DEPARTMENT OF PUBLIC WORKS
Administration
Dana S. Hertfelder, P.E.
Director
715 Martin Luther King Jr.
Way
Merced, CA 95341
(209) 385-7602
(209) 722-7690
www.co.merced.ca.us
Equal Opportunity Employer
DATE:
February 9, 2016
TO:
INTERESTED CONSTRUCTION MANAGEMENT FIRMS
SUBJECT:
REQUEST
FOR
QUALIFICATIONS/PROPOSALS
FOR
PROJECT
MANAGEMENT/CONSTRUCTION MANAGEMENT SERVICES FOR THE
EXPANSION OF THE JOHN LATORRACA CORRECTIONAL CENTER, 2584
W. SANDY MUSH ROAD, MERCED COUNTY, CA.
Attached, please find a Request for Qualifications/Proposals and related information. All
Project/Construction Management consultants (firms) who have the potential to meet the
demands of this project are invited to respond.
Due to the scope, complexity, specialization and time constraints of this project, we respectfully
request each firm to closely assess their previous work efforts and abilities as they relate to the
following:
1.
2.
3.
Experience providing project and construction management services for state or
federally funded projects related to adult correctional facilities utilizing the DesignBuild project delivery method;
Previous experience and/or involvement with managing corrections projects with the
BSCC, and the disposition of said projects;
Ability to contribute to the design development of the Bridging documentation
process with the County's consultant, prepare cost estimates, develop prequalification documents for DB entities and recommend actions to the County for
selection of the DB entity, and manage the construction effort in accordance with
approved schedules.
In order to receive consideration from the Department of Public Works, all information identified
in the Request for Qualifications/Proposal must be submitted and received by the Department of
Public Works, on or before 4:00 p.m., February 22, 2016.
It is our intent to select the Consultant, achieve execution of the Agreement and authorize the
consultants to proceed in accordance with the proposed schedule. The top three (3) ranked
firms may be invited to an interview in order to determine the final ranking. The top ranked firm
will be required to submit a proposal within one (1) week after receiving notification of the final
ranking. The negotiated agreement will be submitted to the Merced County Board of
Supervisors for approval. Should you have any questions, please contact Richard A. Schwarz
at [email protected] or (209) 385-7602.
Sincerely,
Richard A. Schwarz, Architect
Assistant Public Works Director
RAS:jlr
J:\WP\RFPs_RFQs\RFQ's\Constr. Mgr. RFQ-JLCC.doc
STRIVING FOR EXCELLENCE
COUNTY OF MERCED
REQUEST
FOR
QUALIFICATIONS/PROPOSALS
February 9, 2016
SUBJECT:
PROJECT MANAGEMENT / CONSTRUCTION MANAGEMENT
SERVICES FOR THE EXPANSION OF THE JOHN LATORRACA
CORRECTIONAL CENTER, 2584 W. SANDY MUSH ROAD, MERCED
COUNTY, CA.
The County of Merced has identified the need to expand the John Latorraca
Correctional Center located at 2584 W. Sandy Mush Road near El Nido, Merced
County, CA. The County will retain an experienced consultant with comprehensive
resources to work with County project staff to define the project, structure a
development process, and coordinate activities for the construction of the project for the
Merced County Board of Supervisors’ approval.
Acting upon instructions from the Merced County Board of Supervisors, the Department
of Public Works has developed this RFQ/RFP for the purpose of reviewing all qualified
consultants. The Merced County Department of Public Works will be the lead agency
for all contract agreements and will be the point of contact for these services.
PROPOSED PROJECT:
See Exhibit “A” - Project Description and Scope of Work
PRELIMINARY CONSIDERATIONS:
Consultant Contracts and the work shall be administered and coordinated by the
Merced County Department of Public Works. It shall be the task of the Consultant to
assist the Department of Public Works and their Bridging Consultant in the development
of an innovative facility which will meet all of the criteria in a cost effective manner.
AGREEMENT FOR SERVICES:
The successful Applicant will be required to enter into a Special Services Agreement
meeting minimum Merced County Standards and will be further modified to specifically
identify the scope of services to be rendered (see Exhibit “B”). Requirements,
responsibilities, insurance required, and ancillary elements of this agreement shall
remain substantially as modified on the attached agreement.
Each Applicant submitting qualifications for consideration agrees that their Firm will be
willing to enter into a negotiated, final Agreement with the Owner (as described above).
The applicant additionally agrees that they will provide all Basic Services for the
definable scope of the subject project for a “Not to Exceed” Fee. The applicant agrees
to include a separate “Not to Exceed” amount for all reimbursables. Additionally,
the applicant also agrees to negotiate “Not to Exceed” Fees for services in relation to
project items, which may be added at a later date. When these items become definable
and successful negotiation has occurred, an Amendment signed by both parties will be
made to the original Agreement.
PROPOSAL INFORMATION:
The Department of Public Works, 715 Martin Luther King Jr. Way, Merced, California
95341-6041, will receive qualifications and proposals from all interested Firms until
4:00 PM, February 22, 2016.
SOQ Content Requirements. Statements of Qualifications must satisfy the following
minimum requirements in order to receive further consideration. Additional, pertinent
information may be submitted at the discretion of the Applicant.
1. Cover Letter. The SOQ shall include a cover letter signed by someone in the
firm authorized to sign contracts.
2. Project Understanding. The SOQ shall include a summary of the firm’s
understanding of the work to be provided to Merced County as well as any
recommendations regarding needed services.
3. Qualifications (Key Personnel). The SOQ shall include information detailing the
qualifications of the key personnel proposed to be assigned to the contract.
4. Project Experience. The SOQ shall list specific related projects that the key
personnel have worked on as well as their role in those related projects.
5. Qualifications/Experience (Firm). The SOQ shall include information on the
qualifications and experience of the firm.
6. Organizational Chart. The SOQ shall include an organizational chart proposed
for the project.
7. References. The SOQ shall include information on references that may be
contacted to discuss the reference’s experience with the firm
8. Proposer’s acceptance of the County’s sample agreement/terms and
conditions listed in Exhibit “B”:
If the proposer has any additional terms and conditions or objects to
the County’s terms and conditions in Exhibit “B”, proposer shall
provide those details in writing with the submission providing a
reason for the objection and/or propose specific alternate language.
The County may not accept the alternative language as proposed.
9. Submit in a separate sealed envelope marked “Fee Proposal”, the general fee
area the applicant would usually expect to receive for completion of the project
described in the RFP/Q. Proposers are required to provide a breakdown of cost
by levels of expertise and by deliverable including any costs associated with
travel expenses, duplication and other reimbursable expenses.
SELECTION PROCEDURES:
Within one (1) week of the proposal due date, the Proposal Screening Committee will
select no more than three (3) firms from all applications received.
The evaluation criteria listed below will be used in the evaluation of written proposals.
The expectation is that those proposals in the competitive range may be considered for
contract award. The proposal should provide clear, concise information in sufficient
detail to allow an evaluation based on the criteria below. A Proposer must be
acceptable in all criteria for a contract to be awarded to the Proposer that offers the best
value to the County.
1. Corporate strength, qualifications, references and reputation of Proposer;
2. Depth of the project team’s experience and its relevance to the project described
in this RFP/Q;
3. Proposer’s understanding of the project requirements, methodology
conducting the assessment and response to the project scope of work;
in
4. Ability to meet the proposed timeline for completion of services;
5. Firm's experience in carrying out similar projects, including: experience with
County government, Board of State and Community Corrections, Department of
Finance and the State Fire Marshal, scope of activities covered, length of time
involved, level of client satisfaction, and relative success.
These firms may be required to appear before an Interview Committee for a thirty (30)
minute informal interview. Upon completion of the optional interviews, the Committee
will notify all applicants of the ranking of each firm (not to exceed a maximum of five (5)
firms). The County will begin contract negotiations with the first ranked firm. If
negotiations are unsuccessful, the County will proceed to negotiate with the second
ranked firm, and so on until successful negotiations have been completed. The final
selection will be made known to all finalist Firms participating. The work of this project
will start shortly after the selection of the Consultant and execution of the Agreement by
the Board of Supervisors, currently scheduled for March 22, 2016.
The County reserves the right to either enter negotiations with the first ranked firm, or to
reject any or all proposals submitted in response to this RFQ/RFP or incorporate a
modified scope of work.
Firms which have indicated an interest, but were not selected, will be notified in writing.
Firms submitting an incomplete submittal, including the separate, sealed fee proposal
may be rejected.
GENERAL SUBMITTAL INFORMATION:
A.
All correspondence or communications in reference to the solicitation shall be
directed to:
Richard A. Schwarz, Architect
Assistant Public Works Director
715 Martin Luther King Jr. Way
Merced, CA 95341-6041
(209) 385-7602
B.
All costs for the preparation of submittals shall be borne by the Applicant and
submittals received shall become the property of Merced County, whether
accepted or rejected.
C.
Selection of qualified applicants will be by approved County procedure,
consistent with applicable laws and as previously described under Selection
Procedures.
D.
This RFQ/RFP does not constitute an offer of employment or to contract for
services.
E.
All submittals shall remain firm for sixty (60) calendar days following the last day
to receive proposals.
F.
Proposers must provide one (1) original and five (5) identical copies of their
proposal to the location specified on or before the closing date and time for
receipt of SOQ's and proposals.
G.
Proposal Format. All proposals shall be typewritten on standard 8 ½” x 11” paper
(larger paper is permissible for charts, spreadsheets, etc.).
H.
Schedule of Events. County will make every effort to adhere to the following
anticipated schedule:
Event
Issue of RFP/Q
Submission of Proposals
Proposal Evaluation
Selection of Short List (if applicable)
Conduct Interviews (at County’s option)
Selection of Finalist(s)
Final Negotiations
Issue Notice of Intent to Award
Contract for Execution by the Board
Commencement of Contract
Date
2/10/2016
2/22/2016
2/23/2016
2/24/2016
3/3/2016
3/4/2016
3/4/2016
3/8/2016
3/22/2016
Upon Execution of the
Agreement by both parties
Responses received after the due date of 4:00 PM, February 22, 2016 will not be
considered.
Attachments:
1. Exhibit A - Project Description and Scope of Work
2. Exhibit B – Special Services Agreement
END
J:\WP\RFPs_RFQs\RFQ's\Constr. Mgr. RFQ-JLCC.doc
EXHIBIT “A”
PROJECT DESCRIPTION AND SCOPE OF WORK
PROJECT MANAGEMENT / CONSTRUCTION MANAGEMENT SERVICES FOR THE
EXPANSION OF THE JOHN LATORRACA CORRECTIONAL CENTER,
2584 W. SANDY MUSH ROAD, MERCED COUNTY, CA.
I.
Site
The John Latorraca Correctional Center (JLCC) is located on Sandy Mush Road
approximately 10 miles southwest of the City of Merced. The project site
encompasses approximately 10 acres of a 140-acre County-owned property.
II.
Coordination
All work and all contacts shall be coordinated by the Merced County Department
of Public Works.
III.
Project Background and Objectives
Background
JLCC, constructed in 1990, requires improvements because, in addition to being
more than 20 years old, the facility was initially designed as a minimum security
facility, but it is being used to house medium and maximum security inmates.
Merced County applied for Senate Bill (SB) 863 lease revenue bond funding and
successfully received a $40 million conditional award notice from the BSCC in
November 2015.
The scope of services outlined below is intended to meet the requirements for
developing the jail remodel and expansion at the John Latorraca Correctional
Center (JLCC SB 863 Project). The scope of services complies with all Board of
State and Community Corrections (BSCC) and State Public Works Board
(SPWB) requirements.
JLCC Project Overview
The project includes remodeling all existing dormitory space to bring the
structures up to current code requirements and hardening of the security;
addition of 30 new medical/mental health treatment housing beds; new 10,000
SF programs and services building; new intake/transfer/release building allowing
for processing of inmates; new kitchen and laundry facility, new administration
building; and enhancements to the site security. Additionally, this project
includes construction improvements and upgrades to the security fencing and
existing site infrastructure.
Overview of Bridging Consultant's Services
The County has hired Carter Goble Associates, LLC (also known as “CGL”) for
their jail planning, design, project management and knowledge of BSCC/SPWB
processes and requirements. For the JLCC SB 863 Project, CGL will act in an
owner’s representative capacity and behave as an extension of staff to Merced
County (County). CGL will advise and guide the County Sheriff’s Office and
County Staff throughout the life of the project. CGL will also advocate for the
County through all dealings with BSCC/SPWB and all other state agencies. CGL
will be an integral part of the leadership and management team for this jail
expansion project from Project Establishment by the SPWB through project
completion and final occupancy.
Objectives
The County’s objectives for this project are listed below.
Replace/upgrade outdated inmate housing.
Provide more housing, treatment, recreation, and program space for pretrial and
sentenced inmates.
Improve security and intake.
Improve visitation facilities and equipment.
The County’s jail facilities are aging and expensive to maintain, and capacity,
security, and facility needs are driving these objectives. The County intends to
upgrade these facilities to meet these multiple objectives.
Construction Timing
The County is utilizing the design-build process for this project. Construction is
anticipated to begin no later than Fall 2017. Construction is expected to take
approximately 24 months. Inmates will be managed and moved within existing
facilities during construction.
IV.
Scope of Services
A.
Prequalification and Request for Proposals from DB Entities
CGL and the selected PM/CM ("the team") will manage the solicitation process
and produce the solicitation documents required for the Design-Build process:
Request for Qualifications (RFQ) and Request for Proposal (RFP) documents.
The team will:
1. Coordinate and seek input from the County and BSCC.
2. Facilitate meetings and respond to questions from the proposed DesignBuilders.
3. Collaborate with the County to obtain their input on including objective
criteria for evaluating the proposed Design-Builders.
4. Facilitate meetings with the County to arrive at the best Design-Build
option for the JLCC SB 863 Project.
5. Work with the County to establish qualified local vendor requirements to
ensure qualified local trades and businesses have the opportunity to
participate. The required milestones to complete are shown below:
a. Development of RFQ
b. Development of scope of RFP
c. Development of project milestone schedule
d. Review of project scope
e. Review of project schedule
f. Review of cost estimate
g. Request for Proposal submitted
h. County submits construction documents drawings and specifications to
BSCC/SFM for plan check/review and approval.
Deliverables:
• Develop a competitive process for selecting a Design-Build Entity. Deliverables
are as follows:
• Design-Build RFP, including but not limited to the following: o Submittal
requirements
- Proposal forms
- Qualification and selection criteria, including local vendor preference
requirements
- Selection process (initial proposal, negotiation, best-and-final process)
- Design and construction schedule
• Draft and final Request for Qualification (RFQ) documentation language
• Draft and final Request for Proposal documentation language
• Project budget estimate Facilitate meetings involving BSCC, DoF, and
proposed Design- Builders
• Local vendor and local trades group conference
• Update Criteria Documents (if necessary)
• Update project documentation (if necessary)
• Conduct and attend meetings as required and produce meeting notes/action
items
• Complete action items assigned to CGL; monitor actions by others
B.
Selection and Award of Design Build Contract
The team will assist the county in developing a Design-Build Contract. The team
will coordinate and seek input from BSCC if needed. The team will facilitate
meetings and respond to questions from the County and the selected DesignBuilder. CGL will advise the County throughout the review and assist in
recommending the best qualified Design-Build Team for the JLCC SB 863
Project. The milestones to complete are shown below:
a. Review of updated cost estimate (3-page estimate)
b. RFP results
c. Review of updated project schedule
d. Board of Supervisors approval
e. Notice to Proceed (NTP) for construction (within 42 months of award)
Deliverables:
• Assist County in Developing a Design-Build contract. Assistance as follows:
- Form of Agreement
- General/supplemental conditions
- Bonds and insurance requirements
- Design Build Entity pre-proposal conferences, questions, addenda
• Recommend to the County best qualified Design-Build firms
• Conduct meetings and produce meeting notes
• Coordination with the County on selection process
• Update project budget estimate (if necessary)
• Design-Build documentation to BSCC
C.
Project/Construction Management Services
The CM will provide project/construction management services on the JLCC SB
863 Project. The team will function as the Owner’s representative. The team will
ensure that the Design-Build entity fulfills their requirements established in the
Design-Build Contract. Additionally, the team will facilitate and collaborate with
the Design-Build entity and their respective sub-consultants, vendors, and
various stakeholders involved in the project. Also, the team will interface and
coordinate with the BSCC and SFM. The County will have input into the selection
of the CM's on-site construction management staff. A detailed list of
project/construction management services are shown below:
Services are as follows:
A. Meet and work collaboratively with selected Design-Build firms to clarify
the design and performance criteria, concept drawings, and Architectural
Program Statement and other documents within RFP.
B. Attend meetings as scheduled by Design-Build firms to provide detailed
clarification of design intent.
C. Review Design-Build firms documents for conformance with Criteria
Document Package and BSCC requirements.
D. Review construction submittals for conformance with Criteria Document
Package and design intent.
E. Provide input regarding evaluation of change requests and/or value
engineering proposals, and other proposals or questions.
F. Participate in Partnering Sessions throughout course of contract duration,
if required.
G. Respond to Request for Clarification, Memorandums of Concern, and
other inquiries from the field in collaboration with BSCC.
H. Collaborate in establish project procedures for RFI’s submittals, close-out
documents.
I. Maintain liaison with the County project manager. Attend or conduct
necessary meetings and inform the BSCC of construction progress,
problems, and planned resolutions.
J. Reviews all schedules provided by selected Design-Build firm, provides
comments, and recommendations regarding schedule.
K. Work with County to issue Proposed Change Orders (PCOs) within
delegated limits consistent with Merced County’s and BSCC’s policies.
L. Implements Merced County’s standard procedure of Change Order (CO)
control and is responsible for that preparation of cost estimates, analyzes
and reports the effects of proposed and approved COs on the budget and
schedule; and tracks completion and implementation of approved COs to
minimize the impact on the project schedule.
M. Executes correspondences to the Design-Build firm as the County
representative for the project.
N. On-site inspection services will be provided.
O. Assist County with preparation of scope of services, solicitation of bids,
selection of and managing vendors for testing and special inspection
services, commissioning, and surveying as requested. These services
will be contracted directly by the County.
P. Manages contract milestones and provides assessment of liquidated
damages (if necessary).
Q. Expeditiously resolves disputes that may arise with Design-Build firm and
other consultants.
R. Monitor work progress and sequencing for conformance with approved
Construction Contract. Ensures Design-Build firm develops a plan for
recovery when work falls behind schedule or makes revisions to contract
schedule when Design-Build firm is deviating from planned sequencing
and logic.
S. Review and recommend approval of payment applications for the DesignBuild contractor and for testing and special inspection, commissioning,
and surveying services.
T. Review prevailing wage documentation.
U. Pursuant to procedures provided by BSCC, represents and/or assists the
County in review and resolution of Design-Build disputes and claims prior
to county arranged dispute resolution. Maintain organized dispute files of
documentation and records on all relevant decisions and facts relating to
changes, clarifications, and COs through the term of the project.
V. Assures that as-builts are being updated and reviewed during course of
the work. Assist county in managing warranties and guarantees during
the contract closeout process.
W. Manages the closeout of contracts and closeout procedures; accomplish
timely completion of all construction contract deliverables, (i.e., COs,
punch list, recommendation for acceptance, final payment, and
warranties/guarantees, etc.) and provide final project evaluation reports.
X. Conduct and attend meetings as required and produce meeting
notes/action items.
Scope of Services Notes:
1. The PM/CM firm will adhere to the requirements of the other State agencies
(i.e., State Fire Marshal, Department of General Services, and Department of
Finance) including maintaining records in sufficient detail to demonstrate that
fees were reasonable for the purposes of qualifying for state reimbursement
and were used for the purpose for which the award was made, and
maintained in accordance with generally accepted accounting principles and
practices.
J:\WP\RFPs_RFQs\RFQ's\Constr. Mgr. RFQ-JLCC.doc
EXHIBIT B
AGREEMENT FOR SPECIAL SERVICES
MERCED COUNTY
CONTRACT NO. _____
THIS AGREEMENT, is made and entered into this by and between the County of
Merced, a political subdivision of the State of California, (hereinafter referred to as
"COUNTY"), and (name of contracting company or individual; specify the type of
organization such as - government agency, individual, corporation, partnership, i.e. “The
Redevelopment Associates”, a California LLC Partnership), (Street Address, Suite No.,
City, State) (hereinafter referred to as "CONSULTANT").
WHEREAS, COUNTY desires to contract with CONSULTANT for special services
which consist of (list the type of services to be rendered by CONSULTANT; Example –
specialized legal services including with respect to the activation and creation of a
redevelopment agency and qualifying it to conduct business as a public entity); and
WHEREAS, CONSULTANT is specially trained, experienced, and competent to perform
such services in connection with (list the nature of the agreement; Example – the
activation and creation of a redevelopment agency and all legal aspects thereof)
pursuant to (include any government code sections that may be applicable to this
agreement;); and
WHEREAS, the parties desire to set forth herein the terms and conditions under which
said services shall be furnished.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1.
SCOPE OF SERVICES
CONSULTANT shall provide (list type of service to be rendered, Example, expertise in the activation and creation of a redevelopment agency and all legal
aspects thereof) pursuant to (include any government code sections that may be
applicable to this agreement, Example, California Redevelopment Law Section
XXXXX) services in accordance with the terms and conditions stated herein, and
any specifically referenced attachments hereto. CONSULTANT‘S services
include, but are not limited to, the following:
A.
B.
(Specifically describe the service to be performed)
(There may be occasions where exhibits or attachments may be incorporated
into the Agreement. In such cases, the following language should be included:)
The following exhibits are specifically incorporated by reference, attached hereto,
1
and made a part hereof, except when in conflict with this Agreement or modified
herein:
Exhibit A - (e.g., COUNTY’s Request for Proposal, Statement of Work,
etc.)
Exhibit B - (e.g., CONSULTANT’s Responding Proposal, Proposed
Budget, etc.)
Exhibit C - (e.g., Related Documentation)
2.
TERM
The term of this Agreement shall commence on the _____ day of _____, 20___,
and continue until the _____ day of __________, 20_____, unless sooner
terminated in accordance with the sections entitled “TERMINATION FOR
CONVENIENCE” or “TERMINATION FOR CAUSE” as specified elsewhere in
this Agreement.
3.
COMPENSATION
COUNTY agrees to pay CONSULTANT a Total Contract Price of
______________________________________ Dollars and No/100 Cents
($_______________________) for all of CONSULTANT’s services to be
provided herein, as are more specifically set forth under Section 1,"SCOPE OF
SERVICES".
The Total Contract Price shall include all of COUNTY’s
compensation to CONSULTANT, including reimbursement for all expenses
incurred by CONSULTANT in the performance of this Agreement. No other fees
or expenses of any kind shall be paid to CONSULTANT in addition to the Total
Contract Price. In no event shall the total services to be provided hereunder
exceed the Total Contract Price. This fee may be subject to withholding for State
of California income tax.
Any and/or all payments made under this Agreement shall be paid by check,
payable to the order of the CONSULTANT and be mailed or delivered to
CONSULTANT at:
Name:
Address:
City/State/Zip:
CONSULTANT may request that COUNTY mail the check to CONSULTANT to
such other address as CONSULTANT may from time to time designate to
COUNTY. Such request must be made in writing in accordance with the
procedures as outlined under Section 7 - “NOTICES”.
2
4.
PRICING CONDITIONS
County agrees to pay Consultant for all services required herein as prescribed,
fixed at the submitted pricing, which shall include reimbursement for all expenses
incurred. No other expenses shall be paid to Consultant without formal approval
of the County’s Board of Supervisors or its authorized agent. In no event shall the
total services to be performed hereunder exceed $______________________.
County shall not be responsible for any charges or expenses incurred by
Consultant, his/her agents, employees or independent contractors, other than
those listed herein, in connection with the performance of services hereunder
unless authorized in advance in writing by County.
5.
TERMS OF PAYMENT
(Note to preparer of this agreement: If this agreement is for a fixed fee, then the
following language will apply).
Payment shall be only for full and complete satisfactory performance of the
services required to be provided herein and as set forth under Section 1 "SCOPE
OF SERVICES." Payment shall be made in the following manner:
Upon completion of the required services as set forth under Section “SCOPE OF
SERVICES,” CONSULTANT shall submit an invoice within 30 calendar days of
each invoice period, detailing the services it has provided and the amount owed
under this Agreement. In addition to the invoice submitted by the CONSULTANT
for payment, CONSULTANT must complete and submit to the COUNTY, Form
W-9, “A Request for Taxpayer Identification Number and Certification” (
www.irs.gov/pub/irs-pdf/fw9.pdf ). Both the invoice and W-9 form shall be
forwarded to the COUNTY at the COUNTY address shown under Section
“NOTICES” of this Agreement, not later than thirty (30) calendar days after
completion and acceptance by the County of all tasks identified on the
invoice. Upon approval by COUNTY, the fee due hereunder shall be paid to
CONSULTANT within thirty (30) days following receipt of a proper invoice.
In no event shall County be liable for the payment of any invoice not submitted
within thirty (30) calendar days following termination of the Agreement.
6.
NO
PAYMENT
FOR
SERVICE
PROVIDED
EXPIRATION/TERMINATION OF AGREEMENT
FOLLOWING
CONSULTANT shall have no claim against COUNTY for payment of any kind
whatsoever for any services provided by CONSULTANT which were provided
after the expiration or termination of this Agreement.
3
7.
NOTICES
All notices, requests, demands or other communications under this Agreement
shall be in writing. Notice shall be sufficiently given for all purposes as follows:
A.
Personal Delivery. When personally delivered to the recipient, notice is
effective upon delivery.
B.
First Class Mail. When mailed first class to the last address of the
recipient known to the party giving notice, notice is effective three mail
delivery days after deposit in a United States Postal Service office or
mailbox.
C.
Certified Mail. When mailed by certified mail, return receipt requested,
notice is effective upon receipt, if delivery is confirmed by a return receipt.
D.
Overnight Delivery. When delivered by an overnight delivery service,
charges prepaid or charged to the sender’s account, notice is effective on
delivery, if delivery is confirmed by the delivery service.
E.
Facsimile Transmission. When sent by fax to the last fax number of the
recipient known to the party giving notice, notice is effective upon receipt,
provided that: a) a duplicate copy of the notice is promptly given by first
class mail or certified mail or by overnight delivery, or b) the receiving
party delivers a written confirmation of receipt. Any notice given by fax
shall be deemed received on the next business day if received after 5:00
P.M. (recipient’s time) or on a non-business day.
Any correctly addressed notice that is refused, unclaimed or undeliverable
because of an act or omission of the party to be notified shall be deemed
effective as of the first date that the notice was refused, unclaimed or deemed
undeliverable by the postal authorities, messengers or overnight delivery service.
Information for notice to the parties to this Agreement at the time of endorsement
of this Agreement is a follows:
County of Merced c/o
__________________
__________________
__________________
Consultant
__________________
__________________
__________________
Any party may change its address or fax number by giving the other party notice
of the change in any manner permitted by this Agreement.
4
8.
CONDITION SUBSEQUENT/NON-APPROPRIATION OF FUNDING
The compensation paid to CONSULTANT pursuant to this Agreement is based
on COUNTY’S continued appropriation of funding for the purpose of this
Agreement, as well as the receipt of local, county, state and/or federal funding for
this purpose. The parties acknowledge that the nature of government finance
is unpredictable, and that the rights and obligations set forth in this Agreement
are therefore contingent upon the receipt and/or appropriation of the necessary
funds. In the event that funding is terminated, in whole or in part, for any reason,
at any time, this Agreement and all obligations of the COUNTY arising from this
Agreement shall be immediately discharged.
COUNTY agrees to inform
CONSULTANT no later than ten (10) calendar days
after
the
COUNTY
determines, in its sole judgment, that funding will be terminated and the final date
for which funding will be available. Under these circumstances, all billing
or
other claims for compensation or reimbursement by CONSULTANT arising out of
performance of this Agreement must be submitted to COUNTY prior to the final
date for which funding is available.
In the alternative, COUNTY and
CONSULTANT may agree, in such circumstance, to a suspension or
modification of either party's rights and obligations under this Agreement. Such a
modification, if the parties agree thereto, may permit a restoration of previous
contract terms in the event funding is reinstated. Also in the alternative, the
COUNTY may, if funding is provided to the COUNTY in the form of promises to
pay at a later date, whether referred to as “government warrants”, “IOUs,” or by
any other name, the COUNTY may, in its sole discretion, provide similar
promises to pay to the CONSULTANT, which the CONSULTANT hereby agrees
to accept as sufficient payment until cash funding becomes available.
9.
TERMINATION FOR CONVENIENCE
This Agreement, notwithstanding anything to the contrary herein above or
hereinafter set forth, may be terminated by COUNTY at any time without
cause or legal excuse by providing the other party with thirty (30) calendar
days written notice of such termination.
Upon effective date of termination, COUNTY shall have no further liability to
CONSULTANT except for payment for actual services incurred during the
performance hereunder. Such liability is limited to the time specified in said
notice and for services not previously reimbursed by COUNTY. Such
liability is further limited to the extent such costs are actual, necessary,
reasonable, and verifiable costs and have been incurred by CONSULTANT
prior to, and in connection with, discontinuing the work hereunder.
10.
TERMINATION FOR CAUSE
The COUNTY may terminate this Agreement for and be relieved of any
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making any payments to CONSULTANT, and all duties to CONSULTANT
should the CONSULTANT fail to perform any material duty or obligation of
the Agreement. Notice shall be given as otherwise provided herein. In the
event of such termination the COUNTY may proceed with the work in any
manner deemed proper by the COUNTY. All costs to the COUNTY shall be
deducted from any sum otherwise due the CONSULTANT and the balance,
if any, shall be paid to the CONSULTANT upon demand. Such remedy is in
addition to such other remedies as may be available to the COUNTY
provided by law.
11.
MODIFICATION OF THE AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may agree
to amend this Agreement. No alteration or variation of the terms of this
Agreement shall be valid unless made in writing and signed by the parties hereto.
No oral understanding or agreement not incorporated herein shall be binding on
any of the parties hereto
12.
INSURANCE
A.
Prior to the commencement of work, and as a precondition to this contract,
CONSULTANT shall purchase and maintain the following types of
insurance for the stated minimum limits indicated during the term of this
Agreement. CONSULTANT shall provide a certificate of insurance and
endorsements naming COUNTY as an additional insured on each policy.
The insurance carrier shall be required to give COUNTY notice of
termination at least 10 days prior to the intended termination of any
specified policy.
Each certificate of insurance shall specify if
CONSULTANT has a SIR, and if so, CONSULTANT shall be required to
provide the entire policy of insurance with which it has a SIR and/or
deductable.
1.
Commercial General Liability: $1,000,000 per occurrence and
$2,000,000 annual aggregate covering bodily injury, personal injury
and property damage. The COUNTY and its officers, employees
and agents shall be endorsed to above policies as additional
insured, using ISO form CG2026 or an alternate form that is at least
as broad as form CG2026, as to any liability arising from the
performance of this Agreement.
2.
Automobile Liability: $1,000,000 per accident for bodily injury and
property damage, or alternatively split limits of $500,000 per person
and $1,000,000 per accident for bodily injury with $250,000 per
accident for property damage.
3.
Workers Compensation: Statutory coverage, if and as required
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according to the California Labor Code, including Employers'
Liability limits of $1,000,000 per accident. The policy shall be
endorsed to waive the insurer's subrogation rights against the
COUNTY.
4.
B.
13.
Professional Liability: $1,000,000 limit per occurrence and
$5,000,000 annual aggregate limit covering CONSULTANT'S
wrongful acts, errors and omissions. Any aggregate limit for
professional liability must be separate and in addition to any CGL
aggregate limit.
Insurance Conditions
1.
Insurance is to be placed with admitted insurers rated by A.M. Best
Co. as A:VII or higher. Lower rated, or approved but not admitted
insurers, may be accepted if prior approval is given by the County
Risk Manager.
2.
Each of the above required policies shall be endorsed to provide
the COUNTY with 30 days prior written notice of cancellation. The
COUNTY is not liable for the payment of premiums or assessments
on the policy. No cancellation provisions in the insurance policy
shall be construed in derogation of the continuing duty of
CONSULTANT to furnish insurance during the term of this
Agreement.
INDEMNIFICATION
CONSULTANT has the contracted duty (hereinafter "the duty") to indemnify,
defend and hold harmless, COUNTY, its Board of Supervisors, officers,
employees, agents and assigns from and against any and all claims, demands,
liability, judgments, awards, interest, attorney’s fees, costs, experts’ fees and
expenses of whatsoever kind or nature, at any time arising out of or in any way
connected with the performance of this Agreement, whether in tort, contract or
otherwise. This duty shall include, but not be limited to, claims for bodily injury,
property damage, personal injury, and contractual damages or otherwise alleged
to be caused to any person or entity including, but not limited to employees,
agents and officers of CONSULTANT.
CONSULTANT’S liability for indemnity under this Agreement shall apply,
regardless of fault, to any acts or omissions, willful misconduct or negligent
conduct of any kind, on the part of the CONSULTANT, its agents, subcontractors
and employees. The duty shall extend to any allegation or claim of liability
except in circumstances found by a jury or judge to be the sole and legal result of
the willful misconduct of COUNTY. This duty shall arise at the first claim or
allegation of liability against COUNTY. CONSULTANT will on request and at its
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expense, defend any action suit or proceeding arising hereunder. This clause
for indemnification shall be interpreted to the broadest extent permitted by law.”
14.
INDEPENDENT CONTRACTOR
It is mutually understood and agreed that CONSULTANT is an independent
contractor in the performance of the work duties and obligations devolving upon
CONSULTANT under this Agreement. COUNTY shall neither have, nor exercise
any control or direction over the methods by which CONSULTANT shall perform
the assigned work and functions. The contractual interest of COUNTY is to
assure that the services covered by this Agreement shall be performed and
rendered in a competent, efficient and satisfactory manner.
It is agreed that no employer-employee relationship is created and
CONSULTANT shall hold COUNTY harmless and be solely responsible for
withholding, reporting and payment of any federal, state or local taxes any
contributions or premiums imposed or required by workers' compensation; any
unemployment insurance, social security, income tax, and any other obligations
from statutes or codes applying to CONSULTANT, or its sub-contractors and
employees, if any.
It is mutually agreed and understood that CONSULTANT, its sub-contractors and
employees, if any, shall have no claim under this Agreement or otherwise against
the COUNTY for vacation pay, sick leave, retirement or social security benefits,
occupational or non-occupational injury, disability or illness, or loss of life or
income, by whatever cause.
CONSULTANT shall insure that all its personnel and employees, sub-contractors
and their employees, and any other individuals used to perform the contracted
services are aware and expressly agree that COUNTY is not responsible for any
benefits, coverage or payment for their efforts.
15.
RECORDS, INFORMATION AND REPORTS
CONSULTANT shall maintain full and accurate records with respect to all
matters covered under this Agreement. To the extent permitted by law, the
COUNTY shall have free access at all proper times or until the expiration of four
(4) years after the furnishing of services to such records, and the right to examine
and audit the same and to make transcripts therefrom, and to inspect all data,
documents, proceedings, and activities pertaining to this Agreement.
To the extent permitted by law, CONSULTANT shall furnish COUNTY such
periodic reports as COUNTY may request pertaining to the work or services
undertaken pursuant to this Agreement. The costs and obligations incurred or to
be incurred in connection shall be borne by the CONSULTANT.
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16.
OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans,
specifications, reports, documents, or other work products developed by
Contractor hereunder are the exclusive property of COUNTY and upon request
of COUNTY shall be delivered to COUNTY upon completion of the services
authorized hereunder. In the event of termination, all finished or unfinished
documents and other materials, if any, at the option of COUNTY, and to the
extent permitted by law, shall become the property of the COUNTY.
CONSULTANT may retain copies thereof for its files and internal use.
Any publication of information directly derived from work performed or data
obtained in connection with services rendered under this Agreement must be first
approved by COUNTY.
17.
QUALITY OF SERVICE
CONSULTANT shall perform its services with care, skill, and diligence, in
accordance with the applicable professional standards currently recognized by
such profession, and shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all reports, designs, drawings,
plans, information, specifications, and/or other items and services furnished
under this Agreement.
CONSULTANT shall, without additional compensation, correct or revise any
errors or deficiencies in its reports, drawing, specifications, designs, and/or other
related items or services.
18.
PERSONAL SATISFACTION AS A CONDITION PRECEDENT
The obligations of the COUNTY as provided in this Agreement are expressly
conditioned upon CONSULTANT’S compliance with the provisions of the
contract to the personal satisfaction of the COUNTY. COUNTY shall determine
compliance in good faith as a reasonable person would under the circumstances.
19.
ENTIRE AGREEMENT
This Agreement and any additional or supplementary document or documents
incorporated herein by specific reference contain all the terms and conditions
agreed upon by the parties hereto, and no other contracts, oral or otherwise,
regarding the subject matter of this Agreement or any part thereof shall have any
validity or bind any of the parties hereto.
20.
COUNTY NOT OBLIGATED TO THIRD PARTIES
The COUNTY shall not be obligated or liable hereunder to any party other than
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CONSULTANT.
21.
LAWS, LICENSE, PERMITS AND REGULATIONS
The CONSULTANT and the COUNTY agree to comply with all State laws and
regulations that pertain to construction, health and safety, labor, fair employment
practice, equal opportunity, and all other matters applicable to CONSULTANT
and COUNTY, their subgrantees, contractors, or subcontractor, and their work.
CONSULTANT shall possess and maintain all necessary licenses, permits,
certificates and credentials required by the laws of the United States, the State of
California, County of Merced and all other appropriate governmental agencies,
including any certification and credentials required by COUNTY. Failure to
maintain the licenses, permits, certificates, and credentials shall be deemed a
breach of this Agreement and constitutes grounds for the termination of this
Agreement by COUNTY.
22.
LIMITED EFFECT OF WAIVER OR PAYMENTS
In no event shall the making, by the COUNTY, of any payment to CONSULTANT
constitute, or be construed as, a waiver by the COUNTY of any breach of
covenant, or any default which may then exist, on the part of CONSULTANT.
The making of any such payment by the COUNTY while any such breach or
default shall exist, shall not be construed as acceptance of substandard or
careless work or as relieving CONSULTANT from its full responsibility under this
Agreement.
No waiver by either party of any default, breach or condition precedent shall be
valid unless made in writing and signed by the parties hereto. No oral waiver of
any default, breach or condition precedent shall be binding on any of the parties
hereto. Waiver by either party of any default, breach or condition precedent shall
not be construed as a waiver of any other default, breach or condition precedent,
or any other right hereunder.
23.
PERSONNEL
CONSULTANT represents that it has, or will secure at its own expense, all
personnel required in performing the services under this Agreement. All of the
services required hereunder will be performed by CONSULTANT or under its
supervision, and all personnel engaged in the work shall be qualified to perform
such services.
24.
APPLICABLE LAW; VENUE
All parties agree that this Agreement and all documents issued or executed
pursuant to this Agreement as well as the rights and obligations of the parties
10
hereunder are subject to and governed by the laws of the State of California in all
respects as to interpretation, construction, operation, effect and performance. No
interpretation of any provision of this Agreement shall be binding upon COUNTY
unless agreed in writing by COUNTY and counsel for COUNTY
Notwithstanding any other provision of this Agreement, any dispute concerning
any question of fact or law arising under this Agreement or any litigation or
arbitration arising out of this Agreement, shall be tried in Merced County, unless
the parties agree otherwise or are otherwise required by law.
25.
BREACH OF CONTRACT
Upon breach of this Agreement by Contractor, COUNTY shall have all remedies
available to it both in equity and/or at law.
26.
REMEDY FOR BREACH AND RIGHT TO CURE
Notwithstanding anything else in this Agreement to the contrary, if
CONSULTANT fails to perform any obligation of this Agreement, the COUNTY
may itself perform, or cause the performance of, such agreement or obligation.
In that event, CONSULTANT will, on demand, fully reimburse the COUNTY for
all such expenditures. Alternatively, the COUNTY, at its option, may deduct from
any funds owed to CONSULTANT the amount necessary to cover any
expenditures under this provision. This is in addition to any other remedies
available to the COUNTY by law or as otherwise stated in this Agreement.
27.
CONFLICT OF INTEREST
CONSULTANT covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict in any manner or degree with
the performance of this Agreement. CONSULTANT shall ensure that no conflict
of interest exists between its officers, employees, or subcontractors, and the
COUNTY. CONSULTANT shall ensure that no COUNTY officer or employee, in
a position in the COUNTY that enables them to influence this Agreement, will
have any direct or indirect financial interest resulting from this Agreement.
CONSULANT shall ensure that no COUNTY employee shall have any
relationship to the CONSULTANT or officer or employee of the CONSULTANT,
nor that any such person will be employed by CONSULTANT in the performance
of this Agreement without immediate divulgence or such fact to the COUNTY.
28.
NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND
FACILITIES
CONSULTANT and any subcontractors shall comply with all applicable federal,
state, and local Anti-discrimination laws, regulations, and ordinances and shall
not unlawfully discriminate, deny family care leave, harass, or allow harassment
11
against any employee, applicant for employment, employee or agent of
COUNTY, or recipient of services contemplated to be provided or provided under
this Agreement, because of race, ancestry, marital status, color, religious creed,
political belief, national origin, ethnic group identification, sex, sexual orientation,
age (over 40), medical condition (including HIV and AIDS), or physical or mental
disability. CONSULTANT shall ensure that the evaluation and treatment of its
employees and applicants for employment, the treatment of COUNTY employees
and agents, and recipients of services are free from such discrimination and
harassment.
CONSULTANT represents that it is in compliance with and agrees that it will
continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. §
12101 et seq.), the Fair Employment and Housing Act (Government Code §§
12900 et seq.), and regulations and guidelines issued pursuant thereto.
CONSULTANT agrees to compile data, maintain records and submit reports to
permit effective enforcement of all applicable antidiscrimination laws and this
provision.
CONSULTANT shall include this nondiscrimination provision in all subcontracts
related to this Agreement and when applicable give notice of these obligations to
labor organizations with which they have Agreements.
29.
CAPTIONS
The captions of each paragraph in this Agreement are inserted as a matter of
convenience and reference only, and in no way define, limit, or describe the
scope or intent of this Agreement or in any way affect it.
30.
SUBCONTRACTS - ASSIGNMENT
CONSULTANT shall not subcontract or assign this Agreement, or any part
thereof, or interest therein, directly or indirectly, voluntarily or involuntarily, to any
person without obtaining the prior written consent by COUNTY. CONSULTANT
remains legally responsible for the performance of all contract terms including
work performed by third parties under subcontracts. Any subcontracting will be
subject to all applicable provisions of this Agreement. CONSULTANT shall be
held responsible by COUNTY for the performance of any subcontractor whether
approved by COUNTY or not.
Contractor hereby assigns to the County all rights, title, and interest in and to all
causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec.
15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of
Part 2 of Division 7 of the Business and Professions Code), arising from the
purchase if goods, materials, or services by the Contractor for sale to the County
pursuant to this Agreement.
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31.
SEVERABILITY
If a court of competent jurisdiction holds any provision of this Agreement to be
illegal, unenforceable or invalid, in whole or in part, for any reason, the validity
and enforceability of the remaining provisions, or portion of them, will not be
affected. Compensation due to CONSULTANT from the COUNTY may,
however, be adjusted in proportion to the benefit received despite the removal of
the effected provision.
32.
DUPLICATE COUNTERPARTS
This Agreement is executed in counterparts, each of which shall be deemed a
duplicate original.
The Agreement shall be deemed executed when it has been signed by both
parties.
County of Merced
(Name of Individual/Company)
By ______________________
(Name)
By _________________________
(Name)
_________________________
(Title of Individual)
_____________________________
(Title of Individual)
__________________________
Dated
____________________________
Dated
APPROVED AS TO LEGAL FORM
MERCED COUNTY COUNSEL
By ________________________
___________________________
Dated
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