Request for Proposals Professional Engineering and Environmental Services for Paradise Cay (CSA 29) Maintenance Dredging Project Proposal Submittal Deadline: 4 PM May 25, 2018
April 24, 2018 Request for Proposals Professional Engineering and Environmental Services for Paradise Cay (CSA 29) Maintenance Dredging Project Dear Consulting Professional: We are requesting that you submit a proposal to provide professional engineering and environmental services to the County of Marin for the Paradise Cay (CSA 29) Maintenance Dredging Project. Please forward three (3) copies (one original and two copies) of your proposal to my attention at Marin County, Department of Public Works, P.O. Box 4186, San Rafael, CA 94913-4186; or deliver in person to 3501 Civic Center Drive, Room 304, San Rafael, 94903. For any questions please contact me at (415) 473-2918 or: smcmorrow@marincounty.org. Best Regards, Scott McMorrow Project Engineer
CONTENTS Page Project Description 1 Inquiries and Project Schedule 1 Submittal Instructions 2 Scope of Work 2 RFP Submittal Requirements 9 Award of Contract 10 Insurance 10 Reference Materials 10 Sample Contract Agreement 11 Selection Process and Criteria 11 Negotiations 11 General Conditions 12 Proposal Validity 12 Exhibits 12
PROJECT DESCRIPTION REQUEST FOR PROPOSAL PROFESSIONAL SERVICES PARADISE CAY (CSA 29) MAINTENANCE DREDGING PROJECT The County of Marin (County), Department of Public Works (DPW) desires to conduct navigational dredging in CSA 29 Paradise Cay in 2019. DPW is seeking proposals from experienced and well-qualified professionals to perform pre-dredge surveying, calculate dredging sediment volumes, provide a sediment quality assessment to the DMMO in support of episode approvals, obtain episodic permits approvals from all jurisdictional resource agencies, conduct an eelgrass survey and delineation, and prepare and provide construction plans for bidding purposes. The project is located at Paradise Cay in Tiburon, Marin County. The extents of the work include the south entrance channel and the navigational canals that serve the boating community of CSA 29. Please see Exhibit A for the project s general location, and Exhibit B for project dredging limits. The last sediment removal project was carried out by the County in 2014 and 2015 and select documents concerning this episode will be available to all respondents online at: https://www.marincounty.org/depts/pw/divisions/public-services/county-serviceareas?tabnum=2 INQUIRIES AND PROPOSAL SCHEDULE For inquiries regarding this request, contact Scott McMorrow at (415) 473-2918 or: smcmorrow@marincounty.org. The County will compile and respond to all respondents questions via an amendment issued to all respondents on May 15, 2018. The tentative contract schedule for the subject project is as follows: Issue RFP April 24, 2018 Deadline for Comments May 11, 2018 Response to Comments due May 15, 2018 Proposal due May 25, 2018 Tentative Selection of Consultant June 19, 2018 1
SUBMITTAL INSTRUCTIONS General Proposals shall be enclosed in a sealed package. Respondent s name and address shall appear in the upper left-hand corner of the package. All proposals shall be identified with Paradise Cay Maintenance Dredging Design Services RFP legibly written on the outside of the packages(s). Submittal 1. Respondents shall submit one (1) original with two (2) copies of its Proposal to the following address. The original shall be marked on the outside cover and contain a wet signature. By Mail In Person or by Courier County of Marin County of Marin Department of Public Works Attn: Scott McMorrow Department of Public Works Attn: Scott McMorrow P. O. Box 4186 3501 Civic Center, Room 304 San Rafael, California 94913 San Rafael, California 94903 2. Proposals will be received until 4:00 p.m. PT, May 25, 2018. Respondents or couriers may ask for a copy of the receipt for their records. Proposals received after the stated time and date may be considered non-responsive and returned unopened. 3. The County will not be responsible for submittals that are delinquent, lost, mismarked, sent to an address other than that given herein, or sent by mail or courier service and not signed for by the County. SCOPE OF WORK The consultant will be responsible for all aspects of the design of the project. Consultant s scope of services shall include: Task 1 Sediment Analysis Task 1 is to request Tier I Testing Exemption from DMMO and all jurisdictional resource agencies. Sediment testing was last performed in December of 2013 resulting in test results that confirmed sediment from the project area was suitable for aquatic disposal at the in-bay site at Alcatraz (SF-11). Consultant shall consult with DMMO and all 2
jurisdictional resource agencies about including use of the San Pablo 10 disposal site, or other authorized disposal site. Subtasks include, but are not limited to: - Contact all jurisdictional agencies to determine the extent of sediment testing and analysis that would be required for the proposed dredging episode. - Perform tabulation and review historic CSA 29 and Tiburon Yacht Club data. - Provide description of dredging project, including plan view drawings with bathymetry and dredge volumes. - Make presentation(s)and meet with Dredged Material Management Office (DMMO). Deliverables: Written approval from all jurisdictional resource agencies of Tier I Testing Exemption, or if exemption is not approved, provide documentation from all jurisdictional resource agencies stating non-approval of Tier I Testing Exemption. Task 2 Sediment Analysis Contingency Analysis Subject to written County authorization (in case Task 1 above is not approved), seek Tier I with Confirmatory Chemistry approval from DMMO and all jurisdictional resource agencies. The final extent of the Sampling, Analysis and Testing Plan will be determined during negotiations with DMMO. If approved Tier I with Confirmatory Chemistry, additional subtasks include, but are not limited to: - Contact all jurisdictional agencies to determine the extent of sediment and water chemistry testing and analysis using Tier I with Confirmatory Chemistry that would be required for the dredging episode. - Prepare proposal for Tier I Testing with Confirmatory Chemistry and submit report to County for review and comment two weeks prior to submitting to DMMO. - Perform sample collection (3 samples from each of 2 dredge areas). - Perform analysis of 2 project composites for Tiburon Yacht Club hot-spot metals. - Prepare draft Sampling and Analysis Plan and draft Sampling and Analysis Results Report and submit each report to County for review and comment two weeks prior to submitting to DMMO. - Prepare final Sampling and Analysis Plan and final Sampling and Analysis Results Report and submit each report to County for review and comment two weeks prior to submitting to DMMO. Deliverables: Proposal to perform Tier I Testing with Confirmatory Chemistry Draft Sampling and Analysis Plan to meet Tier I Testing Exemption with limited chemistry analysis Final Sampling and Analysis Plan to meet Tier I Testing Exemption with limited chemistry analysis Draft Sampling and Analysis Results Report 3
Final Sampling and Analysis Results Report Written approval from all jurisdictional resource agencies of Tier I Testing with Confirmatory Chemistry approval, or if not approved Provide documentation from all jurisdictional resource agencies stating nonapproval of Tier I Testing with Confirmatory Chemistry. Task 3 Sediment Analysis Contingency Analysis Subject to written County authorization (in case Tasks 1 and 2 above are not approved), conduct Tier III Evaluation. The final extent of the Sampling, Analysis and Testing Plan will be determined during negotiations with DMMO. For the purpose of this RFP, assume that 11 samples will be collected, and testing performed on 2 composite samples. Subject to approval by the regulatory agencies, consultant shall perform the following subtasks, including, but not limited to: - Contact all jurisdictional agencies to determine the extent of sediment testing and analysis that would be required for the dredging episode. - Provide a full evaluation with both chemistry and biological testing for presentation to the DMMO. - Perform additional sample volume for potential bioaccumulation testing. Conduct full chemistry and bioassay testing of 2 project samples. - Prepare draft Sampling and Analysis Plan and draft Sampling and Analysis Results Report and submit each report to County for review and comment two weeks prior to submitting to DMMO. - Prepare final Sampling and Analysis Plan and final Sampling and Analysis Results Report and submit each report to County for review and comment two weeks prior to submitting to DMMO. - Prepare any additional reporting elements. Deliverables: Draft Tier III Evaluation Sampling and Analysis Plan Final Tier III Evaluation Sampling and Analysis Plan Draft Tier III Evaluation Sampling and Analysis Results Report Final Tier III Evaluation Sampling and Analysis Results Report Task 4 2019 Dredge Episode Approval Request (DMMO Application) Contractor is to take the lead in obtaining approvals, authorizations and/or certifications from jurisdictional agencies for episodic permits. Respond to inquiries by jurisdictional agencies for additional information/modifications to application. Prepare and submit episode approval request to the Bay Conservation and Development Commission (BCDC), water quality certification to Regional Water Quality Control Board (RWQCB) if necessary, and development of Dredge Operation Plan for the United States Army Corps of Engineers (USACOE). Confirm with State Lands Commission (SLC) that project is in compliance with SLC lease. Prepare longfin smelt Determination of Take as required by California Department of Fish and Wildlife (CDFW). Upon conclusion of testing (including tasks 2 and 3 if required) submit application to DMMO for dredging episode in 2019. 4
Deliverables: DMMO application submitted to DMMO and an electronic copy provided to County. BCDC episodic approval request submitted and an electronic copy provided to County. Water Quality Certification from RWQCB (if required by RWQCB) and an electronic copy provided to County. Dredge Operations Plan for USACOE. Confirmation from State Lands Commission (SLC) regarding project compliance with SLC lease. Preparation and submittal to CDFW of longfin smelt Determination of Take as required by CDFW, and an electronic copy provided to County. Written approval from all jurisdictional resource agencies for aquatic disposal at the in-bay site at (Alcatraz SF-11) or approved alternate disposal site. Task 5 Eelgrass (Zostera marina) Survey and Delineation Conduct a physical survey for eelgrass (Zostera marina) in the project vicinity, including the project footprint and a one hundred (100) foot boundary extension on the bay side of the project footprint. Prepare a written report that includes this eelgrass survey s results. Said report shall include background information for eelgrass, location map, description of study area, project description, survey methods used, mapping of any eelgrass in the project area, results, conclusions. Based on direction from regulatory agencies, the report may include location information for eelgrass outside the immediate project area. Extents of the eelgrass survey shall be determined by the contractor in consultation with the appropriate jurisdictional resource agencies, and these locations shall be mapped and included in the report. The report shall also include any Best Management Practices (BMPs) relating to the preservation of any existing eelgrass. Consultant shall include said BMPs in the construction plans and technical specifications. Deliverables: Eelgrass survey and delineation report 5 Task 6 2018 Condition Survey, Dredge Quantities, Construction Plans, Technical Specifications, and Cost Estimate In 2018, conduct existing conditions bathymetric survey (Survey) of project limits. Survey shall be conducted in accordance with the U.S. Army Corps of Engineers Hydrographic Surveying Manual (EM 1110-2-1003, November 2013). Horizontal survey datum shall be the California State Plane Coordinate System, NAD83. Soundings shall be provided in feet below Mean Lower Low Water (MLLW). Survey
shall be completed three weeks after the contract is approved by the Marin County Board of Supervisors. Survey shall be performed from dock face to dock face and if necessary, will be performed by hand where boats are present along the dock. The contractor is responsible for setting survey control points for the surveys. The project consists of the south entrance channel and the navigational canals that serve the boating community of CSA 29 as shown on the Location Map on Page 12. Construction plans and technical specifications shall include any BMPs required as determined under Task 5 (eelgrass). Determine and execute the extent of plans, sampling, analysis and testing necessary to obtain approvals, authorizations, and/or certifications from all jurisdictional agencies (US Army Corps of Engineers, Bay Conservation and Development Commission, Regional Water Quality Control Board, CA Department of Fish and Wildlife, NMFS, State Lands Commission and others). Contractor shall provide Opinion of Probable Cost for each of the 50% and 90% submittals. Opinion of Probable Cost shall be defined as construction costs to successfully complete dredge spoils removal and spoils disposal, and final postconstruction survey(s) conducted by dredging contractor s third party licensed surveyor that establish required project elevations have been met. Deliverables: 6a. 50% Construction Plans, Technical Specifications, and Dredge Quantities. Determine dredge volume quantities, prepare 50% construction plans and technical specifications, including cross-sections showing current and projected sediment surfaces, and incorporate data on design plans. Plans shall show surveyed elevations at or below proposed grade in black and above proposed grade in red. Designs and specifications must be made to accommodate for the use of a clamshell bucket or excavator for dredging operations due to the presence of rock. Consultant shall allow up to 2 weeks of review by County staff. 6b. 90% construction plans: Contractor shall update the 50% plans and incorporate any changes provided by the County and/or any jurisdictional resource agencies. Consultant shall provide 90% plans to the County and allow 2 weeks to review. 1 (one) PDF of 50% Opinion of Probable Cost 1(one) 24 X 36 paper version of bathymetric survey plan set 1 (one) PDF of bathymetric survey plan set All AutoCAD files related to bathymetric survey 1 (one) electronic version of XYZ point file related to bathymetric survey 1 (one) PDF of 50% dredge quantity calculations 2 (two) 24 X 36 paper versions of 50% construction plans 1 (one) PDF of 50% construction plans 6
1 (one) PDF of 50% technical specifications 1 (one) PDF of 90% Opinion of Probable Cost 1 (one) PDF of 90% Dredge Quantity Calculations 2 (two) 24 X 36 paper versions of 90% construction plans 1 (one) PDF of 90% construction plans 1 (one) PDF of 90% technical specifications Task 7 - Final (Bid) Plans, Technical Specifications, Bid Documents, and Response to Bidders Prepare final construction plans, technical specifications summary for bid documents and modifications to County bid document templates necessary for bidding purposes. Designs and specifications must be made to accommodate for the use of a clamshell bucket or excavator for dredging operations due to the presence of rock. Provide assistance during bid period as follows: - attend pre-bid meeting - respond to one set of bid inquires (bid inquires will be consolidated by County and distributed to consultant who will have 10 working days to respond). Deliverables: 1 (one) PDF of final (bid) dredge quantities calculations 1 (one) PDF of final (bid) Opinion of Probable Cost 5 (five) 24 X 36 paper versions of final (bid) construction plan set 1 (one) PDF version of final (bid) construction plan set 1 (one) final (bid) construction plan set in AutoCAD 2015 dwg format 1 (one) PDF version of final (bid) technical specifications 1 (one) responses to bidders in Word Attend one pre-bid meeting Task 8 - Pre-dredge Survey and Water Quality Certification Perform a comprehensive bathymetric survey including lead-line soundings. Survey shall be performed from dock face to dock face and will be performed by hand where boats are present. Revise dredge volume calculations for use in Task 7 deliverables. Incorporate updated topography and quantity information into final plans. - Consultant shall perform pre-dredge survey at least 45 days prior to dredging operations or as required by permitting agencies. - At least 45 days prior to dredging operations (or as required by permitting agencies), consultant shall perform and submit to appropriate jurisdictional resource agencies water quality certification, waste discharge requirements, and any other required approvals from RWQCB. 7
Deliverables: 1 (one) PDF of revised dredge quantities calculations 1 (one) PDF version of revised final (bid) construction plan set 3 (three) 24 X 36 paper versions of revised final construction plan set 1 (one) PDF of revised final technical specifications 1 (one) revised final construction plan set in AutoCAD 2015 (or later) dwg format water quality certification, waste discharge requirements, and any other required approvals from RWQCB Task 9 - Project Management and Meetings The consultant shall prepare and update a Project Schedule showing all tasks leading up to and through completion construction. The initial Project Schedule shall be submitted with the proposal and shall state a no later than due date for each task and subtask. At a minimum, the consultant shall update the Project Schedule on a monthly basis. Meetings with the County The consultant shall participate in regular monthly progress telephone calls with County staff. These regular meetings will provide an opportunity to discuss ongoing work, present findings, solicit feedback, and prepare for DMMO/Resource Agencies meetings. The meetings will be scheduled after approval of the selected consultant s contract by the Marin County Board of Supervisors. The initial Project Schedule shall be updated within one week of the approval of selected contractor s contract and this update shall include scheduling the monthly update meetings. With each monthly invoice, the consultant will provide a project tracking table summarizing tasks in progress, percent completed and project milestones or deliverables for the upcoming month. DMMO/Resource Agencies Meetings This task includes time for preparation and presentation at three (3) meetings with the DMMO to be scheduled by the contractor in consultation with the DMMO and the County. Draft presentations shall be submitted to County staff for review no later than two weeks before a scheduled DMMO meeting. This task item shall also include required consultations with all jurisdictional resource agencies, collectively and individually, to obtain required episodic permits for the project. Input from all jurisdictional resource agencies and/or the DMMO shall be incorporated into the 50%, 90%, and final (bid) construction plans sets and technical specifications. Deliverables: Updated Progress Schedule within one week of contract award Monthly Progress Schedule updates Monthly telephone meetings with County staff Presentations at three DMMO meetings Presentations text and graphics 8
Task 10 Additional Sampling (as needed) Subject to written County authorization (if additional samples above those included in Tasks 2 or 3 are required by DMMO): perform additional sampling and testing as directed in writing by the County. Deliverables: Written documentation from all jurisdictional resource agencies stating the need for additional required sampling Additional sampling and analysis plan Additional sampling and analysis results report RFP SUBMITTAL REQUIREMENTS Please prepare and organize the proposal based on the requirements listed below. Cover Letter A cover letter shall be provided transmitting the consultant proposal for consideration. The cover letter shall be signed by the person authorized to negotiate a contract for proposed services with the County of Marin on behalf of the firm/team. Include explicit acceptance of County s Professional Service Agreement terms including all insurance requirements (for subconsultants as well). Consultant Team For each firm on the proposed consultant team (including subcontractors), describe history, expertise, and other narrative information. Provide consultant team organization chart. Include all key personnel and for each member, provide firm name, role, and contact information. Provide resumes of the key team members that would be assigned to the project. Provide a broad summary of past experience as it relates to the scope of work. Provide a brief one-page summary for no more than five projects. Provide contact information for references to each past project listed. Proposed Work Program Scope / Project Schedule /Estimate/Schedule of Charges Provide a detailed description of tasks anticipated to provide the services outlined above and meet the project objectives. Description shall include: a. Identification of major tasks, or range of possible tasks, anticipated to complete project. 9
b. An initial Project Schedule shall be submitted with the proposal and shall state a no later than due date for each task and subtask. c. Name of project manager and individual authorized to negotiate on behalf of the consulting firm. d. Provide a lump sum cost estimate for each of the Task items (items 1 thru 9) listed under section D: Scope of Work. Clearly disclose what tasks, testing, meetings, etc. are included in each cost estimate. For Task 10 (Additional Sampling), include a fee schedule for T & M and a not to exceed cost of $10,000. e. Submit a Schedule of Charges for all personnel that will provide services in conjunction with this project. AWARD OF CONTRACT After a consultant is selected, the award of a contract agreement is contingent upon the successful negotiation of terms, acceptability of fees, and formal approval by the County. INSURANCE Respondent shall be required to provide proof of the required insurance coverage as set forth in the Sample Agreement within seven days of notification of selection of award. Failure to demonstrate proof of minimum insurance or failure to acquire minimum insurances will result in a forfeit of said award. The minimum insurance coverage required for this project is as follows: 1. General Liability = $1,000,000 ($2,000,000 aggregate) 2. Automobile Liability = $1,000,000 3. Workers Compensation = California Statutory Requirements 4. Professional Liability = $1,000,000 REFERENCE MATERIALS Potentially relevant reference materials, including existing permits, previous plans and specifications will be posted on the website: https://www.marincounty.org/depts/pw/divisions/public-services/county-serviceareas?tabnum=2 It is the responsibility of the respondent to determine the suitability of and verify all preexisting information they chose to use from all provided materials. 10
SAMPLE CONTRACT AGREEMENT A Sample Contract Agreement is provided in Exhibit C of this RFP. Before submitting a proposal, all respondents are requested to carefully review and abide by all of the provisions set forth in the Sample Contract Agreement. SELECTION PROCESS AND CRITERIA The County will make the selection from among the proposals submitted. Each proposal will be competitively evaluated based on overall value to develop a short list to interview (if required). Overall value is determined by a combination of cost relative to the following (listed in no order of importance: Staffing Past Project Experience Project Understanding Work Methodology Communication The County will determine if interviews are required. The County will select one consultant team and negotiate a contract. If the County is unable to reach an agreement with the selected team, the County will proceed to negotiate with the next selected consultant. NEGOTIATIONS Negotiations regarding agreement terms, conditions, scope of work, and pricing may or may not be conducted with consultant. Therefore, proposals submitted should contain the respondent s most favorable terms and conditions, since the selection and award may be made without discussion with any respondent. If satisfactory agreement provisions cannot be reached, then negotiations may be terminated. The County may elect to contact another firm submitting a proposal. This negotiation sequence continues until an agreement is reached. GENERAL CONDITIONS The issuance of this RFP constitutes only an invitation to present responses. The County reserves the right, at its sole discretion, to determine whether or not any aspect of the response satisfactorily meets the criteria established in the RFP. The County reserves the right to seek additional information and/or clarification from the respondent, the right to confer with any 11
respondent submitting a response and the right to reject any or all responses with or without cause. In the event that the RFP is withdrawn by the County for any reason, the County shall have no liability to any respondent for any costs or expense incurred with the preparation of this RFP or related work. The County reserves the right, at its sole discretion, to waive any irregularities or informality. The County may conduct interviews with any respondent it deems necessary. The County of Marin reserves the right to reject any and all responses for failure to meet the requirements contained herein, to waive any technicalities and to select the responses which, in the County s sole judgment, best meets the requirements of the project. The County of Marin Professional Services Contract is attached to this RFP. By submitting a proposal without exceptions, the Consultant Team accepts all terms and conditions contained in that agreement. PROPOSAL VALIDITY All consultant team proposals constitute an offer to contract, which will remain open for a period of at least 90 days from the date of receipt by the County. EXHIBITS A. General Location Map B. Project Dredging Limits C. County of Marin Sample Professional Services Contract Agreement EXHIBITS EXHIBIT A GENERAL LOCATION MAP 12
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EXHIBIT B PROJECT DREDGING LIMITS 14
EXHIBIT C SAMPLE CONTRACT AGREEMENT CAO CONTRACT LOG # COUNTY OF MARIN PROFESSIONAL SERVICES CONTRACT 2015 - Edition 1 THIS CONTRACT is made and entered into this day of, 20, by and between the COUNTY OF MARIN, hereinafter referred to as "County" and, hereinafter referred to as "Contractor. RECITALS: WHEREAS, County desires to retain a person or firm to provide the following service: ; and WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services; NOW, THEREFORE, for and in consideration of the Contract made, and the payments to be made by County, the parties agree to the following: 1. SCOPE OF SERVICES: Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof. 2. FURNISHED SERVICES: The County agrees to: A. Guarantee access to and make provisions for the Contractor to enter upon public and private lands as required to perform their work. B. Make available all pertinent data and records for review. C. Provide general bid and Contract forms and special provisions format when needed. 3. FEES AND PAYMENT SCHEDULE: The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice. 4. MAXIMUM COST TO COUNTY: In no event will the cost to County for the services to be provided herein exceed the maximum sum of $ including direct non-salary expenses. As set forth in section 14 of this Contract, should the funding source for this Contract be reduced, Contractor agrees that this maximum cost to County may be amended by written notice from County to reflect that reduction. 5. TIME OF CONTRACT: This Contract shall commence on, and shall terminate on. Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor. The final invoice must be submitted within 30 days of completion of the stated scope of services. 15
6. INSURANCE: Commercial General Liability: The Contractor shall maintain a commercial general liability insurance policy in the amount of $1,000,000 ($2,000,000 aggregate). The County shall be named as an additional insured on the commercial general liability policy. Commercial Automobile Liability: Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor, Contractor shall provide comprehensive business or commercial automobile liability coverage, including non-owned and hired automobile liability, in the amount of $1,000,000.00. Workers Compensation: The Contractor acknowledges the State of California requires every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance, a letter of self-insurance, or a copy of the Certificate of Consent to Self-Insure shall be provided to County prior to commencement of work. Errors and Omissions, Professional Liability or Malpractice Insurance. Contractor may be required to carry errors and omissions, professional liability or malpractice insurance. All policies shall remain in force through the life of this Contract and shall be payable on a "per occurrence" basis unless County specifically consents to a "claims made" basis. The insurer shall supply County adequate proof of insurance and/or a certificate of insurance evidencing coverages and limits prior to commencement of work. Should any of the required insurance policies in this Contract be cancelled or non-renewed, it is the Contractor s duty to notify the County immediately upon receipt of the notice of cancellation or non-renewal. If Contractor does not carry a required insurance coverage and/or does not meet the required limits, the coverage limits and deductibles shall be set forth on a waiver, Exhibit C, attached hereto. Failure to provide and maintain the insurance required by this Contract will constitute a material breach of this Contract. In addition to any other available remedies, County may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. 7. ANTI DISCRIMINATION AND ANTI HARASSMENT: Contractor and/or any subcontractor shall not unlawfully discriminate against or harass any individual including, but not limited to, any employee or volunteer of the County of Marin based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. Contractor and/or any subcontractor understands and agrees that Contractor and/or any subcontractor is bound by and will comply with the anti discrimination and anti harassment mandates of all Federal, State and local statutes, regulations and ordinances including, but not limited to, County of Marin Personnel Management Regulation (PMR) 21. 8. SUBCONTRACTING: The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the County except for any subcontract work identified herein. If Contractor hires a subcontractor under this Contract, Contractor shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of Contractor under this Contract 16
and shall require subcontractor to name Contractor and County of Marin as an additional insured under this Contract for general liability. It shall be Contractor s responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the County evidence of same. 9. ASSIGNMENT: The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the County. 10. LICENSING AND PERMITS: The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall also obtain any and all permits which might be required by the work to be performed herein. BOOKS OF RECORD AND AUDIT PROVISION: Contractor shall maintain on a current basis complete books and records relating to this Contract. Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shall maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit County to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted on Contractor's premises or, at County's option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from County. Contractor shall refund any monies erroneously charged. 11. WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR: Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire. The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use, publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Marin. 12. TERMINATION: A. If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the County may terminate this Contract by giving five (5) calendar days written notice to the party involved. B. The Contractor shall be excused for failure to perform services herein if such services are prevented by acts of God, strikes, labor disputes or other forces over which the Contractor has no control. 17
C. Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties. Notice of termination shall be by written notice to the other parties and be sent by registered mail. D. In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s). 13. APPROPRIATIONS: The County's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Marin County Board of Supervisors, the State of California or other third party. Should the funds not be appropriated County may terminate this Contract with respect to those payments for which such funds are not appropriated. County will give Contractor thirty (30) days written notice of such termination. All obligations of County to make payments after the termination date will cease. Where the funding source for this Contract is contingent upon an annual appropriation or grant from the Marin County Board of Supervisors, the State of California or other third party, County's performance and obligation to pay under this Contract is limited by the availability of those funds. Should the funding source for this Contract be eliminated or reduced, upon written notice to Contractor, County may reduce the Maximum Cost to County identified in section 4 to reflect that elimination or reduction. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performance of the services herein, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent Contractor and not as officers, employees or agents of the County. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers compensation. 14. AMENDMENT: This Contract may be amended or modified only by written Contract of all parties. 15. ASSIGNMENT OF PERSONNEL: The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to County, as is evidenced in writing. 16. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California. 17. INDEMNIFICATION: Contractor agrees to indemnify, defend, and hold County, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorney s fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor s negligence, recklessness or willful misconduct in the performance of this Contract. 18
18. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions: including, but not limited to the County of Marin Nuclear Free Zone, Living Wage Ordinance, and Board of Supervisors Resolution #2005-97 prohibiting the off-shoring of professional services involving employee/retiree medical and financial data affecting services covered by this Contract. Copies of any of the above-referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21. In addition, the following NOTICES may apply: 1. Pursuant to California Franchise Tax Board regulations, County will automatically withhold 7% from all payments made to vendors who are non-residents of California. 2. Contractor agrees to meet all applicable program access and physical accessibility requirements under State and Federal laws as may apply to services, programs or activities for the benefit of the public. 3. For Contracts involving any State or Federal grant funds, Exhibit D must be attached. Exhibit D shall consist of the printout results obtained by search of the System for Award Management at www.sam.gov. Exhibit D - Debarment Certification By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below. The certification in this clause is a material representation of fact relied upon by County. The Contractor shall provide immediate written notice to County if at any time the Contractor learns that its certification was erroneous or has become erroneous by reason of changed circumstances. Contractor certifies that none of its principals, affiliates, agents, representatives or contractors are excluded, disqualified or ineligible for the award of contracts by any Federal agency and Contractor further certifies to the best of its knowledge and belief, that it and its principals: Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency; Have not been convicted within the preceding three-years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against it for one of those offenses within that time period; Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses listed in 2 CFR 180.800(a); Have not had one or more public transactions (Federal, State, or Local) terminated within the preceding three-years for cause or default. The Contractor agrees by signing this Contract that it will not knowingly enter into any subcontract or covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 19 Any subcontractor will provide a debarment certification that includes the debarment clause as noted in preceding bullets above, without modification.
19. NOTICES: This Contract shall be managed and administered on County s behalf by the Department Contract Manager named below. All invoices shall be submitted and approved by this Department and all notices shall be given to County at the following location: Contract Manager: Dept./Location: Telephone No.: Notices shall be given to Contractor at the following address: Contractor: Address: Telephone No.: 20. ACKNOWLEDGEMENT OF EXHIBITS Check applicable Exhibits EXHIBIT A. EXHIBIT B. EXHIBIT C. EXHIBIT D. EXHIBIT E. Scope of Services Fees and Payment Insurance Reduction/Waiver Contractor s Debarment Certification Subcontractor s Debarment Certification CONTRACTOR S INITIALS IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written. CONTRACTOR: APPROVED BY COUNTY OF MARIN: By: Name: Title: By: COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified) County Counsel: Date: 20
EXHIBIT A SCOPE OF SERVICES (required) 1
EXHIBIT B FEES AND PAYMENT SCHEDULE (required) COUNTY shall pay CONTRACTOR as follows: 2