request for proposal (rfp) vallejo flood & … · request for proposal ... a proposal that is...

September 28, 2017

REQUEST FOR PROPOSAL (RFP)

2017-038-RFP-ENG

3W Pump Station / Secondary Bypass / MIPS Replacement

Preliminary Design

VALLEJO FLOOD & WASTEWATER DISTRICT

450 RYDER STREET

VALLEJO, CA 94590

Proposals Due

November 9, 2017 at 2:00 PM

Preliminary Meeting for all Consultants

October 9, 2017 at 1:00 PM

of 33

1. INTRODUCTION

Vallejo Flood & Wastewater District (Vallejo Wastewater) is seeking proposals to provide professional engineering design services to investigate alternatives and complete a preliminary design report for wastewater treatment plant improvements. See Section 7 -

Background Information of this request for existing conditions and desired project outcome. To provide additional background information Vallejo Wastewater Staff will be hosting

a preliminary project meeting for all interested consultants on October 9, 2017 at 1:00

PM at 450 Ryder Street in Vallejo, CA. (Due to space limitations it is appreciated if

interested firms limit their attendance to two individuals per firm. Firms remaining

interested following the October 9th meeting will have another opportunity to schedule

a follow-up meeting with Vallejo Wastewater staff to discuss the project in further

detail.)

This is a request for engineering consulting firms to submit written proposals, including scope and cost of services, for a preliminary design Task Order to evaluate project alternatives and determine the project scope, phasing and costs in a Preliminary Design Report (PDR). Following completion of the PDR, Vallejo Wastewater intends to move forward with a final design Task Order for the project [or portion(s)/phase(s) thereof].

Vallejo Wastewater staff will evaluate the proposals and may interview short-listed firm(s). One consultant will be selected.

Task Order #1 will include the first phase of the design which is a PDR. The PDR will consider project alternatives, define the improvements, estimate project costs for budgeting purposes, and determine project phasing based on the selected project and available construction budget. The deliverable for Task Order #1 will be a PDR recommending the scope of the project based on the evaluation of alternatives, determine phasing of the project, and estimate project costs. The PDR effort in Task Order #1 is the only work to be scoped and costed in response to this Request for Proposals.

2. SCHEDULE OF ACTIVITIES:

RFP release: September 28, 2017 Preliminary Meeting: October 9, 2017 @ 1:00 PM

Meeting with Vallejo Wastewater Staff: As scheduled in advance

Inquiry Deadline: Proposals Due: Review Completed: Interviews (if necessary): Award PDR Task Order: Preliminary Design: Final Design: Bid Advertise:Construction:

November 2, 2017 @ 2:00 PM November 9, 2017 @ 2:00 PM November 22, 2017 December 2017 January 9, 2018 January 10 – June 30, 2018 July 1 – December 31, 2018 January 2019March 2019 - June 2020

of 33

3. PRE-SUBMITTAL INQUIRIES AND POINT OF CONTACT:

A. Pre-Submittal technical inquiries shall be directed to Kyle Broughton [email protected], or (707) 651-7139.

B. Inquiries that result in an addendum to the RFP, will be emailed to each plan holder witha link to the addendum on our website. Consultants must include in their proposal, anacknowledgement of receipt of any and all addenda issued.

4. PROPOSAL SUBMISSION GUIDELINES:

A. Consultants shall submit five (6) paper copies and one (1) electronic copy (on a CD inPDF format) of their proposal. The proposal must be formatted in accordance with theinstructions of this RFP. Proposals must be enclosed in a sealed envelope or package,clearly marked: “2017-038-RFP-ENG- 3W Pump Station/Secondary Bypass/MIPSReplacement Project” and delivered to the District, Attn: Holly Charlety, at 450 RyderStreet, Vallejo, CA 94590.

B. Proposals received after the date and time specified shall not be considered. Facsimile,telephone, electronically transmitted, or verbal proposals will not be accepted.

C. Proposers are expected to examine all instructions included in this RFP. Failure to doso will be at the proposer’s risk.

D. All proposals shall be dated and signed by a representative authorized to enter intoagreements for the proposing consultant.

E. Expenses incurred in preparation of the proposal, site visits, or any other actions relatedto responding to this RFP shall be the responsibility of the consultant.

F. Upon Submittal to the District, all proposals, response inquiries, or correspondence

relating to or in reference to this RFP shall become the property of the District and is

subject to the Public Records Act.

a. Unless otherwise compelled by a court order the District will not disclose any

proposal while the District conducts its deliberative process in accordance with

the procedures identified in this RFP. However, after the District either awards

an agreement to a consultant, or the District rejects all proposals, the District

shall consider each proposal subject to the public disclosure requirements of the

California Public Records Act (California Government Code sections 6250, et

seq.), unless there is a legal exception to public disclosure.

b. If a consultant believes that any portion of its proposal is subject to a legal

exception to public disclosure, the consultant shall:

i. Clearly mark the relevant portions of its proposal “Confidential’; and

ii. Upon request from the District, identify the legal basis for exception from

disclosure under the Public Records Act; and

iii. Shall defend, indemnify, and hold harmless the District regarding any

claim by any third party for the public disclosure of the “Confidential”

portion of the qualifications submittal.

of 33

mailto:[email protected]

5. MODIFICATIONS OR WITHDRAWAL OF PROPOSALS:

A. A proposal that is in the possession of the District shall only be altered by letter or emailaddressed to [email protected] , bearing the signature of the consultant’s

authorized representative, provided it is received prior to the RFP submission deadline.B. A proposal that is in the possession of the District may be withdrawn by the proposer up

to the time of the deadline for submission of proposals.

6. AWARD AND AGREEMENT INFORMATION:

A. The District hereby notifies all proposers that it will affirmatively ensure that minoritybusiness enterprises will be afforded full opportunity to submit proposals in response tothis invitation, and that no proposer shall be discriminated against on the grounds of age,race, color, sex, religion, creek, national origin, marital status, political affiliation, ordisability.

B. The consultant agrees that should it be awarded an agreement, the consultant shall notdiscriminate against any person who performs work thereunder because of age, race,color, sex, religion, creed, national origin, marital status, political affiliation, or disability.

C. The District reserves the right to reject any or all proposals and to waive anyirregularities if deemed in the best interest of the District to do so. The District will selectthe consultant that is determined by the District to be the most qualified. The District willbe the sole judge in making such a determination.

D. The successful consultant will be required to enter into and sign an agreement with theDistrict which will be in effect for the duration of the agreement period. A sampleagreement is attached to this RFP as Attachment C.

E. Vallejo Wastewater will evaluate and review the proposals, conduct interviews (ifnecessary) and the top-ranked consultant team will be contacted to begin negotiations.The project fee proposal envelope will be opened by the District to determine the level ofeffort and cost identified for each task. If negotiations with the top-ranked consultant arenot successful, the second-ranked consultant team will be invited to enter intonegotiations for the contract, and so on. After award of the Task Order, the consultantwill be notified and required to execute a Task Order to complete the work.

7. BACKGROUND INFORMATION:

Existing Condition:

Vallejo Wastewater’s treatment plant treats approximately 12 MGD and 60 MGD in dry

and wet weather conditions, respectively. The treatment plant produces disinfected

secondary effluent in two (2) separate chlorine contact treatment trains, “B” and “C”,

each discharging to separate outfall locations from separate pump stations located

within the treatment plant.

Train “B” effluent is pumped to the Mare Island Strait outfall directly west of the

treatment plant from the Mare Island Pump Station (MIPS). The existing MIPS

pump station is beyond its useful life and scheduled for replacement.

Train “C” effluent is pumped to the Carquinez Strait outfall 2 miles south of the

treatment plant from the Carquinez Strait Pump Station. The existing Carquinez

of 33

mailto:[email protected]

pump station is reaching the end of its useful life and is scheduled for

rehabilitation/replacement.

The existing plant utility water (3W) pump station is located adjacent to, and is

supplied by/through chlorine contact tank “C”. The existing 3W pump station is

reaching the end of its useful life and is scheduled for rehabilitation/replacement.

The two outfalls are utilized separately, depending on seasonal operational modes and

permit requirements; one outfall is utilized during dry weather conditions, both in wet

weather conditions. The preferred operational scenario is to utilize the Mare Island Strait

outfall when one outfall is being used due to energy savings associated with pumping

(the Mare Island outfall is adjacent to the treatment plant, the Carquinez Strait outfall is 2

miles away).

Effluent flow is not metered; it is calculated based on plant influent flow and onsite 3W

use.

The treatment plant has no means to prevent non-permit compliant effluent discharges

to receiving waters if the treatment process is disturbed. Currently, when the treatment

process is disturbed, the only means to stop effluent discharge is to shut down the

headworks and surcharge the collection system upstream of the plant; this method is not

feasible during wet weather high flow conditions.

During storm events plant influent flow can exceed plant treatment capacity; in such

cases excess influent is conveyed to the 9 million gallon Ryder Street Basin where it is

held for later treatment. The basin is constructed with an overflow weir that directly

discharges plant influent to the Mare Island Strait when plant influent exceeds both

treatment plant capacity and the basin’s storage volume.

of 33

Desired Outcome:

Vallejo Wastewater intends to investigate alternatives and costs to:

Replace and relocate MIPS; investigate feasibility and alternatives to combine

both effluent pump stations (MIPS and Carquinez Strait Pump Station).

Implement piping additions/changes, interties and valve additions such that each

chlorination contract train “B” and “C” can discharge to either outfall.

Implement piping additions such that non-permit compliant effluent from either

train can be conveyed to the Ryder Street Basin until treatment process

disruptions can be corrected, and the non-permit compliant effluent can be

recycled into the treatment process instead of discharged to the outfall(s).

Provide metering of effluent flows to both outfalls.

Install a (N) 3W pump station, or modify the existing 3W pump station, such that

it can be supplied by both chlorine contact trains “B” and “C”.

Investigate the feasibility and cost to decommission existing chlorine contact tank

“B” and construct a replacement chlorine contact basin in closer proximity to

chlorine contact tank “C” and the existing 3W pump station, allowing the 3W

pump station to be supplied by either chlorine contact tank.

of 33

8. AVAILABLE DOCUMENTS:

Wastewater Treatment Plant Record Drawings will be provided to those in attendance at the

October 9, 2017 Preliminary Meeting

9. PROPOSAL FORMAT AND CONTENT:

In order to facilitate the evaluation of the proposals, consultants shall format their proposalsusing the following sections. Failure to include the requested information in the requestedformat may result in a determination that the proposal is non-responsive. The attachmentscontained in this RFP, table of contents, and tabs are not included toward the page maximum.

A. STATEMENT OF RESPONSIBILITY (SIGNATURE PAGE) – ATTACHMENT A Fill out and include Attachment A found in the RFP as an appendix

B. CERTIFICATE OF NON-COLLUSION – ATTACHMENT B Fill out and include Attachment B found in the RFP as an appendix

C. COVER LETTER – 2 page maximum.

Transmittal letter for the proposal and expression of interest in the project. The letter must be signed by the company officer(s) empowered to bind the firm, with the title of each (e.g., president, general partner).

D. ORGANIZATION AND STAFFING OF THE TEAM – 3 pages maximum (excluding resumes), including a team and staff organization chart.

The prime consultant and key subconsultants shall be clearly identified. The consultant’s complete name, business address, telephone number and website URL and the name and telephone number of the person the District should contact regarding the proposal. The project manager for this project should be clearly identified. Include resumes of any key project personnel or sub-consultant personnel (no more than 2 pages per resume) in an appendix to the proposal. This section should clearly define the roles and responsibilities of each team member listed in the organization chart. Describe the key team member’s experience, emphasizing experience with similar projects.

E. PROJECT APPROACH – 6 pages maximum.

Include a description of the key project elements/goals and how the proposed approach will manage the project expertly and in an efficient manner. Identify challenges that might be expected and possible solutions to resolving those challenges. The project approach should reference milestones in the project schedule. This section must also describe the consultant’s QA/QC review process.

F. DETAILED PROJECT SCOPE – 4 pages maximum.

The Consultant shall describe the scope of work and deliverables for each task that is part of Task Order #1. The scope of work shall reflect the cost estimate included in the separate sealed envelope and the schedule included in the consultant’s proposal.

of 33

G. PROJECT SCHEDULE AND MANAGEMENT PLAN – 3 pages maximum.

The consultant shall provide a summary of milestones, constraints, and challenges and should clearly demonstrate the ability to complete the project within the proposed schedule. The consultant should describe a management plan to ensure coordination with all participants and that the project milestones are met.

H. PROJECT TEAM RESOURCE TABLE – 1 page maximum

A resource table reflecting the proposed resources for performing the work based on the project schedule shall be provided. For each month of work, the hours for each member of the project team (including subconsultants) shall be indicated in percentage of a “full time employee” (based on 160 hours per work month). Refer to sample table below.

I. EXCEPTIONS Please include a statement regarding exceptions to the sample contract. If no exceptions are included, the District will expect the Consultant will be able to sign the District’s contract and provide the required insurance and indemnification.

10. FORMAT OF COST PROPOSAL:

The consultant must itemize all costs, including per hour costs, directs costs, chargeable to the

District as described in this Section, in the separate Cost proposal, labeled “Cost Proposal”

The cost proposal shall be for Task Order #1 only and shall include for each of the major tasks:

personnel; estimated labor hours; and hourly rates for each member of the project team; project

expenses; sub-consultant costs; and total costs.

The cost proposal will not be opened until after each consultant’s proposal has been carefully

reviewed, interviews conducted (if required), and the consultant team deemed most qualified

has been selected. Only the cost proposal for the selected consultant team will be opened

and will form the basis of negotiations for the Task Order.

of 33

The District reserves the right to reject any proposals and to accept the proposal or

proposals which in its sole and absolute judgment shall, under all circumstances, best serve

the interests of the District.

Vallejo Wastewater may require the consultant to submit additional data or information it

deems necessary to substantiate the costs presented by the consultant. The District may

also require the consultant to revise one or more elements of its proposal in accordance with

contract negotiations.

11. SELECTION PROCESS, CRITERIA AND SCORING

The District will have a Selection Committee for the evaluation of proposals. The selection ofa consultant and subsequent award will be based on the criteria contained in this RFP, andas demonstrated in the submitted proposal. Consultants should submit informationsufficient for the District to easily evaluate proposals with respect to the selection criteria.The absence of required information shall cause the proposal to be deemed non-responsiveand shall be cause for rejection.

Proposals will be scored on the following selection criteria:

SELECTION CRITERIA MAXIMUM POINTS

Organization and Staffing 25

Project Approach 35

Project Scope 20

Project Schedule and management plan 10

Team Resource Table 10

Total Points Possible 100

12. AGREEMENT:

A. Time is of the essence in awarding the agreement. The District reserves the right to

cancel any intent to award and proceed to the next consultant if the selected consultant

has not signed the agreement within two (2) weeks after the notification of intent to

award.

B. Execution of Contract

a. Upon the selection of a consultant and successful cost negotiations, the District

will prepare and submit an agreement to the successful consultant for signature.

(See sample agreement, as Attachment C, which contains required contractual

language.) In the event that the successful consultant fails, neglects or refuses

to execute the agreement within two (2) weeks after receiving a copy of the

agreement from the District, District may at its option terminate and cancel its

action in awarding the agreement and the agreement shall become null and void

and of no effect.

b. Incorporated by reference into the agreement which is to be entered into by the

District and the successful Consultant pursuant to this proposal will be (a) all of

the information presented in or with this proposal and the Consultant’s response

of 33

thereto, and (b) all written communications between the District and the

successful Consultant.

13. REJECTION OF PROPOSALS:

The RFP does not commit the District to award an agreement, to pay any costs incurred in

the preparation of the proposal to this request, or to procure or contract for services or

supplies. The District reserves the right to accept or reject any or all proposals received as

a result of this request, to negotiate with any qualified source, or to cancel the RFP in part or

in its entirety, if it is in the best interest of the District to do so. The District may require the

proposer selected to participate in negotiations, and to submit such proposal as may result

from negotiation.

Any proposal submitted during this RFP process becomes the property of the District. The

District will not be liable for nor pay costs incurred by the respondent in the preparation of a

response to this RFP or any other costs involved including travel.

14. GENERAL CONDITIONS:

While the intent of the District is to award the agreement to the selected consultant, it

reserves the right to both either withdraw and/or not award an agreement at any time it so

desires. Costs incurred in the preparation of response to this RFP will not be reimbursed.

Limitations

1) The District has the authority to terminate the agreement upon written notice to the

consultant at any time during the period of the project if the District finds that the

consultant’s performance is not satisfactory.

15. LIST OF ATTACHMENTS:

Attachment A - Statement of Responsibility (signature page)

Attachment B - Certificate of Non-collusion

Attachment C - Sample Agreement for Professional Services

Attachment D – Insurance Requirements

of 33

ATTACHMENT A

STATEMENT OF RESPONSIBILITY (SIGNATURE PAGE)

This Statement of Responsibility (Signature Page) shall be included with your submittal in order to validate your proposal. Proposals submitted without this page will be deemed non-responsive.

Consultant Authorized Representative

Company Name: ________________________________________ Date: ____________

Representative: __________________________________________________________

Title: __________________________________________________________

Phone: __________________________________________________________

Address: __________________________________________________________

Federal Tax ID: __________________________________________________________

RFP Contact Information (if different than above)

Contact Person: __________________________________________________________

Title: __________________________________________________________

Phone: __________________________________________________________

Email Address: __________________________________________________________

Certifications:

1. Do you agree to comply with specifications, RFP instructions, draft contract requirementsand other pertinent references contained in this RFP?

□ YES □ NO

2. Do you agree that the proposal will stand firm and will not be withdrawn for a period of 120days after the proposal is opened?

□ YES □ NO

3. Do you certify that all statements in the proposal are true? This shall constitute awarranty, which if falsified, shall entitle the District to pursue any remedy authorized

of 33

by law, and shall include the right, at the option of the District, of declaring any agreement made as a result thereof to be void.

□ YES □ NO

4. Do you agree to provide the District with any other information the Districtdetermines is necessary for accurate determination of your qualifications to provideservices?

□ YES □ NO

5. Do you agree that the proposal amount includes all costs incident to the proposedcontract?

□ YES □ NO

6. Do you acknowledge receipt of any and all addenda issued for this RFP?

□ YES □ Not Applicable (No Addenda Issued)

Please list all addenda received:

___________________________

___________________________

___________________________

___________________________

___________________________

To the best of my knowledge and belief, the information provided in this initial determination of responsibilities is true and correct.

Authorized Representative: _______________________________________________ (printed name)

Signature: ____________________________________________________

Date: ____________________________________________________

of 33

ATTACHMENT B

CERTIFICATE OF NON-COLLUSION

The undersigned certifies, under penalty of perjury, that this proposal has been made in good

faith and without collusion or fraud with any other person. As used in this certifications, the

word “person” shall mean any natural person, business, partnership, corporation, union,

committee, club, or other organization, entity, or group of individuals.

___________________________________

Name of Proposer

___________________________________

Signature of Authorized Representative

___________________________________

Date

of 33

ATTACHEMENT C 1

AGREEMENT FOR PROFESSIONAL SERVICES 2

(specific project) (with construction risk) 3

4

BETWEEN VALLEJO SANITATION AND FLOOD CONTROL DISTRICT 5

6

AND 7

8

XXXXXX 9

10

This Agreement for Professional Services (“Agreement”) is entered into this XXth 11

day of XXXX, 20XX, by and between Vallejo Sanitation and Flood Control District, 450 12

Ryder Street, Vallejo, CA, hereinafter called "District," and XXXXXX, a California 13

[corporation] [general partnership] [limited partnership] [limited liability company] [sole 14

proprietorship], hereinafter called "Provider." This Agreement is entered into and is to be 15

performed in Solano County, California. 16

District has undertaken the XX project and has selected Provider to provide 17

professional services in connection with said project. 18

IT IS AGREED AS FOLLOWS: 19

ARTICLE 1. - EMPLOYMENT 20

District does hereby retain Provider as an independent contractor for professional 21

services, upon the terms and conditions set forth in this Agreement. Provider shall 22

perform its services and duties in conformance to and consistent with the standards 23

generally recognized as being employed by professionals in Providers’ field of expertise 24

in California. Without limiting the foregoing, Provider shall be responsible for the 25

compliance of Provider’s work product with all applicable building codes and other 26

applicable state, federal and local statues, ordinances and regulations. 27

ARTICLE 2. - SCOPE OF WORK AND CHANGES 28

of 33

Provider will perform the services described in Exhibit “A,” attached hereto and 29

incorporated herein by this reference, subject to the satisfaction of the District Manager. 30

Provider agrees to provide all labor, materials, tools, equipment, transportation, services 31

and other items necessary to complete the work. District, without invalidating this 32

Agreement, may order changes in the work within the general scope of this Agreement 33

consisting of additions, deletions and other revisions, and the Provider’s compensation 34

and the contract time shall be adjusted accordingly. All such changes shall be authorized 35

in writing by District, and shall be undertaken by Provider only upon direction in writing 36

from District and after such changes and the charges or credits therefor, or the method 37

of calculating such charges or credits, have been approved by the District and a 38

memorandum thereof signed by District and Provider. The cost or credit to District 39

resulting from changes in the work shall be determined in accordance with the bid(s), firm 40

price quotation(s) amounts, fees and/or rates set forth in Exhibit “B.” If none of the 41

methods set forth in Exhibit “B” are applicable to the changes, the cost or credit to District 42

shall be determined by mutual agreement in writing. 43

ARTICLE 3. – REVIEW AND INVESTIGATION BY PROVIDER 44

Provider has reviewed the work to be provided and has made its own investigation 45

of the work and the physical characteristics of the work site. Provider has determined that 46

it has sufficient information to enter into this Agreement and to perform the work. Provider 47

agrees and acknowledges that district has made no representations or warranties 48

concerning the work to be provided and that Provider has relied solely upon its own review 49

and investigation in entering into this Agreement. 50

ARTICLE 4. – SCHEDULE 51

of 33

Provider will at all times diligently prosecute the work on all tasks of this 52

Agreement. Provider shall not commence performance of services hereunder until 53

receipt of written notice to proceed. Any actions taken before such written notice are at 54

Provider's sole risk. [Add completion date, milestone dates, penalties for late 55

performance, etc., if applicable.] 56

ARTICLE 5. - COMPENSATION 57

Compensation for work hereunder shall be based on [the hourly rates of Provider's 58

personnel and equipment assigned to the project and the actual hours required, plus 59

actual and necessary expenses] [or other method such as fixed price]. Billing rates and 60

conditions shall be as set forth in Exhibit “B.” Provider shall not be paid more than the 61

total sum of $** for work under this Agreement without the prior written authorization of 62

District. 63

ARTICLE 6. – COMPLIANCE WITH LAWS 64

Provider shall have full and exclusive responsibility for compliance with all federal, 65

state and local requirements pertinent to its employees, methods and procedures in 66

connection with the work under this Agreement. Provider shall submit to District a 67

completed Internal Revenue Service, Department of the Treasury form W-9 (Request for 68

Taxpayer Identification Number and Certification) before commencing work under this 69

Agreement. 70

ARTICLE 7. – ASSIGNMENT AND SUBCONTRACTING 71

This Agreement shall not be assigned by either party, nor may Provider 72

subcontract any portion of the work hereunder, without first obtaining the written consent 73

of the other party. 74

of 33

ARTICLE 8. – TERMINATION AND COMPENSATION UPON TERMINATION 75

Unless earlier terminated as provided below, this Agreement shall terminate upon 76

completion and acceptance by District of all professional services required by the Scope 77

of Work, Article 2 hereof. Acceptance of Provider’s work by District shall not operate as a 78

waiver or release as to any matters that are within Provider’s duties and obligations under 79

this Agreement. Upon termination of this Agreement, whether by way of District’s 80

acceptance of Provider’s services, for the convenience of District, or because of default, 81

the insurance and indemnity obligations of Provider as described in Articles 13 82

(Indemnity) and 14 (Insurance) hereof, as well as the terms of any warranties given by 83

Provider, and the provisions of Articles 9 (Claims) and 10 (Legal Fees) hereof, shall 84

continue in full force and effect. Upon termination, Provider shall, without delay, deliver to 85

District all documents and materials prepared or obtained in the performance of this 86

Agreement. 87

If District decides to abandon or indefinitely postpone the work or services 88

contemplated by this Agreement, District may terminate this Agreement upon written 89

notice to Provider. In such case Provider shall be paid for services satisfactorily rendered 90

prior to the termination, and the reasonable cost of assembling the required materials and 91

documents for delivery to District. 92

Either party may terminate this Agreement in the event of a substantial failure by 93

the other party to fulfill its obligations hereunder; provided, however, that the party alleged 94

to be in default shall be given an opportunity to cure the default as provided below. Notice 95

of intent to terminate shall be in writing and shall be given as provided in Article 18. The 96

notice shall describe the reasons for the intended termination. This Agreement shall not 97

of 33

be terminated if the party alleged to be in default gives written notice of its intent to cure 98

the default within five (5) days after service of the notice of intended termination, and, in 99

addition, fully cures the default within fifteen (15) days after service of the notice of 100

intended termination. 101

Upon termination of this Agreement for default by either party, the parties will 102

attempt to negotiate an equitable adjustment in the price provided for in this Agreement. 103

In the case of default by Provider, Provider shall only be allowed, or, if the dispute goes 104

to arbitration, awarded, payment for services satisfactorily rendered prior to the 105

termination, and Provider shall be charged the difference between District’s costs to 106

correct and complete the work described in Exhibit “A” and the amount that District would 107

have paid to Provider if Provider had completed the work. District may recover such costs 108

of correcting and completing the work whether or not, at the time of the arbitration, the 109

work has actually been corrected and/or completed. In the case of default by District, 110

Provider shall only be allowed, or, if the dispute goes to arbitration, awarded, payment for 111

services satisfactorily rendered prior to the termination, costs reasonably and necessarily 112

incurred by Provider arising out of obligations and commitments undertaken by Provider 113

as a result of entering into this Agreement, and the reasonable cost of assembling the 114

required materials and documents for delivery to District. In no case, regardless of fault, 115

shall Provider be allowed or awarded amounts for anticipated profit, unperformed 116

services, or indirect costs such as overhead. 117

Nothing in the immediately preceding paragraph shall limit the parties’ rights 118

and remedies with regard to claims (1) for damages for death or bodily injury to persons, 119

injury to property, or other loss, arising out of negligence or professional liability, or (2) 120

of 33

under the Workers’ Compensation laws, or (3) for breach of warranty, and nothing in this 121

Agreement shall waive or abrogate the provisions of the California Government Code 122

regarding claims against public entities. 123

ARTICLE 9. - CLAIMS 124

Any controversy or claim arising out of or relating to this Agreement, or the breach 125

thereof, shall be decided by arbitration administered by the American Arbitration 126

Association under its Construction Industry Arbitration Rules, and judgment on the award 127

rendered by the arbitrator may be entered in any court having jurisdiction thereof. The 128

arbitration shall be held in Solano County, California, unless the parties mutually agree in 129

writing to a different location. The case shall be heard and decided by a single arbitrator, 130

who shall render a reasoned award setting forth the legal, contractual and technical bases 131

thereof. 132

ARTICLE 10. - LEGAL FEES 133

In any arbitration or legal proceedings in connection with this Agreement (including 134

a petition to cause judgment to be entered upon an arbitration award) brought by either 135

party against the other to enforce any of the obligations hereunder or arising out of any 136

dispute concerning the terms and conditions of this Agreement, the losing party shall pay 137

the prevailing party such reasonable amounts for attorneys’ fees, costs of litigation and 138

other reasonable and necessary expenses incurred by the prevailing party in preparing 139

and presenting its case, as may be set by the arbitrator or by the court. 140

ARTICLE 11. - INTEGRATION 141

This Agreement and the attachments hereto represent the entire understanding 142

between District and Provider as to those matters contained herein. No prior or 143

of 33

contemporaneous oral or written statement or understanding shall be of any force or 144

effect with respect to those matters covered hereunder. This Agreement may not be 145

modified or altered except in a writing signed by both District and Provider. In case of 146

inconsistency between this Agreement and the attachments and exhibits hereto, the 147

terms of this Agreement shall govern. Without limiting the generality of the foregoing, no 148

limitation of liability provision contained in the attachments or exhibits hereto shall be valid 149

or binding, unless it is separately signed or initialed by both District and Provider. 150

ARTICLE 12. - PROJECT MANAGER 151

Provider designates XXX who shall be responsible for the performance of the work 152

and for all matters relating to this Agreement. 153

Provider shall not replace the aforesaid individual without the consent of and prior 154

written approval of District, provided that such approval shall not be unreasonably 155

withheld and provided the person originally designated by Provider remain in the active 156

employ of Provider. 157

ARTICLE 13. – INDEMNITY 158

Provider agrees to indemnify, including the cost to defend, District and its officers, 159

agents and employees, from and against any and all claims, demands, costs or liability 160

that arise out of, or pertain to, or relate to the negligence, recklessness, or willful 161

misconduct of Provider and its agents and subcontractors in the performance of services 162

under this contract; however, this indemnity does not apply to liability 1) for damages for 163

death or bodily injury to persons, injury to property, or other loss, arising from the sole 164

negligence or willful misconduct of District, or District’s agents or independent contractors 165

of 33

who are directly responsible to the District, or for defects in design furnished by those 166

persons, or 2) to the extent caused by the active negligence of District. 167

ARTICLE 14. - INSURANCE REQUIREMENTS FOR PROVIDER 168

Provider shall procure and maintain for the duration of the contract insurance 169

against claims for death or injuries to persons or damages to property that may arise from 170

or in connection with the performance of the work hereunder by the Provider, its agents, 171

representatives, or employees. Provider shall include all approved subcontractors as 172

insureds under its policies or shall furnish separate evidence of coverage and 173

endorsements for each subcontractor. All coverage for approved subcontractors shall be 174

subject to all of the requirements stated herein. With respect to General Liability and 175

Errors and Omissions, coverage shall be maintained for a period of ten (10) years after 176

contract completion. 177

Minimum Scope of Insurance 178

Coverage shall be at least as broad as: 179

1. Insurance Services Office Commercial General Liability coverage (occurrence 180

Form CG 00 01). 181

2. Insurance Services Office Form Number CA 00 01 covering Automobile Liability, 182

Code 1 (any auto). 183

3. Workers’ Compensation insurance as required by the State of California and 184

Employer’s Liability Insurance. 185

4. Errors and Omissions Liability insurance appropriate to the Provider’s profession. 186

5. Builder’s Risk (Course of Construction) insurance covering all risks of loss less 187

policy exclusions. 188

of 33

Minimum Limits of Insurance 189

Provider shall maintain limits no less than: 190

General Liability (including operations, products and completed operations, as 191

applicable): 192

$2,000,000 per occurrence for bodily injury, personal injury, and property damage; plus 193

$3,000,000 Excess/Umbrellas Liability Coverage. If Commercial General Liability 194

insurance or other form with a general aggregate limit is used, either the general 195

aggregate limit shall apply separately to this project/location or the general aggregate limit 196

shall be twice the required occurrence limit. 197

Automobile Liability: 198

$2,000,000 per accident for bodily injury and property damage. 199

Worker’s Compensation: 200

As required by the State of California. 201

Employer’s Liability: 202

$1,000,000 per accident for bodily injury or disease. 203

Errors and Omissions Liability: 204

$2,000,000 per occurrence. 205

Builder’s Risk: 206

Completed Value of the project with no coinsurance penalty provisions. 207

If Provider maintains higher limits than the minimums shown above, District shall be 208

entitled to coverage for the higher limits maintained by Provider. 209

of 33

Deductibles and Self-Insured Retentions 210

Any deductibles or self-insured retentions must be declared to and approved by District. 211

At the option of District, either: the insurer shall reduce or eliminate such deductibles or 212

self-insured retentions as respects the District, its officers, trustees, officials, employees 213

and volunteers; or Provider shall provide a financial guarantee satisfactory to District 214

guaranteeing payment of losses and related investigations, claim administration, and 215

defense expenses. 216

Other Insurance Provisions 217

A. The commercial general liability and automobile liability policies shall contain, or 218

be endorsed to contain, the following provisions: 219

1. The District, its officers, trustees, officials, employees and volunteers shall 220

be covered as additional insureds as respects: liability arising out of work or operations 221

performed by or on behalf of Provider; and automobiles owned, leased, hired or borrowed 222

by Provider. 223

2. For any claims related to this project, Provider’s insurance coverage shall 224

be primary insurance as respects the District, its officers, trustees, officials, employees, 225

and volunteers. Any insurance or self-insurance maintained by District, its officers, 226

trustees, officials, employees or volunteers shall be excess of Provider’s insurance and 227

shall not contribute with it. 228

3. The inclusion of more than one insured shall not operate to impair the right 229

of one insured against another insured, and the coverage afforded by the policy shall 230

apply as though separate policies had been issued to each insured. 231

of 33

4. The referenced policies do not exclude explosion, collapse, underground 232

excavation hazards, or removal of lateral support. 233

5. Each insurance policy required by this Agreement shall be endorsed to state 234

that coverage shall not be canceled by the insurer or Provider, except after thirty (30) 235

days’ prior written notice by certified mail, return receipt requested, has been given to 236

District and subsequent coverage reviewed and accepted by the District is provided by 237

Provider. 238

6. Coverage shall not extend to any indemnity coverage for the active 239

negligence of the additional insured in any case where an agreement to indemnify the 240

additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil 241

Code. 242

7. If the services involve lead-based paint or asbestos 243

identification/remediation, the Contractors Pollution Liability policy shall not contain lead-244

based paint or asbestos exclusions. If the services involve mold 245

identification/remediation, the Contractors Pollution Liability policy shall not contain a 246

mold exclusion and the definition of “Pollution” shall include microbial matter including 247

mold. 248

B. If General Liability, Contractors Pollution Liability, Asbestos Pollution Liability 249

and/or Errors and Omissions coverages are written on a claims-made form: 250

1. The retroactive date must be shown, and must be before the date of this 251

Agreement the beginning of contract work. 252

2. Insurance must be maintained and evidence of insurance must be provided 253

for at least ten (10) years after completion of the contract work. 254

of 33

3. If coverage is canceled or non-renewed, and not replaced with another 255

claims-made policy form with a retroactive date prior to the contract effective date, 256

Provider must purchase extended period coverage for a minimum of ten (10) years after 257

completion of contract work. 258

4. A copy of the claims reporting requirements must be submitted to the 259

District for review. 260

261

Acceptability of Insurers 262

Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than 263

A: VII. Exception may be made for the State Compensation Insurance Fund when not 264

specifically rated. 265

Verification of Coverage 266

Provider shall furnish District with original certificates and endorsements effecting 267

coverage required by this Article. General Liability coverage shall be provided in the form 268

of an Additional Insured endorsement (CG 20 10 11 85 or equivalent) to Provider’s 269

insurance policy, or as a separate owner’s policy. All certificates and endorsements shall 270

be received and approved by District before work commences; failure to do so, however, 271

shall not operate as a waiver of these insurance requirements. District reserves the right 272

to require complete, certified copies of all required insurance policies, including 273

endorsements effecting the coverage required by these specifications at any time. 274

Waiver of Subrogation 275

of 33

Provider hereby agrees to waive subrogation which any insurer of Provider may acquire 276

from Provider by virtue of the payment of any loss. Provider agrees to obtain any 277

endorsement that may be necessary to effect this waiver of subrogation. 278

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation 279

in favor of District for all work performed by Provider, its employees, agents and 280

subcontractors. 281

Subcontractors 282

Provider shall require and verify that all approved subcontractors maintain insurance 283

meeting all the requirements stated herein. 284

Event of Claim 285

Provider shall pay any deductible amount in the event there is a claim for which the insurer 286

is responsible. Provider’s indemnification obligation shall apply regardless of whether 287

Provider pays or the Provider’s insurance carrier pays the deductible amount. 288

ARTICLE 15. - OWNERSHIP OF WORK PRODUCT 289

All work product prepared by Provider pursuant to this Agreement shall become 290

the property of District. The work under this Agreement is work made for hire. Such work 291

product is not intended or represented to be suitable for reuse by District or others on 292

extensions of the services provided for the intended project or for any other project. Any 293

reuse without written permission, or without specific certification or adaptation by Provider 294

for a specific purpose, will be at District's sole risk and without liability to Provider. Any 295

such certification or adaptation will entitle Provider to further compensation at rates to be 296

agreed upon by District and Provider. 297

ARTICLE 16. – ADDITIONAL PROVISIONS FOR CONTRACTS WITH DESIGN 298

of 33

PROFESSIONALS 299

This Article applies only to contracts between the District and architects and 300

engineers, for the design of public works and facilities. 301

It shall be the duty and obligation of Provider under this Agreement to prepare 302

design documents free from defects. 303

Provider has no control over the cost of labor, materials, equipment or services 304

furnished by others who are not subcontractors to Provider, or over a contractor's 305

methods of determining prices or other competitive bidding or market conditions or safety 306

conditions, practices or omissions on the site. Any cost estimates provided by Provider 307

will be made on the basis of its experience and judgment. Provider cannot and does not 308

guarantee that proposals, bids, or actual project construction costs will not vary from cost 309

estimates prepared by Provider. 310

Provider will not be responsible for means, methods, techniques, sequences, or 311

procedures of construction selected by construction contractors for the project or the 312

safety precautions and programs incident to the work of such contractors, and will not be 313

responsible for a contractor's failure to carry out work in accordance with the contract 314

documents. 315

Both District and Provider shall be named as additional primary insureds on the 316

project contractor's General Liability and Builders All Risk Insurance policies without 317

offset, and all construction documents and insurance certificates shall include wording 318

acceptable to the parties hereto with references to such provisions. 319

of 33

ARTICLE 17. – PREVAILING WAGES 320

This Article applies only if District and Provider have separately initialed it 321

in the space provided at the end of this Article 17. 322

In no case shall Provider pay its workers less than the general prevailing rate of 323

per-diem wages for work of a similar character in the locality in which the work is 324

performed. Copies of the prevailing rates of per-diem wages for each craft, classification, 325

or type of worker needed to execute this Agreement are on file in the District’s office. 326

Provider shall keep certified payroll records meeting all the requirements of California 327

Labor Code section 1776, and shall maintain and make the certified payroll records 328

available for inspection as provided in section 1776. 329

330

District Provider 331

332

By:________ By:________ 333

334

ARTICLE 18. – NOTICES 335

Any notices required by this Agreement or arising hereunder shall be in writing and 336

shall be personally served on an officer or managing employee of the other party, or sent 337

by certified mail, return receipt requested, to the following addresses, or such other 338

addresses as the respective parties may hereafter designate in writing: 339

To the District: To the Provider: 340

341

Melissa Morton XXXX 342

District Manager 343

Vallejo Sanitation and 344

Flood Control District 345

of 33

450 Ryder Street 346

Vallejo, CA 94590 347

348

349

350

Notices sent by certified mail shall be considered served three days after they are 351

postmarked. 352

ARTICLE 19. – BINDING ON SUCCESSORS 353

354

This Agreement shall inure to the benefit of and shall be binding upon the parties 355

hereto and their heirs, executors, administrators, successors and assigns. 356

ARTICLE 20. – WARRANTY OF AUTHORITY 357

Each person signing this agreement on behalf of a party to this Agreement 358

warrants that he or she has full authority to execute this Agreement on behalf of such 359

party and to bind the party to all the terms contained herein, and agrees that he or she 360

shall defend, indemnify and hold all others parties to this Agreement harmless from any 361

liability, costs and expenses incurred if this warranty is not true or if he or she does not 362

have the authority. 363

ARTICLE 21. – CONFIDENTIAL INFORMATION 364

Provider acknowledges that information transmitted by the District, constitutes 365

confidential information. Provider agrees to receive and maintain the confidential 366

information in confidence. Provider will not use the confidential information for its own 367

benefit or disclose it or otherwise make it available to third parties. Provider will take 368

reasonable steps to ensure that its subcontractors, employees, representatives and 369

agents comply with this provision. 370

ARTICLE 22. – SIGNATURES 371

This Agreement may be signed in counterparts, all of which together shall be 372

of 33

considered one and the same Agreement. Signatures transmitted by facsimile or e-mail 373

shall be valid and binding, however, either party shall, upon request, promptly provide an 374

original signature as well. 375

376

VALLEJO SANITATION AND XXXXX 377

FLOOD CONTROL DISTRICT 378

379

380

BY: __________________________ BY: ____________________________ 381

Melissa Morton, Manager (Name, Title) 382

383

384

Date: _________________________ Date: ___________________________ 385

386

387

ATTEST: ______________________ 388

Holly M. Charléty, District Clerk 389

390

391 This agreement was only altered for scope and provider__________ 392 393

of 33

H:\DIRECTOR COORESPONDENCE\Insurance & Indemnification Language\2010 I & I Language\Ins Req for Prof & On-call Prof.Consultants 2010.DOC June 2010

Attachment DVALLEJO SANITATION & FLOOD CONTROL DISTRICT

Insurance and Indemnification Requirements for Professional Consultants

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

Minimum Scope of Insurance Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrenceForm CG 00 01).

2. Insurance Services Office Form Number CA 00 01 covering AutomobileLiability, Code 1 (any auto).

3. Workers’ Compensation insurance as required by the State of California andEmployer’s Liability Insurance.

4. Errors & Omissions Liability insurance appropriate to the Consultant’sprofession. Architects’ and Engineers’ coverage shall be endorsed to includecontractual liability.

Minimum Limits of Insurance Consultant shall maintain limits no less than:

1. General Liability:(Including operations, products andcompleted operations, asapplicable.)

2. Automobile Liability:

3. Employer’s Liability:

4. Errors & Omissions Liability:

5. Contractor’s Pollution Liabilityand/or Asbestos Pollution Liability(if applicable):

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

per accident for bodily injury and property damage.

each accident, $1,000,000 policy limit for bodily injury by disease, $1,000,000 each employee for bodily injury by disease.

per occurrence.

each occurrence/$2,000,000 policy aggregate

of 33

H:\DIRECTOR COORESPONDENCE\Insurance & Indemnification Language\2010 I & I Language\Ins Req for Prof &

4. A copy of the claims reporting requirements must be submitted to the District for review.

On-call Prof.Consultants 2010.DOC June 2010

g payment of losses and related investigations, claim administration and defense xpenses.

omobile Liability policies shall contain, or be endorsed to contain, the following provisions:

Th e Liability policies shall contain, or be endorsed to

ed as

rts

olicy.

and

volunteers shall be excess of the Contractor’s insurance

by the policy shall apply as

ter thirty (30) days’

dditional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

Pollution Liability and/or rrors & Omissions coverages are written on a claims-made form:

shown, and must be before the date of the contract or the

nce must be provided for at least ten

period coverage for a minimum of ten (10) years after

Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the District. At the option of the District, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the District, its officers, trustees, officials, employees and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the District guaranteeine Other Insurance Provisions The Commercial General Liability and Aut

e General Liability and Automobilcontain, the following provisions: 1. The District, its officers, trustees, officials, employees and volunteers shall be cover

insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, paor equipment furnished in connection with such work or operations. General Liability coverage shall be provided in the form of an Additional Insured endorsement (CG 20 10 11 85 or equivalent) to the contractor’s insurance policy, or as a separate owner’s p

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the District, its officers, trustees, officials, employees,volunteers. Any insurance or self-insurance maintained by the District, its officers, trustees, officials, employees, orand shall not contribute with it.

3. The inclusion of more than one insured shall not operate to impair the right of one insured against another insured, and the coverage affordedthough separate policies had been issued to each insured.

4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either the Contractor or the insurer, except afprior written notice has been provided to the District.

5. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the a

If General Liability, Contractors Pollution Liability and/or AsbestosE

1. The retroactive date must bebeginning of contract work.

2. Insurance must be maintained and evidence of insura(10) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Consultant must purchase an extended completion of contract work.

of 33

H:\DIRECTOR COORESPONDENCE\Insurance & Indemnification Language\2010 I & I Language\Ins Req for Prof & On-call Prof.Consultants 2010.DOC June 2010

remediation, the ContractorsPollution Liability policy shall not contain a mold exclusion and the definition of

clude microbial matter including mold.

a current A.M. Best’s rating of no less than A:VII, nless otherwise acceptable to the District. Exception may be made for the State Compensation

specifically rated.

ll

s,

or set

same upon Contractor’s payment of $150.00 per non-ompliant endorsement submitted. District may, in its sole discretion, accept or reject any

ant endorsement.

ontractor shall require and verify that all subcontractors maintain insurance meeting all the in.

The Workers’ ompensation policy shall be endorsed with a waiver of subrogation in favor of the District for

rformed by the Consultant, its employees, agents and subcontractors.

d or

y

caused by the active negligence

of District. Contractor’s obligation to indemnify District shall survive the completion and/or termination of this project to the fullest extent allowed by law.

5. If the services involve lead-based paint or asbestos identification/remediation, theContractors Pollution Liability policy shall not contain lead-based paint or asbestosexclusions. If the services involve mold identification/

“Pollution” shall in

Acceptability of Insurers Insurance shall be placed with insurers withuInsurance Fund when not

Verification of Coverage Consultant shall furnish the District with original certificates and amendatory endorsements effecting coverage required by these specifications. The endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General Liability coverage shabe provided in the form of an Additional Insured endorsement (CG 20 10/11/85 or equivalent) tothe Consultant’s insurance policy, or as a separate owner’s policy. All endorsements shall be received and approved by the District before work commences. However, failure to do so shall not operate as a waiver of these insurance requirements. As an alternative to the District’s formthe Consultant’s insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. If Contractwishes to submit any endorsements that do not strictly comply with District’s requirements asforth above, District will review thecsuch non-compli

Subcontractors Crequirements stated here

Waiver of Subrogation Consultant hereby agrees to waive subrogation which any insurer of Consultant may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.Call work pe

Indemnity Contractor agrees to indemnify, including the cost to defend, District and its officers, agents anemployees, from and against any and all claims, demands, costs or liability that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of contractor and its agents and subcontractors in the performance of services under this contract; however, this indemnity does not apply to liability 1) for damages for death or bodily injury to persons, injurto property, or other loss, arising from the sole negligence or willful misconduct of District, or District’s agents or independent contractors who are directly responsible to the District, or fordefects in design furnished by those persons, or 2) to the extent

of 33

request for proposal (rfp) vallejo flood & … · request for proposal ... a proposal that is...

Documents