13%: my? Replica, Inc. Nicholas Bowden CEO tax-311?s; *gx??ri. 3' w' i Sacramento Area Council of Governments Osman Mufti . -. Sacramento Area Countil of Governments Shengyi Gao Associate Analyst 6rit; gig-?3 4? r- I.. LL: I County of Sacramento PAYEE DATA RECORD (Required in lieu of IRS W-9 when doing business with the County of Sacramento) PAYEE DATA RECORD INSTRUCTIONS: Complete all information requested on this form. Sign, date, and return to the Department requesting this information. Prompt return of this fully completed form will prevent delays when processing payments Information provided in this form will be used by the Department of Finance to prepare Information Returns (Form 1099), determine California non-resident withholding and fulfill reporting obligations under the California Independent Contractor Reporting Law. Payment will be subject to a combined federal and state income tax backup withholding of 35%, without a valid See next page for more information and Privacy Statement. Check the boxes that apply to Sacramento County?s payments Goods I Servrces Medical Servrces 3.3 Legal Servrces it: Rents/Lease int Other NAME (as shown on your income tax return) Replica, Inc TRADE NAME OR DBA (if different from line 1) ,9 MAILING ADDRESS (Number and Street or PO. Box Number) :1 575 Market Street 5 cc (City, State and Zip Code) 2 San Francisco, CA 94105 2 PAYMENT ADDRESS (Number and Street or PO. Box Number, City, State and Zip Code) CONTACT INFORMATION (Name, Phone Number and Email Address) Nick Bowden, 402.802.8374, nick@replicahq.com FEDERAL TAX CLASSIFICATIONS 8r EXEMPTIONS Check appropriate federal tax classi?cation INDIVIDUAL 0R SOLE PROPRIETOR (SSN) PARTNERSHIP IFEINI E3 ESTATE OR TRUST (FEINI SSN is mandatory of all Individuals/Sole Proprietors by authority of CA. Revenue and Taxation Code Section 18645 and CA Independent Contractor Reporting Section 1088.8 CORPORATION (FEIN): (MARK ONLY ONE TYPE): (FEIN) i1?? 3 CORPORATION (FEIN) LIMITED LIABILITY COMPANIES (LLCI: LIMITED LIABILITY COMPANY. ENTER THE TAX CLASSIFICATION (C=Corp0rtion Corporation P=Partnership) a GOVERNMENT - Federal, State, and Local (Including School Districts) i3 EXEMPT (nonpro?t) payee code if any Exenptim from FATCA reporting (see ir?struiicns on next page) Enter your TIN in the appropriate box. If you are an individual or sole proprietor you must enter your SSN. 33 Single member LLCs (disregarded entities must enter the TIN of the owner identi?ed on the Name line. in i SOCIAL SECURITY NUMBER EMPLOYER IDENTIFICATION NUMBER 2 I l_I I I I $55 California Resident - Quali?ed with Secretary of State to do business in California or maintains a permanent place of business in Catifomia. (See Nonresident Withholding on next page) U) 3 M. I- ig? California Nonresident - Subtectto State income tax withholdinQ. (see Nonresident Withholding on next page) 2 California Nonresident Exemption - To qualify for exerrption, check one Of the following: :3 NO services provided in California. 5 a A conpleted Franchise Tax Board Form 590. (rmst be attached) an 3:4 A aiver of State itthIdinq from Franchise Tax Board. (must be attached) CALIFORNIA SALES TAX PERMIT NUMBER (required only for California nonresident vendors that charge California sales tax) Under penalty of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identi?cation number, and 2. I am not subject to backup withholding because: I am exempt from backup withholding, or I have not been noti?ed by the Internal 3 Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest of dividends, or the IRS has 2 noti?ed me that I am no longer subject to backup withholdingUnited States person (including a United States resident alien), and a 4. The FATCA codes(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. 0 5. If facts change upon which this form are based, I will notify the County of Sacramento. 2 AUTHORIZED PAYEE REPRESENTATIVES NAME TITL (Type or Print) ADDRESS Nick Bowden, CEO nick@replicahq.com SIGNATURE OF US. PERSON DATE TELEPHONE NUMBER 05/30/19 4028028374 (REV Apr 2017) 700 Street, Room 3650 0 Sacramento, CA 95 814 6 Phone (916) 874?7411 6 Fax (916) 874?6182 0 email: W9@saccounty.net County of Sacramento County of Sacramento Payee Data Record (REV Apr 2017) PURPOSE OF FORM A person who is required to ?le an information return with the IRS must obtain your correct taxpayer identi?cation number (TIN) to report, for example, income paid to you, payments made to you for real estate transaction. ARE YOU A RESIDENT OR A Each corporation, individual/sole proprietor, partnership, estate or trust doing business with the County of Sacramento must indicate their residency status along with their taxpayer identi?cation number. A nonresident payee can use Franchise Tax Board Form 587 to allocate California source payments and determine if withholding is required. This form must be certi?ed and is valid for the duration of the contract provided there is no material change in the facts. By signing Form 587, the payee agrees to notify the withholding agent of any changes in facts. If appropriate, attach a completed Franchise Tax Board Form 587 to this form. A corporation will be considered a "resident? if it has a permanent place of business in California. The corporation has a permanent place of business in California if it is organized and existing under the laws of this state or, if a foreign corporation has quali?ed to transact intrastate business. A corporation that has not qualified to transact intrastate business a corporation engaged exclusively in interstate commerce) will be considered as having a permanent place of business in this state only if it maintains a permanent of?ce in this state that is permanently staffed by its employees. For individual/sole proprietorship, the term ?resident" includes every individual who is in California for other than a temporary ortransitory purpose an any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose which will extend over a long or inde?nite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident. For withholding purposes, a partnership is considered a resident partnership if it has a permanent place of business in California. An estate is considered a California estate, if the decedent was a California resident at the time of death and a trust is considered a California trust if at least one trustee is a California resident. More information on residency status can be obtained by calling the Franchise Tax Board at the numbers listed below: From within the Unites States, call 1-800?852-5711 From outside the United States, For hearing impaired with TDD, ..1-800-822-6268 EXEMPTIONS If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemption box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3 of IRS Form W-9 (Rev. 8-2013) for the codes. ARE YOU SUBJECT TO NONRESIDENT Payments made to nonresident payees, including corporations, individuals, partnerships, estates, and trusts, are subject to withholding. Nonresident payees performing services in California or receiving rent, lease or royalty payments from property (real or personal) located in California will have 7% of their total payments withheld for state income taxes. However, no withholding is required if total payments to the payee are $1500 or less for the calendar year. A nonresident payee may request that income taxes be withheld at a lower rate or waived by sending a completed form FRB 588 to the address below. A waiver will generally be granted when a payee has a history of ?ling California returns and making timely estimated payments. If the payee activity is carried on outside of California or partially outside of California, a waiver or reduced withholding rate may be granted. For more information, contact: State of California Franchise Tax Board Nonresident Withholding Section Attention: State Agency Withholding Coordinator PO. Box 651 Sacramento, CA 95812-0651 Telephone: (916) 845-4900 FAX: (916) 845?4831 WEB SITE: If a reduced rate of withholding or waiver has been authorized by the Franchise Tax board, attach a copy to this form. CONTRACT INFORMATION The County offers electronic payments through ePayables. The bene?ts to your company include: saving time and money-reduces labor, hassle, expenses and risk associated with checks; enhancing cash flow?expedites the receipt of payments by eliminating mail and paper check ?oat; requires no change to invoice procedures; and electronic payments are more secure and conserves the environment by eliminating printing and mailing paper checks. When you enroll in this payment option, we need a contact name, phone number and email address. It is best to provide a group email address, in case there is a change in your staff. This payment process allows electronic remittance advice to be sent to your group email address detailing invoices that are approved for payment along with dollar amount. If you are interested in participating in this program, please email to ePayablengsaccountynet and include: company name, contact person, email address and phone number. PRIVACY STATEMENT Section 7(b) of the Privacy Act of 1974 (Public Law 93?5791) requires that any federal, state, or local governmental agency which requests an individual to disclose his social security account number shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. The County of Sacramento requires that all parties entering into business transactions that may lead to payment(s) from the County must provide their valid Taxpayer Identification Number (TIN) as required by the State Revenue and Taxation Code, Section 18646 to facilitate tax compliance enforcement activities and to facilitate the preparation of Form 1099 and other information returns as required by the Internal Revenue Code, Section 6109(a). The TIN for an individual and a sole proprietorship is the Social Security Number (SSN). The Internal Revenue Service (IRS) considers a TIN as incorrect if either the name or the number shown on an account does not match a name and number combination in their ?les or the files of the Social Security Administration (SSA). Section 3406 of the Internal Revenue Code requires that we withhoid 28% in tax, called backup withholding, if the correct Payee name/TIN combination is not provided. It is mandatory to furnish the information required. Federal law requires that payments for which the requested information is not provided be subject to a 28% withholding and state law imposes noncompliance penalties of up to $20,000. 700 Street, Room 3650 9 Sacramento, CA 95814 9 Phone (916) 874?7411 6 Fax (916) 874-6182 6 email: W9@saccounty.net Cm: at}; e? 535333131 ento V5533: .A??i?zreat 83 355E: Aatherizatinn Farm 3135355 C??5?fk ?215: 3555?: In?: 85:95": a 513-325th 35,3551 Vendor lnfomn?on Replica, Inc. 275mm ?q?zme: 575 Market Street 335623333523- Seize 3 San Francisco CA 94105 my 525:2 39 3532 Nick Bowden TM CEO And-.1555: 535573.32 5&3 were: 4028028374 5; 5553553 :33 Mummer- Rhwi'mnce E-?i?ai .?zicaas Banking lnfonnatim Silicon Valley Bank 3533055 32' i ?ame: 505 Howard 3356% $552533 S's-sire San Francisco, CA 94015 33325 39? 3:225 83%: 13351555: Dave Lemon 53111: 8612321 5373335: 4026799680 533m 312 P5535: F3 ha ?ber 121140399 #55; ?325: A33: 3451111365 3302701025 ?553.45: ?153536: wacki?g Ea; ?gs {Fifeasa check only one} I can?? the En?om? 3:3? 25.5555?: It?s farm?. 25 ?33531, 2'25 $2 33565;; ?ag-?if? 3f Sacra-frame to elearzriw?y :15; 35st ga?y'nenm 53 :15 taria'. 3:5: .th 365,79:- aria??: 3:33:45 3321 i3 $565533. :5 .5de3?: or reverse 3 cepas?t any 53:63! r5356 :3 ?ii-ES it is mg; taggersit 15-13 16132-634335 14 ?ati?y ?35.33; of 3333:5533 35 Eva 256's 3 3 ciswesan 5539555": fire snag-3'2: 5631353155? ?to 356 533.61: Kwart 353136- 353 :56 are-3316135 it 55565} 333?. understand that Ems: mi? 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T111 5131111151-21? 31:32:19219 1111312111125 11:11:11 111911111311 12111191 1.11:1 1111111115 12111192111131. 11%: 19 1:11: 191111111 '12 1291111112 3:91;: 3211111111 11111: 11331 2221* 1111 111212 1111111221 91111112. Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certi?cation of Indirect Costs and Financial Management System EXHIBIT 1 0-K CONSULTANT ANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required.) Consultant?s Full Legal Name: Replica, Inc Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Wm Combined Rate A OR Home Of?ce Rate and Field Of?ce Rate (if applicable) Facilities Capital Cost of Money (if applicable) Fiscal period *2019 Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant?s one-year applicable accounting period for which ?nancial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s) for the ?scal period as speci?ed above and have determined to the best Of my knowledge and belief that: 0 All costs included in the cost proposal tO establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); 0 The cost proposal does not include any costs which are expressly unallowable under the cost principles Of 48 CFR Part 31; 0 The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally- funded Consultant Contracts. 0 All known material transactions or events that have occurred subsequent to year?end affecting the consultant?s ownership, organization, and indirect cost rates have been disclosed as of the date of this certi?cation. I am providing the required and applicable documents as instructed on Exhibit Financial Management System: Our labor charging, job costing, and accounting systems meet the standards for ?nancial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code Section i12(b)(2); 48 CFR Part 23 CFR, Chapter 1, Part and all applicable state and federal rules and regulations. Our ?nancial management system has the following attributes: 0 Account numbers identifying allowable direct, indirect, and unallowable cost accounts; 0 Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost Page 1 of2 March 2018 Local Assistance Procedures Manual Exhibit IO-K Consultant Annual Certi?cation of Indirect Costs and Financial Management System accounts; Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; Internal controls to maintain integrity of ?nancial management system; Ability to account and record costs consistently and to ensure costs billed are in compliance with Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following: 0 Sanctions and Penalties 23 CF Part 3. 72.3 0 False Claims Act - Title 3 3. U.S.C. Sections 3729?3733 0 Statements or entries generally - Title 18 USC. Section 1001 0 Major Fraud Act Tide 18 U.S.C. Section 1031 0 Total participation amount $0 on all State and FAHP contracts for Architectural Engineering services that the consultant received in the last three ?scal periods. 0 The number of states in which the consultant does business isG 0 Years of consultant?s experience with 48 CFR Part 31 isO . 0 Audit history of the consultant?s current and prior years (if applicable) El Cognizant ICR Audit El Local Gov?t ICR Audit El Caltrans ICR Audit El CPA ICR Audit El Federal Gov?t ICR Audit 1, the undersigned, certify all of the above to the best of my knowledge and belief and that Ihave reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 1 12(bll2l. 48 CFR Part 3 . 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that Iunderstand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Signature: Nd? Date of Certi?cation 05/03/19 Email**: Phone Number**; 4028028374 **An individual executive or ?nancial of?cer of the consultant?s or subconsultant?s organization at a level no lower than a Vice President, a Chief Financial Of?cer, or equivalent, who has authority to represent the ?nancial information used to establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 1 0-K forms. Caltrans will not process local agency ?s invoices until a complete Exhibit 1 0-K form is accepted and approved by Caltrans Audits and Investigations. Distribution: 1) Original Local Agency Project File 2) Copy Consultant 3) Copy Caltrans Audits and Investigations Page 2 of 2 March 2018 Local Assistance Procedures Manual Exhibit 10?02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: SACOG 3. Project Description: Big Data 4. Project Location: Sacramento 2. Contract DBE Goal: 0 5. Consultant's Name: Replica, Inc- 6. Prime Certi?ed DBE: 7. Total Contract Award Amount: 8. Total Dollar Amount for ALL Subconsultants: 0 9. Total Number of ALL Subconsultants: 0 . . . . 11.DBE 13. DBE 10' Description Of Work,.SeNice, or Materials Certi?cation 12. DBE Contact Information Dollar Supplied Number Amount Local Agency to Complete this Section $0 20. Local Agency Contract 1819157 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal?Aid Project Number; 0 . 22. Contract Execution W. 06/04/2019 Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE ?rms being claimed for credit, this form is complete and accurate. regardless of tier. Written con?rmation of each listed DBE is required. 06/04/2019 05/30/19 23. Local Age?ncy Representative's Signature 24, Date 15. Preparer's Signature 16. Date Stacy Le 916-319?5194 Nick Bowden 4028028374 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone Procurement Officer CEO 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original Local Agency 2. Copy Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de?obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 Street= MS-89, Sacramento; CA 95814. Page 1 of2 July 23, 2015