Master Request for Qualifications. Bay Area Stormwater Management Agencies Association (BASMAA) August 2015

Transcription

1 Master Request for Qualifications Bay Area Stormwater Management Agencies Association (BASMAA) August 2015 Release: August 24, 2015 Submittal: 5 PM PDT; September 18, 2015 Filing Period: Open

2 BASMAA Master Request for Qualifications Table of Contents Introduction... 1 Reserved Rights... 1 Background... 2 Filing Period... 3 Requested Qualifications... 3 SOQ Submittal Format... 3 Evaluation and Selection Process... 4 Appendices A Categories of Scope of Services B BASMAA Standard Agreement for Professional Consultant Services

3 BASMAA Master Request for Qualifications Introduction The Bay Area Stormwater Management Agencies Association (BASMAA) is issuing this master Request for Qualifications (RFQ) to identify and qualify consultants in a range of areas of expertise to conduct work under contract to BASMAA. Interested consultants are invited to provide Statement of Qualifications (SOQ) in response to this RFQ. The SOQs will be reviewed and evaluated against criteria by a group determined by the BASMAA Board of Directors. Consultants so identified will be put on BASMAA s pre- qualified consultants list. Only consultants on the pre- qualified list shall be eligible for selection when BASMAA uses its Sole Source, RFQ, Request for Proposal (RFP), and/or Interview processes to select consultants for specific projects or tasks. If however, the Board of Directors determines this master RFQ and the pre- qualified list is insufficient for a specific project or task, the Board of Directors may choose to use a project- or task- specific RFQ process or another process (e.g., RFP) to identify a consultant. SOQs shall be submitted by firms that have a capable and demonstrable background in the type of work described in one or more of the categories of the Scope of Services (Appendix A). Additionally, interested firms shall have sufficient, readily available resources in the form of trained personnel, support services, specialized consultants, and financial resources to carry out work without delay or shortcomings. This RFQ is open to individual firms / consultants and is not open to teams of firms / consultants. Consultants will be expected to sign BASMAA s Standard Agreement for Professional Consultant Services (Appendix B). Any exceptions to BASMAA s Standard Agreement for Professional Consultant Services should be noted in consultants transmittal letters for their Statements of Qualifications. SOQs shall be submitted in electronic format (PDF) only to info@basmaa.org. All questions regarding this RFQ shall be directed to BASMAA s Executive Director at info@basmaa.org. Reserved Rights BASMAA reserves the right to reject any and all SOQs. BASMAA reserves the right to determine an SOQ is non- responsive to this RFQ and stop the evaluation of such an SOQ. Identification and placement on BASMAA s pre- qualified consultants list is not a guarantee of work. BASMAA reserves the right to list more or fewer consultants in each category as BASMAA, in its sole discretion, determines. BASMAA reserves the right to decline to enter into a contract with a consultant for any reason BASMAA, in its sole discretion, determines. 1

4 BASMAA Master Request for Qualifications Background BASMAA is a 501(c)(3) non- profit organization comprised of the municipal stormwater programs in the San Francisco Bay Area representing 96 agencies, including 84 cities, 7 counties, and several special districts. BASMAA coordinates and facilitates regional activities of the municipal stormwater programs and is focused on regional challenges and opportunities to improving the quality of stormwater that flows to our local creeks, San Francisco Bay and Delta, and the Ocean. With a couple of exceptions, the 96 individual agencies (cities, counties, and special districts) are members of areawide stormwater programs typically organized on a countywide basis. The stormwater discharges from BASMAA s member agencies are covered by one of two National Pollutant Discharge Elimination System (NPDES) stormwater permits the Phase I Municipal Regional Permit (MRP) issued by the San Francisco Bay Regional Water Board or the Phase II Small Municipal Separate Storm Sewer System (MS4) General Permit issued by the State Water Board. BASMAA has nine member programs and the permit coverage for their areas is as follows: BASMAA s nine member programs NPDES Permit Alameda Countywide Clean Water Program MRP Contra Costa Clean Water Program MRP Fairfield- Suisun Urban Runoff Management Program MRP Marin County Stormwater Pollution Prevention Program Small MS4 Permit Napa Countywide Stormwater Pollution Prevention Program Small MS4 Permit San Mateo Countywide Water Pollution Prevention Program MRP Santa Clara Valley Urban Runoff Pollution Prevention Program MRP Sonoma County Water Agency Small MS4 Permit Vallejo Sanitation and Flood Control District MRP BASMAA is organized as follows: Board of Directors (9 Directors one representing each member program) Committees o Administrative! Audit! Finance o Technical! Development! Monitoring and Pollutants of Concern (POCs)! Municipal Operations! Phase II! Public Information/Participation! Trash 2

5 BASMAA Master Request for Qualifications The Board of Directors and Committees oversee BASMAA tasks and projects. This RFQ is focused on identifying qualified consultants to assist BASMAA s Board of Directors and its Technical Committees. Filing Period BASMAA is seeking Statement of Qualifications on an ongoing basis. The period for submitting SOQs to BASMAA is open from the release date forward. However, BASMAA expects to create the first pre- qualified list of consultants based on SOQs submitted by 5 PM PDT, Friday, September 18, Any SOQs submitted by 5 PM PDT, September 18, 2015 would be reviewed and evaluated to create the first BASMAA pre- qualified list of consultants. After that, the filing period will remain open and consultants may submit SOQs at any time. On a periodic basis, BASMAA will review and evaluate the SOQs submitted since the last review and evaluation, and add consultants as qualified to the BASMAA pre- qualified list of consultants. Requested Qualifications BASMAA is seeking to identify and qualify consultants in a range of areas of expertise to conduct work under contract to BASMAA. The specific areas of expertise are listed and described in the Categories of Scope of Services (Appendix A). The areas of expertise cover a range of issues addressed by municipal stormwater programs and either the MRP, Small MS4 Permit, or both. In the future, BASMAA may issue additional SOQs for other categories of scope of services. SOQ Submittal Format Statement of Qualifications shall be no longer than ten (10) 8.5 x 11 pages, excluding the transmittal letter and brief resumes. SOQs should be organized as follows: Transmittal letter Provide a maximum 2- page cover letter (excluded from page count) indicating interest in being evaluated for inclusion on BASMAA s pre- qualified list of consultants. Include basic contact information for the individual responsible for the SOQ and to whom correspondence should be addressed, including name, title, address, telephone number, and address. Clearly identify the categories of expertise, by number in Appendix A, for which the consultant is submitting the SOQ. Any exceptions to BASMAA s Standard Agreement for Professional Consultant Services should be noted in consultants transmittal letters. Understanding and Approach Describe the consultant s understanding of the needs and how BASMAA assists its member agencies and of the MRP and / or the Small MS4 Permit. Include a description of the approach(es) consultant generally uses in assisting municipal stormwater programs, including a generic organizational chart identifying firm s proposed project manager and key staff for providing services in one or more of the categories of the Scope of Services (Appendix A). 3

6 BASMAA Master Request for Qualifications Firm Qualifications and Experience Provide a detailed description of the firm s qualifications and experience providing services in one or more of the categories of the Scope of Services (Appendix A). Clearly identify the categories of expertise, by number in Appendix A, for which the consultant has qualifications and experience to provide services (i.e., 1, 2A, 2B, 3, and/or 4). Descriptions should include the details of providing the same or similar services to municipal stormwater clients, including client and contact information, task, project, or program name, description of services provided, years of service, budget, and roles of key staff. Indicate for which categories of the Scope of Services, if any, consultant typically provides services as part of a team and list the elements of those categories for which other consultants typically provide services. For example, consultant submits SOQ applying for pre- qualified listing in the Environmental Monitoring category (see Appendix A), and lists the elements: field work/monitoring and laboratory as elements of that category for which other consultants on a team typically provide services for the named elements. The other consultants would not be listed by name. Example: Consulting Consultants, Inc. Firm Qualifications and Experience Categories of Scope of Services 2A - Trash 3 - Environmental Monitoring Field work/monitoring: Other consultant Laboratory: Other consultant Staff Qualifications and Experience Provide descriptions of the specific qualifications and experience of the key staff proposed to provide services in one or more of the categories of the Scope of Services to BASMAA. Brief resumes of the key staff may also be provided (brief resumes excluded from page count). References Provide three references for each category of scopes of services for which the consultant s SOQ is submitted for evaluation. The same reference(s) may be provided for more than one category. References should be for as recent and as relevant experience as possible. Only if different from that provided in Firm Qualifications and Experience: For each reference, provide contact information, and a brief description of services provided, years of service, budget, and roles of key staff. Proposed Fee Schedule Provide consultant s current standard fee schedule indicating fees for labor by staff or position, other direct costs, and fees and any indirect costs. Indicate how often / when schedule is updated. Evaluation and Selection Process BASMAA will use the following process to evaluate, identify, and select consultants for inclusion on BASMAA s pre- qualified consultants list. 4

7 BASMAA Master Request for Qualifications Responsiveness Review BASMAA will conduct an initial review of SOQs to ensure they are responsive to the requirements of this RFQ. Additionally, if an SOQ does not include sufficient information to allow BASMAA to evaluate the SOQ in any of the selection criteria below may be considered non- responsive. Evaluation Process, including selection criteria SOQs determined to be responsive to this RFQ will be evaluated according to the following criteria for each of the categories of the Scope of Services for which SOQs are submitted: Understanding needs of BASMAA and its member agencies Approach to assisting municipal stormwater programs Qualifications and experience of firm providing the same or similar services Qualifications and experience of key staff in providing same or similar services Ability to provide timely services Overall quality, clarity, and completeness of submittal Notification BASMAA will notify consultants submitting SOQs whether or not they have been selected to be on BASMAA s pre- qualified consultants list, and if selected, for which of the categories of the Scope of Services (Appendix A). 5

8 BASMAA Master Request for Qualifications Appendix A Categories of Scope of Services

9 BASMAA Master Request for Qualifications Categories of Scope of Services Clearly identify the categories of expertise, by number below, for which the consultant is submitting the SOQ. BASMAA is seeking to identify and qualify consultants in one or more of the following areas of expertise relative to the stormwater permit provisions in the Permits Provisions Table below. 1. Green Infrastructure Assist with development of green infrastructure plans (MRP Provision C.3.j), including 1) develop and implement green infrastructure master plans; 2) assist with integrating green infrastructure goals into other municipal plans, policies, and priorities; 3) evaluate long- term effects of green infrastructure implementation on water quality, quantity, and pollutant of concern load reductions, as well as other co- benefits; 4) document stormwater management achieved to- date in public and private realms and project/model future implementation scenarios; and 5) develop standard design details and conceptual plans/renderings, etc. Tasks may include: Develop maps of potential locations for green infrastructure implementation over various future timelines Develop and implement prioritization criteria for potential locations Develop targets for municipal impervious land area to be managed by green infrastructure into the future Track projects over time that incorporate green infrastructure for stormwater management Develop design guidelines, standard details, and specifications for green infrastructure implementation in both public and private realms Develop sizing criteria for green infrastructure in public rights- of- way Identify local planning documents needing update to incorporate green infrastructure planning materials and assist member agencies in those updates Develop an alternative compliance and/or in- lieu fee program for green infrastructure implementation, including fee and nexus studies, cost estimates, and program materials Develop green infrastructure planning materials, templates, conceptual renderings, presentations, etc. Develop green infrastructure designs for member agency projects Develop and present green infrastructure information to committees, subcommittees, elected officials, etc. Provide staff support for relevant committees and subcommittees Assist with development and implementation of BASMAA s portions of the EPA grant project Urban Greening Bay Area (green infrastructure round table, design charrette). And assist with tasks related to Small MS4 Permit Provision E.12 Post- Construction

10 BASMAA Master Request for Qualifications 2. Pollutants of Concern Assist with implementing requirements of MRP Provisions C.10, C.11, and C.12. A. Trash (C.10) Tasks may include: 1) implementation and updating of the Long- Term Trash Reduction Plans; 2) identification of locations for trash control measures; 3) assist regionally coordinated efforts to estimate trash load reductions from control measures; and 4) assist with other support tasks, including tasks to assist with Small MS4 Permit Provision E.15 (TMDLs Trash Reduction Requirements). B. Mercury / PCBs (C.11 / C.12) Tasks may include: 1) support continuing identification and evaluation of potential PCB source properties for cleanup referrals and evaluation of opportunity areas for reduction of PCB discharges to runoff; 2) evaluate and support effective application of other control measures for PCBs or other priority POCs; 3) assist regionally coordinated efforts to estimate / account for POC load reductions from control measures; 4) support development and evaluation of MRP- required controls on PCB- containing building materials, including potentially legislation and demolition/renovation permitting, inspection, and enforcement programs; 5) coordinate with BASMAA member programs in developing green infrastructure plans to incorporate prioritization, load reduction quantification, and tracking of projects with regard to addressing mercury and PCBs; and 6) assist with other support tasks. 3. Environmental Monitoring Assist with implementing requirements of MRP Provisions C.8.d and C.8.e (Creek Status Monitoring), and C.8.f (POC Monitoring) and Small MS4 Permit Provision E.13 (Water Quality Monitoring). Tasks may include: 1) assist in program design, planning, and site selection consistent with regional and BASMAA member programs monitoring priorities and POC management activities; 2) implement Quality Assurance/Quality Control program for field, laboratory and management and reporting of data; 3) report and present results as needed to support permit submittals and TMDL implementation planning; 4) participate in regional coordination meetings; and 5) assist with related special studies and support tasks as needed. 4. Effectiveness Assessment Using CASQA Effectiveness Assessment system, assist with all other assessments of effectiveness other than environmental monitoring, including Small MS4 Permit Provision E.14 (Program Effectiveness Assessment and Improvement). Tasks may include: 1) develop regional strategic plan; 2) develop effectiveness assessment program, including characterizing problems, targeting outcomes, and documenting knowledge and data gaps; and 3) develop source and impact strategies, target audience strategies, program implementation strategies, assessment tools and strategies, and interpret and make recommendations on results.

11 BASMAA Master Request for Qualifications Permits Provisions Table This table shows provisions that are generally similar in the two subject permits. The provisions that are the subject of this Master RFQ are in bold. Municipal Regional Permit Small MS4 Permit C.2 Municipal Operations E.11 Pollution Prevention/Good Housekeeping C.3 New Development and Redevelopment E.12 Post- Construction C.4 Industrial & Commercial Site Controls No equivalent provision C.5 Illicit Discharge Detection & Elimination E.9 Illicit Discharge Detection & Elimination C.6 Construction Site Control E.10 Construction Site C.7 Public Information and Outreach E.7 Education and Outreach E.8 Public Involvement and Participation C.8 Water Quality Monitoring E.13 Water Quality Monitoring E.14 Program Effectiveness Assessment and Improvement C.9 Pesticides Toxicity Control E.15 Total Maximum Daily Loads Requirements C.10 Trash Load Reduction (Trash Reduction Requirements) C.11 Mercury Controls E.15 Total Maximum Daily Loads Requirements C.12 PCBs Controls E.15 Total Maximum Daily Loads Requirements C.13 Copper Controls No equivalent provision C.15 Exempted and Conditionally Exempted No equivalent provision Discharges

12 BASMAA Master Request for Qualifications Appendix B BASMAA Standard Agreement for Professional Consultant Services

13 Agreement between BASMAA and [consultant] for [name of project] Project Services Consultant Agreement THIS AGREEMENT is entered into on [month] _, [year], by and between the BAY AREA STORMWATER MANAGEMENT AGENCIES ASSOCIATION, a California nonprofit corporation ( Association or BASMAA ) and [name of consultant] ( Consultant ) both referred to as Parties. WHEREAS, Association desires certain services hereinafter described and Consultant is capable of providing and desires to provide such services, NOW, THEREFORE, Association and Consultant for the consideration and upon the terms and conditions specified agree as follows: SECTION I SCOPE OF SERVICES The services to be performed by Consultant under this Agreement are as described in Attachment A attached hereto and incorporated herein by this reference (the Scope of Services ). SECTION II CONSULTANT RESPONSIBILITIES All work performed by Consultant or under Consultant s direction shall be sufficient to meet the purposes specified and shall be rendered in accordance with the accepted practices and standards of Consultant s profession. Consultant will supply all materials, equipment, and supplies required to perform the services pursuant to this Agreement. Consultant shall stay informed of and observe any and all statutes, laws, ordinances, and regulations pertaining to Consultant s performance under this Agreement. To the extent that any copyrighted materials are used or reproduced for use in such performance, Consultant shall secure, at Consultant s sole cost and expense, any and all necessary permission to utilize or reproduce such materials in the manner proposed or suggested by the Scope of Services. Consultant shall not undertake any work beyond the Scope of Services unless the Association approves such additional work in advance in writing. The cost of such additional work shall be reimbursed to Consultant by the Association on the same basis as provided in Section V unless otherwise specified. Consultant may be required, at Association s request, to meet with the Association s Board of Directors regarding performance of the services described herein. It is the express intention of the parties that Consultant be an independent contractor and not an employee or agent of the Association in performing the services specified by this Agreement. Therefore, nothing in this Agreement shall be interpreted or construed in any way as creating or establishing an employment relationship between the Association and Consultant or any employee or agent of Consultant. The parties expressly acknowledge that Consultant is not now, and shall not become or 1

14 Agreement between BASMAA and [consultant] for [name of project] Project Services be considered, an employee or agent of the Association for insurance, benefits, payroll, state or federal tax purposes, or for any other purpose. Under no circumstance will either party have the right or authority to enter into any contracts or assume any obligations for the other or make any representations on behalf of the other unless specifically authorized by the Association Project Officer. In accordance with the provisions of Section 3700 of the California Labor Code, Consultant is required to secure Workers Compensation insurance for its employees. Consultant shall obtain and keep in full force and effect any Workers Compensation insurance necessary in connection with the performance of this Agreement to protect Consultant and its employees under the Workers Compensation Insurance and Safety Act, including coverage under United States Longshoremen s and Harbor Worker Act, when applicable. Such insurance shall be in a standard form and shall relieve Association of all responsibility; therefore Consultant shall, prior to undertaking the work contemplated herein, supply Association with a certificate of insurance evidencing that said requirements are in full effect. All those providing a professional service to the Association shall be required to have and follow a policy of equal opportunity non-discrimination, and non-harassment for all persons regardless of race, religion, color, national origin, ancestry, disability, medical condition, marital status, gender, age, veteran status, or sexual orientation. Such policy shall be in conformance with applicable State and Federal guidelines including the California Government Code Section12940, and the Federal Equal Opportunity Clause Section of Title 41, Part 60 of the Code of Federal Regulations and shall apply to all employment practices including recruitment, candidate selection, training, compensation, promotion, demotion, and recreation. SECTION III PERSONNEL Association reserves the right to approve personnel, including subconsultants or subcontractors assigned by the Consultant to the performance of the services hereunder. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that the Association, at its sole discretion, at anytime during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, Consultant shall remove any such person immediately upon receiving notice from the Association of the desire of the Association for the removal of such person or persons. This Agreement shall not be assigned by Consultant without first obtaining the express written consent of the Association. Consultant will provide the following personnel for the services described in this Agreement: Project Director: Project Manager: Staff: [name, if position applicable] [name] [name(s)] 2

15 Agreement between BASMAA and [consultant] for [name of project] Project Services Subconsultants: [name(s) of firms/organizations, if applicable] Any addition, substitution or replacement of the above noted personnel require prior approval of the Association. SECTION IV ASSOCIATION RESPONSIBILITIES Association shall make available to Consultant all data and information in the possession of Association that Association deems necessary in the performance of the services hereunder, and Association shall actively aid and assist Consultant in obtaining such information deemed necessary from other agencies and individuals. The Association will authorize a Project Officer as the Association representative to confer with Consultant relative to Consultant s services hereunder. The work in progress hereunder may be periodically reviewed by Association. If the work is satisfactory, it will be approved. If the work is not satisfactory, Association will inform Consultant of the changes or revisions necessary to secure approval. Corrections to the work as a result of errors or omissions of Consultant shall not result in additional costs or expenses to Association. Notwithstanding the foregoing, Association shall not control the manner or the means by which Consultant performs any services under this Agreement. Consultant will determine the method, details, and means of performing the Services and it shall set its own hours with respect to performing the services. SECTION V FEES AND PAYMENT Payment for the services described herein shall be made according to the schedule and fees set forth in Attachment B attached hereto and incorporated herein by this reference. Consultant may request changes in fees; however, no change in fees may take effect unless approved by the Association and recognized in writing and signed by both parties. Payment for services and any other contract expenses shall not exceed the limit or limits shown in Attachment B. Such payment shall be considered as full compensation for all labor, materials, supplies, and equipment used in carrying out the work required by this Agreement. Consultant shall notify BASMAA when the costs incurred for the Scope of Services, Attachment A, total approximately seventy-five percent (75%) of the total contract amount, Attachment B. With the notification, Consultant shall indicate whether the sum of the current costs incurred plus the estimated total cost to complete the task or tasks set forth in the Scope of Services, shall be greater than or less than/equal to the total contract amount. Receipt by BASMAA of said notification that the cost for completion of all tasks shall exceed the established total contract amount, will not constitute an approval or authorization to increase the established total contract amount or a waiver of any rights that BASMAA may have under this Agreement. Unless otherwise specified in Attachment B, Consultant s fees shall be payable on a time and materials basis. Consultant must maintain records and include on the invoices any time worked by Consultant or any employee, subcontractor, or subconsultant of 3

16 Agreement between BASMAA and [consultant] for [name of project] Project Services Consultant and the rate at which the time is being charged. In order to obtain reimbursement for allowable expenses, the statements shall include, an itemization of the actual expenses incurred. Consultant must maintain records, including receipts detailing expenses incurred. SECTION VI TIME OF BEGINNING AND SCHEDULE FOR COMPLETION The term of this Agreement ends on [month] [date], [year]. Consultant shall begin work by the date indicated in the written Notice to Proceed from Association. The notice shall not be issued until after this Agreement has been approved and authorized by Association. Association, with 10 days written notice, may terminate this Agreement without cause at any time. Any termination shall become effective in the manner specified in the Notice of Termination and shall be without prejudice to any claim that Association may have against Consultant or Consultant may have against Association. Association shall reimburse Consultant only for services performed to date of termination at rates provided in this Agreement and for expenses that were reasonably incurred and necessary costs of termination and protection of property. Notwithstanding the foregoing, should either party default in the performance of this Agreement or materially breach any of its provisions, the nonbreaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of the notice, or five (5) days from mailing of the notice, whichever occurs first. The schedule for completion of the work is detailed in Attachment C attached hereto and incorporated herein by this reference. SECTION VII CHANGES IN WORK Association may order changes in scope or character of work, either decreasing or increasing the amount of Consultant s services. However, no modification, amendment or waiver of any provision of this Agreement or the exhibits attached thereto shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. If the Scope of Services increases and additional compensation is necessary, the increased compensation shall be in accordance with Attachment B; provided, however, that in the event of substantial changes in the scope of Services, the Agreement may need to be renegotiated. In the event Association terminates the Agreement, Association shall pay for services satisfactorily rendered prior to the date of termination. 4

17 Agreement between BASMAA and [consultant] for [name of project] Project Services SECTION VIII DELAYS AND EXTENSIONS In the event Consultant is delayed in performance of its services by circumstances beyond its control, Association may in its discretion grant a reasonable adjustment in the Schedule of Completion. All claims for adjustments in Schedule of Completion must be submitted to the Association Project Officer by Consultant within thirty (30) calendar days of the time of occurrence of circumstances necessitating the adjustment. SECTION IX RESOLUTION OF DISPUTES In the event of a dispute regarding performance of any of the terms of this Agreement, the parties agree to proceed as follows: Internal Review: If Consultant wants to dispute an interpretation or requirement, Consultant must invoke this provision and submit the particulars of Consultant s position in writing to the Association Project Officer. Association Project Officer must reply in writing to the Consultant. If Consultant is not satisfied by the response of the Association Project Officer, Consultant may appeal to the Association s Board of Directors Chair, or designee. To exercise this administrative remedy, the Consultant must submit their written position, the Association Project Officer s response and any other additional reply information the Consultant deems relevant to the decision, to the Chair of the Association s Board of Directors, or designee, with a copy to the Association Project Officer. The Board of Directors Chair may at their discretion hold a meeting, ask for additional written information, and/or issue a decision based on the information submitted. If, following the internal review process described herein, the Consultant is still not satisfied, Consultant may seek external review. External Review: Consultant, only after proceeding through the internal review process described above, or Association at any time, may seek external review where there is a dispute regarding an interpretation or requirement under the Agreement. The intent of this provision is to provide an informal dispute resolution measure that is alternative to a court action. The parties agree that they will submit the controversy to binding mediation before a mediator. The selection of the mediator and the ground rules for the mediation shall be agreed upon by the parties. If agreement cannot be reached to pursue binding mediation or another acceptable alternative dispute resolution procedure, the matter may be submitted to Court for traditional resolution. Should any litigation be commenced between the parties hereto concerning the provisions of this Agreement or the rights and duties of any person in relation thereto, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for their attorneys fees in such litigation or in a separate action brought for that purpose. SECTION X MISCELLANEOUS PROVISIONS Consultant is contracted to render a professional service only and any payments made to Consultant are compensation for such services as Consultant may render. 5

18 Agreement between BASMAA and [consultant] for [name of project] Project Services Any discretion or right to approve given to any party herein shall be exercised in a reasonable manner. All work performed, and documents produced, pursuant hereto shall, upon completion, become the property of Association. In the event the work is not completed, the working drafts of any uncompleted portions thereof shall become the property of Association, however, Association agrees that any reuse of any of the incomplete materials so furnished by Consultant shall be at Association s own risk unless prior written approval has been given by Consultant for such reuse. Any and all original correspondence, memoranda, reports, designs, plans, specifications, data compilations, computer programs, or drawings delivered to Association by Consultant under terms of this Agreement, in or by any medium (including computer files transmitted electronically or on disk) shall be deemed to be work for hire under the copyright laws of the United States and copyright shall reside in Association. Co-venturers, subconsultants, subcontractors, and vendors to Consultant shall likewise be bound by these copyright terms. Association makes no copyright claim and requires no release for copyrighted material or trademarked names used incidentally by Consultant. Consultant represents and warrants that neither it or any parent or subsidiary of Consultant is currently acting as consultant or expert for any party in support of a claim, potential claim, or active or potential legal action against the Association by such party. Consultant agrees that neither it or any parent or subsidiary of Consultant or any company in which it has a material interest shall so act as such consultant or expert for the duration of this Agreement without first obtaining the written consent of Association. Consultant agrees that it shall not engage in activities that materially conflict with the Association s goals and objectives. Any potential activities that may conflict must be brought to the attention of the Association s Project Officer prior to the commencement of any of the subject activities. Consultant agrees that the Association, or its agent, will have the right to review, obtain, and copy all records pertaining to performance of this Agreement. Consultant agrees to provide Association, or its agent, with any relevant information requested and shall permit Association, or its agent, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting or copying books, records, accounts, computerized records, and other materials that may be relevant to the matter under investigation for the purpose of determining compliance with this Agreement. Consultant further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. This Agreement shall not be strictly construed against or in favor of any party hereto, without regard to which party or such party s counsel drafted the Agreement. This Agreement shall be construed and governed by the laws of the State of California. This Agreement is the result of negotiations between the parties and shall not be construed strictly against or in favor of any party hereto. The parties intend that this Agreement shall be given a fair and reasonable construction in accordance with the intentions of the parties and without regard to, or aid of, Section 1654 of the California Civil Code. 6

19 Agreement between BASMAA and [consultant] for [name of project] Project Services The headings of sections and subsections are for the convenience of the reader only and shall not be used to construe the meaning of any provisions of this Agreement. SECTION XI INDEMNIFICATION The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold the Association, its directors, officers, agents, and employees harmless from damages and losses arising from the negligent acts, errors or omissions of the Consultant in the performance of professional services under this Agreement, to the extent that the Consultant is responsible for such damages and losses on a comparative basis of fault and responsibility between the Consultant and the Association. The Consultant is not obligated to indemnify the Association for the Association s own negligence. SECTION XII INSURANCE Insurance requirements, if any, shall be as set forth in Attachment D attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties have executed this Agreement the day first hereinabove written. BAY AREA STORMWATER MANAGEMENT AGENCIES ASSOCIATION By Association Date Firm Address: [street address] [city, state zip] [name of responsible person], [consultant] By Consultant Federal I.D. or S.S. Number Date 7

20 Agreement between BASMAA and [consultant] for [name of project] Project Services ATTACHMENT A SCOPE OF SERVICES Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to the Association the services [use either] described in the scope of work below. [or use] at the time, place, and in the manner specified in the Consultant s proposal dated [month] [date], [year] attached hereto as Exhibit A and incorporated herein by this reference. [and delete the passage not used] [insert scope of work] 8

21 Agreement between BASMAA and [consultant] for [name of project] Project Services ATTACHMENT B FEES AND PAYMENT The Consultant will be compensated from the Notice to Proceed date until the end of this Agreement ([month] [date], [year]) for a contract amount not to exceed $[total amount]. The Consultant shall be compensated for said services [use either] according to the following fee schedules. [or use] at the time, place, and in the manner specified in the Consultant s proposal dated [month] [date], [year] attached hereto as Exhibit A and incorporated herein by this reference. [and delete the passage not used] [insert fee schedules] The Consultant shall submit invoices in accordance with Section V of this Agreement that detail the time and expenses expended in completing the Scope of Services since the previous invoice. Invoices shall be submitted ONLY electronically to the Association Project Officer using the following file name convention for each invoice: Code_Consultant name_invoice number_project name_period_year The Association will make payment to the Consultant within 30 days of receipt and approval of the invoices by the Association or, in the case of grant-funded projects, within 30 days of receipt and approval of the invoices by the grantor. The Association shall not approve or be financially responsible for any Consultant invoices that exceed the not-to-exceed amounts stipulated in the Agreement. 9

22 Agreement between BASMAA and [consultant] for [name of project] Project Services ATTACHMENT C SCHEDULE OF COMPLETION The Consultant will complete the Scope of Services [use either] according to the following project schedule. [or use] at the time, place, and in the manner specified in the Consultant s proposal dated [month] [date], [year] attached hereto as Exhibit A and incorporated herein by this reference. [and delete the passage not used] [insert project schedule] 10

23 Agreement between BASMAA and [consultant] for [name of project] Project Services ATTACHMENT D INSURANCE The Consultant shall not begin the services under this Agreement until it has: (a) obtained, and upon the Association s request provided to the Association, insurance certificates reflecting evidence of all insurance required; (b) obtained the Association s approval of each insurance company or companies; and (c) confirmed that all policies contain the specific provisions required. Further, the Consultant shall not modify any policy or endorsement thereto which increases the Association s exposure to loss for the duration of this Agreement. At all times during the term of the Agreement, the Consultant shall maintain insurance coverages as follows: Commercial General Liability. For all Consultant s operations, including contractual, broad form property damage, completed operations, and independent Consultant s liability, the Consultant shall keep in full force and effect, during the term of this Agreement, all applicable insurance to cover personal injury, bodily injury and property damage, providing coverage to a combined single limit of $1 million per occurrence, subject to an annual aggregate of $1 million for general liability, completed operations and personal injury other than bodily injury. Contractual liability shall include coverage of tort liability to another party to pay for bodily injury or property damage to a third person or organization. Contractual liability limitation endorsement is not acceptable. The Association shall be named as an additional insured, but only for liability arising out Consultant s services performed under this Agreement. Commercial Automobile Liability. For all of the Consultant s automobiles including owned, hired, and non-owned automobiles, the Consultant shall keep in full force and effect, automobile insurance for bodily injury and property damage providing coverage to a combined single limit of $1 million per occurrence. Insurance certificate shall reflect coverage for each automobile. The Association shall be named as an additional insured, but only for liability arising out of use of the Consultant s automobiles services performed under this Agreement. Workers Compensation. For all of the Consultant s employees who are subject to this Agreement and to the extent required by the State of California, the Consultant shall keep in full force and effect, a Workers Compensation policy. That policy shall provide a minimum of $1 million of employees liability coverage, and the Consultant shall provide an endorsement that the insurer waives the right of subrogation against the Association and its respective Board of Directors, officers, agents and representatives. 11

24 Agreement between BASMAA and [consultant] for [name of project] Project Services Professional Liability Insurance. During the term of this Agreement, Consultant shall maintain an Errors and Omissions Insurance policy in the amount of not less than $1,000,000. Replacement policies shall include tail provisions that cover the period of the services provided. Rating Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that have been given at least an A or A- and V rating by AM BEST, that are licensed to do business in the State of California, and that have been approved by the Association. Deductibles. All deductibles on any policy shall be the responsibility of the Consultant. Specific Provisions Required. Each policy required shall expressly provide, and an endorsement shall be submitted to the Association, that: The Bay Area Stormwater Management Agencies Association and its representative Board of Directors, officers, agents, and representatives shall be named as additionally insureds. The Association s additional insured status must be reflected on additional insured endorsement form CG20 10, or equivalent, which shall be submitted to the Association. The policies are primary and non-contributory to any insurance that may be carried by the Association, as reflected in an endorsement, which shall be submitted to the Association. The policies cannot be canceled, non-renewed, or materially changed except after thirty calendar days prior to written notice by the Consultant to the Association by certified mail, as reflected in an endorsement which shall be submitted to the Association, except for non-payment of premium, in which case ten days notice will be provided. The Consultant may obtain additional insurance not required by this Agreement. 12