John M. Pellegrino Director
County of San Diego Department of Purchasing and Contracting
TELEPHONE (858) 505-6367 FAX (858) 715-6452
5560 Overland Avenue, Suite 270, San Diego, California 92123-1204
October 21, 2013 REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS The County of San Diego Department of Public Works (DPW) invites qualified firms to submit a Statement of Qualifications (SOQ) to provide architectural, engineering, planning and related professional services, as described in Exhibit A, on an as-needed basis. A list of pre-qualified firms will be established by the County. It is anticipated that a minimum of three (3) firms will be short listed. The County may award up to two (2) contracts to the highest ranked firms. The contracts will be for a period of five (5) years for total contract values not to exceed $5,000,000 each with the potential of spending more than $1,000,000 in any given year. Specific work will be assigned via task orders. The cost of each task order will be negotiated separately and based upon a pricing schedule as described in Exhibit C, agreed to prior to contract award. Actual execution of task orders will be at the sole discretion of the County. RFSQ CONTENT This RFSQ package includes the following: Transmittal Letter to Release RFSQ 6186 Section A Cover Page (PC 600 Form) Representations and Certifications Section B Terms & Conditions Submittal Requirements & Evaluation Criteria Statement of Qualifications Questionnaire – Consultant Services DBE Forms/Information Section C – Contract Exhibit A – Statement of Work Exhibit A, Attachment 1 - Task Order Process Exhibit A, Attachment 2 - Sample Task Order Form Exhibit B – Insurance Requirements Exhibit C – Pricing Schedule (Final to be inserted at time of Award) Exhibit C, Attachment 1 – Consultant Billing Guidelines Exhibit D – FAA Contract Provisions
RFSQ 6186
RFSQ DUE DATE The original completed submittal and four (4) copies shall be delivered to County of San Diego Department of Public Works, CIP Project Development Section, Attn: David Odell, Administrative Analyst, 5500 Overland Ave, Suite 320, San Diego, CA 92123 in an envelope or package clearly marked on the exterior with “RFSQ 6186” and the name and address of the firm prior to 4:00 PM local time on November 21, 2013. Late submittals will not be considered.
QUESTIONS Questions and requests for clarification related to definition or interpretation of this RFSQ must be requested in writing prior to the date the submittals are due. Questions and requests for clarification must be received in sufficient time to allow an addendum to the RFSQ to be issued for this RFSQ prior to the due date for receipt of the submittals. Therefore, questions received after 5:00 PM local time on November 11, 2013 will not be answered. Questions must be submitted in writing by email to: Department of Public Works, Administrative Analyst
[email protected]
and Department of Purchasing and Contracting, Procurement Contracting Officer:
[email protected]
Jeannine Joergensen for JOHN M. PELLEGRINO, Director Department of Purchasing and Contracting JMP:JJ
RFSQ 6186
REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION A – PC600 FORM COUNTY OF SAN DIEGO REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) THIS IS NOT AN ORDER MAIL OR DELIVER YOUR SUBMITTAL TO: County of San Diego, Department of Public Works 5500 Overland Avenue, Suite 320 San Diego, California 92123 FOR INFORMATION, PLEASE EMAIL:
Submittals shall be received at the above address prior to 4:00 PM LOCAL TIME November 21, 2013
[email protected] David Odell, Administrative Analyst and
[email protected] Jeannine Joergensen, Procurement Contracting Officer DELIVER IN SEPARATE ENVELOPES OR PACKAGES MARKED ON THE OUTSIDE WITH “RFSQ 6186 AS NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS”AND THE FIRM’S NAME AND ADDRESS. DESCRIPTION
The County of San Diego Department of Public Works (DPW) invites qualified firms to submit a Statement of Qualifications (SOQ) to provide architectural, engineering, planning and related professional services, as described in Exhibit A, on an asneeded basis. A list of pre-qualified firms will be established by the County. It is anticipated that a minimum of three (3) firms will be short listed. The County may award up to two (2) contracts with the highest ranked firms. The contracts will be for a period of five (5) years for total contract values not to exceed $5,000,000 each with the potential of spending more than $1,000,000 in any given year. Specific work will be assigned via task orders. The cost of each task order will be negotiated separately and based upon a pricing schedule, as described in Exhibit C, agreed to prior to contract award. Actual execution of task orders will be at the sole discretion of the County.
Please submit all questions by email to the Department Representative and the Procurement Contracting Officer by 5:00 PM, November 11, 2013. TYPE OR USE BLACK INK TO COMPLETE THE FIRM INFORMATION BELOW FIRM INFORMATION: Firm Name:
Firm hereby acknowledges receipt the RFSQ and Addenda Number 1 through [ ]. | | AUTHORIZATION FOR SUBMITTAL (Must be signed): | | |
Street: | | By:
City/State/Zip: | Phone No: ( )
Fax No: ( )
E-Mail Address: Contact Person: (If other than above)
Signature
Submittal Date
| | Name: | | Title:
Name:
Phone No: (
)
FAX: (
)
Title: E-Mail Address: NOTE: RFSQs, associated documents and addenda may be obtained from the Department of Purchasing and Contracting at 5560 Overland Avenue, Suite 270, San Diego, California 92123-1204 or by downloading from the department’s website at http://buynet.sdcounty.ca.gov. It is the Firm’s responsibility to periodically check the website for addendum that may be issued to implement changes or clarification to the RFSQ, prior to the due date.
SUBMIT THIS FORM AS DIRECTED IN THE SOLICITATION DOCUMENTS Section A – P&C 600 Form RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION A – REPRESENTATIONS AND CERTIFICATIONS
SUBMIT THIS FORM AS DIRECTED IN THE SOLICITATION DOCUMENTS
Section A – Representations & Certifications RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION B – TERMS AND CONDITIONS 1
RFSQ PROCESS 1.1 RFSQs shall normally be made available on the County of San Diego’s BuyNet site. Firms
may request a hard copy from Purchasing and Contracting Clerical Section. 1.2 Diligence Material, if provided, is subject to the following disclaimer: Neither the County nor
any of its agents, advisors, or representatives has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Diligence Material. Without limiting the generality of the foregoing, the Diligence Material may include certain assumptions, statements, estimates, and projections provided by or with respect to the County. Such assumptions, statements, estimates, and projections reflect various assumptions made by the County, which assumptions may or may not prove to be correct. No representations are made by the County as to the accuracy of such assumptions, statements, estimates, or projections. 1.3 Firms Inquiries and County Responses - All contacts from the firm related to this RFSQ must
be directed in writing to the County’s Departmental Representative and Contracting Officer. You should not attempt to contact any other County personnel about this RFSQ. 1.4 Written addenda to the RFSQ may be issued to provide clarifications, corrections, or to
answer questions. 1.5 Submittals must be submitted by the time and Date specified in the solicitation and/or the
Cover Letter. Late submissions cannot be reviewed unless it is the only one received or there was mishandling on the part of County staff. 1.6 Submittals will be evaluated by committee. 1.7 The County’s Contracting Officer may seek clarifications for the committee.
The Contracting Officer shall determine the appropriate means of clarification: telephonic, e-mail, letter, or oral interviews.
1.8 Upon final recommendation by the committee, a contract may be executed. 1.9 The Department of Purchasing and Contracting will post Notices to County’s Buynet site. 2
SUBMISSION OF STATEMENT OF QUALIFICATIONS 2.1 The County has the right to withhold all information regarding this procurement until after
contract execution, including but not limited to: the number received; competitive technical information; and any County evaluation findings. Information releasable after contract execution is subject to the disclosure requirements of the Public Records Act, California Government Code Section 6250 and following. 2.2 Original submittal, shall be in black ink on white paper with no shading. Copies are not limited
to black and white, like the original, but may make use of color and shading such as color paper, shaded graphs and tables, and color fonts.
Section B –Terms & Conditions RFSQ 6186
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3
EVALUATION AND SELECTION 3.1 The County reserves the right to request clarification and/or request additional information from
Firms if necessary. Such clarifications and/or additional information shall be submitted by the Firms as an Addendum to the Submittal upon request of the Contracting Officer. However, since no additional input may be requested, Firms are advised to submit complete information in the Submittal. 3.2 The “Evaluation and Submittal Requirements” shall include the use of any discussions during
the selection process. 4
SIGNATURE All Submittals shall be signed by an authorized officer or employee of the submitting organization. The title of the authorized officer or employee, the name, e-mail, address and phone and fax number of the organization shall be included. Obligations committed by such signatures shall be fulfilled.
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PROPRIETARY INFORMATION All submittals become the property of the County of San Diego unless return is specifically requested as specified in Paragraph 9. The County is a public agency subject to the disclosure requirements of the Public Records Act, California Government Code Section 6250 and following. These requirements include an exemption for “trade secrets”. If any proprietary information is contained in or attached to the written submittal, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a public Records Acts request, you must agree in writing to defend and indemnify the County if litigation results.
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INTERLOCKING DIRECTORATE In accordance with Board of Supervisors Policy A-79, if Firm is a non-profit as indicated on the Representations and Certifications form, paragraph 2 , Firm is required to identify any related forprofit subFirms in which an interlocking directorate, management or ownership relationship exists. By submission of this bid or submittal, Firm certifies he will not enter into a subcontract relationship with a related for-profit entity if Firm is a non-profit entity. If Firm is a non-profit and will be subcontracting with a related for-profit entity, Firm must list the entity(ies) on the Representations and Certifications form, and any resulting contract must be approved by the Board of Supervisor.
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COUNTY COMMITMENT 7.1 This RFSQ does not commit the County to award, nor does it commit the County to pay any cost
incurred in the submission, or in making necessary studies or designs for the preparation thereof, nor procure or contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a contract award.
Section B –Terms & Conditions RFSQ 6186
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7.2 The County reserves the right to accept or reject any or all submittals as a result of this
solicitation, or to cancel in part or in its entirety this solicitation if it is in the best interest of the County. 7.3 No prior, current, or post award verbal conversation or agreement(s) with any officer, agent, or
employee of the County shall affect or modify any terms or obligations of this RFSQ, or any contract resulting from this procurement. 8
NON-RESPONSIVE SUBMISSIONS Any submission may be construed as non-responsive and ineligible for consideration if it does not comply with the requirements of the Request for Statement of Qualifications.
9
DUTY TO INQUIRE Should any Firm find discrepancies in or omissions from the RFSQ or other documents, or should the Firm be in doubt as to their meaning, the Firm shall at once notify the County Department Representative and the Contracting Officer in writing. If the point in question is not clearly and fully set forth, a written addendum will be issued and posted on the County’s web site “BUYNET.” It is the Firms responsibility to periodically check the Web site for such addenda. The County will not be responsible for any oral instructions nor for any written materials provided by any County personnel that are not also posted on the BuyNet web site.
10 PROTEST PROCEDURE
County policy A-97 requires that contracts resulting from a negotiated procurement shall be awarded only after a notice of the proposed award has been posted in a public place. All protests shall be made in writing, and shall be filed with the Contracting Office identified in the solicitation package. A protest shall be filed on the earliest of the following dates: (i) within five business days after a notice of Intent to award the contract has been posted in a public place in the County’s Contracting Office or County Internet website, (ii) within five business days after the County provides notification that the submittal is no longer under consideration, or (iii) by noon on the day before the Board of Supervisors is scheduled to consider the matter. Copies of the Board Policy are available from the Clerk of the Board, 1600 Pacific Highway, San Diego, CA 92101, or on the County’s Web site at http://www.sdcounty.ca.gov/ under the Clerk of the Board’s page. 11 DEBRIEF AND REVIEW OF CONTRACT FILES
When a Firm has been notified by the County Department Representative or Contracting Officer, that the submittal is no longer being considered, the Firm may request a “debriefing” from the County Department Representative or Contracting Officer on the findings about that one submittal (with no comparative information about submittals by others).
Section B –Terms & Conditions RFSQ 6186
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After contract execution, any interested party may make an appointment to review the files to look at all Submittals, any Committee Reports and any other information in the file. Copies of any documents desired by the reviewer will be prepared and sold to the requestor at current County prices for such information. 12 CLAIMS AGAINST THE COUNTY
Neither your organization nor any of your representatives shall have any claims whatsoever against the County or any of its respective officials, agents, or employees arising out of or relating to this RFSQ or these procedures (other than those arising under a definitive Agreement with your organization in accordance with the terms thereof). 13 CALIFORNIA REVENUE AND TAXATION CODE SECTION 18662
In compliance with California Revenue and Taxation code section 18662, if you are a non-resident of California (out-of-state invoices) who receives California source income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384. Fifteen (15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect information, must submit new forms to the County (forms are available from the Franchise Tax Board website listed below). Under certain circumstances, you may be eligible for reduced or waived nonresident withholding. If you have already received a waiver or a reduced withholding response from the State of California and the response is still valid, submit the response to the County in lieu of the forms. Failure to submit the required forms will result in withholding of payments. Refer to the Franchise Tax Board websites (listed below) for tax forms and information on non-resident withholding, including waivers or reductions. The County will not give you any tax advice. It is recommended you speak with your tax adviser and/or the State of California for guidance. Franchise Tax Board Websites: http://www.ftb.ca.gov http://www.ftb.ca.gov/individuals/Withholding_Definitions.shtml http://www.ftb.ca.gov/individuals/wsc/Processing_Changes_for_2010.shtml http://www.ftb.ca.gov/individuals/wsc/forms_and_publications.shtml http://www.ftb.ca.gov/individuals/wsc/decision_chart.shtml If selected for award, the Firm is to submit forms to the Auditor & Controller via fax at (858) 6942060 or mail originals to: County of San Diego, 5530 Overland Avenue, Suite 410, San Diego, CA 92123. The P.O. Number or Contract Number (if available) and “California Revenue and Taxation Code Section 18662” must appear on fax cover sheet and/or the outside of the mailing envelope.
Section B –Terms & Conditions RFSQ 6186
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14 SMALL BUSINESS ENTERPRISE PARTICIPATION
The County of San Diego, as a matter of policy, shall assure maximum participation of Small Business Enterprises (SBE). The County of San Diego, Board of Supervisors SBE policy is found at http://www.sdcounty.ca.gov/cob/policy/index.html# 15 DISABLED VETERANS BUSINESS ENTERPRISE (DVBE) PARTICIPATION The County, as a matter of policy, encourages the participation of Disabled Veterans Business Enterprises (DVBE). County of San Diego, Board of Supervisors DVBE policy B-39a is found at http://www.sdcounty.ca.gov/cob/policy/index.html#. Information concerning California State Certified DVBE sources or programs may be found at http://www.pd.dgs.ca.gov. County DVBE policy requirements shall prevail over the State of California DVBE program requirements. Board Policy B-39a further requires a DVBE participation of 3% for all Service procurements that are not exempt from the DVBE requirement, and are estimated (by the County) to exceed one million dollars annually. In the case of indefinite delivery/indefinite quantity Service contracts (also known as As-Needed Services Contracts), the 3% participation will be applied to the value of each individual task order. For purposes of clarification, each individual task order is considered a Service contract for purposes of DVBE requirements. For all service procurements, DVBE documentation shall be submitted within two (2) business days of offer submittal. In the case of indefinite delivery/indefinite quantity Service contracts, DVBE documentation shall be submitted with the response to each individual task order. If the prime consultant is a DVBE, DVBE documentation, which includes the Bidder/Firm DVBE Information Form and the “Good Faith Effort” Package, will be available upon request. Failure to provide evidence of a good-faith effort to comply with the 3% DVBE participation may be deemed non-responsive and may not be considered for contract award. 16 DISADVANTAGE BUSINESS ENTERPRISE (DBE) The County of San Diego, as a matter of policy, shall encourage the utilization and participation of DBE for Federally funded Department of Transportation (FAA, FHWA, FTA) projects when required under provisions of 49 CFR 26. There is no DBE project goal established for this project. The County of San Diego will meet the DBE goal on FAA assisted projects through race neutral measures. County of San Diego supports the use of race neutral measures to facilitate participation by DBEs and other small businesses, and encourages prime contractors to subcontract portions of their work that they might otherwise perform with their own forces. To comply with federal requirements the LAPM Exhibit 10-O1 “Consultant Proposal DBE Commitment” as shown in RFSQ Section B – DBE Forms/Information, will be included in the RFSQ response. Upon contract award, the winning vendor will execute and return LAPM Exhibit 10-O2 “Consultant Contract DBE Information”, as shown in RFSQ Section B – DBE Forms/Information, even if no DBE participation will be reported.
Section B –Terms & Conditions RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION B – SUBMITTAL REQUIREMENTS AND EVALUATION CRITERIA
SUBMISSION OF SOQ The following information shall be included in the Statement of Qualifications (SOQ) in order to be considered responsive. All items, excluding the cover letter, shall be double sided and organized in accordance with, and in the order provided below. Each submittal shall contain one (1) original and four (4) bound paper copies of the SOQ (no 3-ring binders will be accepted for the SOQ copies submitted). Page limit for the SOQ is 30 pages (10 to 12 pt. font). Arrange these required elements in the following order: Submittal Cover: Include the Request for Qualification’s title and submittal due date, the name, address, fax number, telephone number of principal firm. Tab 1.
A completed and signed Cover Page (PC600)
Tab 2.
A completed and signed Representations and Certifications Form.
Tab 3.
Letter of Introduction: Letter of Introduction on company letterhead to include no more than one (1) page of typed narrative (Arial or Times New Roman – 10 to 12 pt. font).
Tab 4.
A completed and signed Statement of Qualifications Questionnaire
Tab 5.
A completed and current, Standard Form 330 (SF330) (The required PDF version document with instructions is available at www.fedforms.gov or search GSA Standard Forms (SF). The SF330 is not included as part of the 30 page limit of the SOQ. Additional County requirements for certain SF330 sections are as follows: Part I – CONTRACT SPECIFIC QUALIFICATIONS A. Contract Information 1. Title and Location: As-Needed Architectural, Engineering, Planning and Related Professional Services For County of San Diego Airports 2. Public Notice Date: October 21, 2013 3. Solicitation or Project Number: County of San Diego – RFSQ 6186 B. As requested in SF330 C. As requested in SF330 D.
Organizational Chart of Proposed Team - Chart is MANDATORY
E.
As requested in SF330
Section B – Submittal Requirements & Evaluation Criteria RFSQ 6186
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F.
Example projects which best illustrate proposed teams qualifications for this contract (Submit no more than five (5) example projects completed within last five (5) years)
G. As requested in SF330 (5 example projects are sufficient) H. Additional Information - Item 30 in SF330 to include no more than 30 pages of typed narrative (Aerial or Times New Roman – 10 to 12 font) briefly discussing, in order, evaluation criteria 2, 3 and 5 through 7 as detailed in Evaluation Criteria below. I. As requested in SF330 Part II – GENERAL QUALIFICATIONS Complete additional form for each subcontractor firm proposed on team. Tab 6.
Completed LAPM Exhibit 10-O1 “Consultant Proposal DBE Commitment” Please see Section B – DBE Forms/Information.
The SOQ must have the above-required items, tabbed and in the order shown, to be deemed responsive. At the discretion of San Diego County, non-responsive submittals may be disqualified. The evaluation will be based on the original SOQ submittal. Omissions and inconsistencies in the original SOQ and copies may result in a loss of points or disqualification. SELECTION PROCESS 1. All SOQs will be evaluated by a Qualification Committee who will then rank all respondents according to their relative satisfaction of the evaluation criteria. The highest ranked firms will be placed on the short list for consideration by a Selection Committee. 2. The Selection Committee will interview, evaluate, and rank the short listed firms, in order, according to their satisfaction of the evaluation criteria and subsequent interview. 3. Negotiations for fair and reasonable contract billing rates will then begin with the highest ranked firm. Negotiations shall proceed through the short list (if required) until a firm is selected or negotiations are terminated by the County. 4. Upon successful negotiation of contract billing rates, a pro forma contract shall be executed with the firm. The qualification and selection will be in accordance with Board of Supervisors’ Policy F-40, “Procuring Architectural, Engineering, and Related Professional Services”, and is available on the County website at http://www.sdcounty.ca.gov/cob/docs/policy/F-40.pdf
Section B – Submittal Requirements & Evaluation Criteria RFSQ 6186
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EVALUATION The following criteria will be used in the evaluation of the Statement of Qualification submittals. Qualification and Selection Committees shall rank Firms based on this criteria. These are listed in order of priority with weighted value out of 105 for Qualification Phase and 150 for Selection Phase: 1. Project Specific Questions (45 points) Applies to Selection interviews only – not for Qualification Phase 2. Firm’s Capabilities (30 maximum points): Qualification of firm and key sub-consultant firms Management and scheduling abilities Other on-going projects and priorities Quality and cost control measures Knowledge of County processes and requirements Demonstrated Commitment to meeting County project schedules 3. Project Team (including subconsultants) (25 maximum points): Education of key personnel assigned to this project Experience in the design of airport projects Time commitment of key members Organization Chart showing project staff and responsibilities Indicate type of services each will perform 4. Project Understanding and Approach (20 maximum points): Knowledge of Federal Aviation Regulations part 139 standards as they relate to this project Understanding of various types of work required Pertinent knowledge of various County Airports Innovative approaches and internal measures for timely completion of project 5. Past Performance (15 maximum points): Record of producing a quality design on airport projects on time and within budget Compliance with Federal Aviation Administration standard specifications Reference checks (selected and conducted by panel) 6. Location of Firm (10 maximum points): Where project services to be performed (office location) Where subconsultant project services to be performed (office location) Location of key project manager, key engineer, key planner or environmental planner 7. Business Status of Primary Firm or Participation (5 maximum points): Small Business Enterprise (SBE) Disabled Veteran Business Enterprise (DVBE)
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8. Conformance with County Board of Supervisors Policies A-113, “Drug and Alcohol Requirements for the work places of County Contract and Grantees”, and C-25, “County of San Diego Drug and Alcohol Use Policy”, and appropriate County Administrative Codes. This Criterion will receive a pass/fail determination, if applicable. 9. Disadvantaged Business Enterprise (DBE) status and/or participation. This criterion shall be utilized for Federally funded Department of Transportation (FAA, FHWA, FTA) projects when required under provisions of 49 CFR 26. This Criterion will receive a pass/fail determination, if applicable. 10. Disabled Veterans Business Enterprise (DVBE) participation. This criterion shall be utilized for Service Procurements that are not exempt from the DVBE requirement and are estimated (by the County) to exceed one million dollars ($1,000,000) annually. This Criterion will receive a pass/fail determination, if applicable.
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION B – STATEMENT OF QUALIFICATIONS QUESTIONNAIRE
Note: Statements shall be typed on this form. Clarity and concise expression are essential. Do not respond to the questions by referring to resume. Please make every effort to confine your response to the space provided on this form (however, supplemental pages will be acceptable when necessary to develop an appropriate response). Multiple forms may be submitted for joint ventures. 1.
GENERAL Firm’s Name Telephone No.
FAX No.
Email Address Address The person(s) who will have the basic responsibility for the work and with whom the County will have direct contact is: Name: Firm: Title: (Check One)
Corporation
Partnership
Sole Proprietorship
Joint Venture
If submittal is a joint venture, name each member of the joint venture and identify the responsibility (including administrative, technical, etc.) of each participating firm. Participating Firm:
Responsibility:
Has this joint venture previously worked together?
Section B – Statement Of Qualifications Questionnaire RFSQ 6186
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Yes
No
2.
BOARD POLICY C-25: DRUG & ALCOHOL USE It is the policy of the Board of Supervisors that in order to attain or maintain a contract with the County, each firm shall agree that while performing services pursuant to the contract or using County equipment, the firm or the firm’s employees: 1. Shall not be in any way impaired because of being under the influence of alcohol or a drug. 2. Shall not possess, consume, or be under the influence of alcohol and/or an illegal drug. 3. Shall not sell, offer, or provide alcohol or an illegal drug to another person. This policy, as it relates to firms, shall be implemented by requiring appropriate contract provisions to be included in any contract between the County and a firm. Does the corporation, partnership, or sole proprietorship or each partner of a joint-venture have any conflict of interest within the above context? _____ YES (Disqualifying – Do Not Submit SOQ)
3.
_____ NO
Section 67 of the San Diego County Administrative Code reads as follows: SECTION 67. PROHIBITED CONTRACTS. Notwithstanding any other section of this Code, the County shall not contract with, and shall reject any bid or submittal submitted by, the persons or entities specified below, unless the Board of Supervisors finds that special circumstances exist which justify the approval of such contract. a)
Persons employed by the County or of public agencies for which the Board of Supervisors is the governing body;
b)
Profit making firms or businesses in which employees described in sub-section (a) serve as officers, principals, partners or major share-holders;
c)
Persons who, within the immediately preceding twelve (12) months, came within the provisions of subsection (a), and who (1) were employed in positions of substantial responsibility in the area of service to be performed by the contract, or (2) participated in any way in developing the contract or its service specifications, and
d)
Profit-making firms or businesses in which the former employees described in subsection (c) serve as officers, principals, partners or major shareholders.
With the affixing of a signature to your response to this solicitation, offers or certifies that the above provisions of the Code have been complied with, and that any exception will cause any ensuing contract to be invalid.
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4.
DISABLED VETERANS BUSINESS ENTERPRISE (DVBE) STATUS a.
General: Disabled Veterans Business Enterprise means a business which is at least fifty-one percent (51%) owned and operated by one or more veterans with a service related disability as certified by the California Department of General Services or the Office of Small Business. Is the firm a DVBE Business as defined above? Yes No
b.
For Joint Ventures Only: If a joint venture is proposed, list each participating firms in the appropriate section. Indicate whether or not it is a DVBE Business and percentage of fee each firm will receive. Approximate % of Project Name of Firm
Is Firm a DVBE Business? Yes
No
Yes
No
% Fee Firm will Receive
Total percent of fee will be received by “DVBE” business: c.
Subconsultants: Non-DVBE firms are encouraged to identify and utilize DVBE’s as subconsultants. If any subconsultants are proposed, list each subconsultant in the appropriate column and identify the work to be done by the subconsultant: Non-DVBE Subconsultant
Work to be Done
Approximately Total Percentage Non-DVBE Consultant(s) ____________%
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d.
DVBE: Business Subconsultant
Work to be Done
Project Fee
Approximately Total Percentage DVBE Subconsultant(s) Approximately Total Percentage Sub-Consulted
5.
SMALL BUSINESS STATUS A “Small Business Concern” is defined by County Board Policy B-53, “Small Business Policy (SBP)” as follows: “A small business concern is one with 100 or fewer employees and average annual gross with sales of less than $12 million over the last three tax years, and is independently owned and operated, or is certified as a Small Business Enterprise by the State of California.” Is your firm independently owned and operated? ______ YES
______ NO
Does your firm have 100 or fewer employees? ______ YES
______ NO
Is your firm’s average annual gross sales for the last three tax years less than $10 million? ______ YES
______ NO
Is your firm certified as a Small Business Enterprise by the State of California? ______ YES ______ NO (If yes, provide a copy of current certification.)
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6.
CONSULTANT REFERENCES Proposer shall complete the following client information for three (3) cooperative recent clients. Three references should be provided for the prime and each partner in a joint-venture. Subconsultant references may be listed if significant to project requirements. References should be for airport architectural, engineering, planning and related professional services that are similar to those required for the project submittal and may be public or private sources. References other than from the County of San Diego Department of Public Works are preferred. Contact phone numbers must be valid for consideration. The County may, at its discretion, contact the references listed below or other persons to obtain reference statements relative to previous work. (A) The following three references are for the firm of: _________________________________________________________________ 1.
Name and address of Client: _____________________________________ _____________________________________ _____________________________________ Client’s Project Manager: Phone Number: Name of Project: Location of Project: When Services Provided: Cost of Services Provided: Description of Services Provided:
2.
Name and Address of Client: _____________________________________ _____________________________________ _____________________________________ Client’s Project Manager: Phone Number: Name of Project: Location of Project: When Services Provided: Cost of Services Provided: Description of Services Provided:
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3.
Name and Address of Client: _____________________________________ _____________________________________ _____________________________________ Client’s Project Manager: Phone Number: Name of Project: Location of Project: When Services Provided: Cost of Services Provided: Description of Services Provided:
(B) The following three references are for the firm of: 1.
Name and address of Client: _____________________________________ _____________________________________ _____________________________________ Client’s Project Manager: Phone Number: Name of Project: Location of Project: When Services Provided: Cost of Services Provided: Description of Services Provided:
2.
Name and Address of Client: _____________________________________ _____________________________________ _____________________________________ Client’s Project Manager: Phone Number: Name of Project: Location of Project: When Services Provided: Cost of Services Provided: Description of Services Provided:
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Name and Address of Client: _____________________________________ _____________________________________ _____________________________________ Client’s Project Manager: Phone Number: Name of Project: Location of Project: When Services Provided: Cost of Services Provided: Description of Services Provided:
8.
ENDORSEMENT BY JOINT-VENTURE OR SUBCONSULTANTS If Proposer indicates joint-venture or subconsultant participation, then each member firm and subconsultant must sign below to indicate consent to submittal of this Statement of Qualifications. The signature authorizes the use of that firm’s name in this submittal. Primes indicating the utilization of any joint-ventures or subconsultants must obtain an authorizing signature below for each firm listed. A. Firm _________________________________________________________ Signature _____________________________________________________ Typed Name __________________________________________________ Title _________________________________________________________ Date _________________________________________________________
B. Firm _________________________________________________________ Signature _____________________________________________________ Typed Name __________________________________________________ Title _________________________________________________________ Date _________________________________________________________
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C. Firm _________________________________________________________ Signature _____________________________________________________ Typed Name __________________________________________________ Title _________________________________________________________ Date _________________________________________________________
9.
ENDORSEMENT BY SUBMITTING FIRM To be signed by submitting firm. The foregoing is true and correct: SIGNATURE of person preparing this SOQ: By: __________________________________________________ Type Name: ___________________________________________ Type Title: ____________________________________________ Date: ____________________________________________
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION B – DBE FORMS/INFORMATION
DBE FORMS/INFORMATION INDEX
LAPM Exhibit 10-I, “Notice to Proposers DBE Information (Provided for Informational Purposes)
LAPM Exhibit 10-O1, “Consultant Proposal DBE Commitment” (Submit with Statement of Qualifications)
LAPM Exhibit 10-O2, “Consultant Contract DBE Information” (Submit if Selected for Contract)
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EXHIBIT 10-I NOTICE TO PROPOSERS DBE INFORMATION
The Agency has not established a goal for this Contract. However, proposers are encouraged to obtain DBE participation for this contract.
1.
TERMS AS USED IN THIS DOCUMENT
The term “Disadvantaged Business Enterprise” or “DBE” means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of Federal Regulations (CFR), Part 26.5.
The term “Agreement” also means “Contract.”
Agency also means the local entity entering into this contract with the Contractor or Consultant. The term “Small Business” or “SB” is as defined in 49 CFR 26.65.
2. AUTHORITY AND RESPONSIBILITY A.
B.
DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds (See 49 CFR 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”). The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs.
3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract, Exhibit 10-O1 Consultant Proposal DBE Commitment must be included in the Request for Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must document adequate good faith efforts. All DBE participation will be counted towards the contract goal; therefore, all DBE participation shall be collected and reported. Exhibit 10-O2 Consultant Contract DBE Information must be included with the Request for Proposal. Even if no DBE participation will be reported, the successful proposer must execute and return the form.
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4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer’s responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department’s DBE program developed pursuant to the regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B.
A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company.
C. A DBE proposer not proposing as a joint venture with a non-DBE, will be required to document one or a combination of the following: 1. The proposer is a DBE and will meet the goal by performing work with its own forces. 2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or trucking companies. 3. The proposer, prior to proposing, made adequate good faith efforts to meet the goal. D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants. G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the DBE participation except that portion of the work to be performed by non-DBE subconsultants. 5.
RESOURCES A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance. B. Access the CUCP database from the Department of Transportation, Office of Business and Economic Opportunity Web site at: http://www.dot.ca.gov/hq/bep/. 1. Click on the link in the left menu titled Disadvantaged Business Enterprise; 2. Click on Search for a DBE Firm link; 3. Click on Access to the DBE Query Form located on the first line in the center of the page. Searches can be performed by one or more criteria. Follow instructions on the screen.
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6.
MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING CONDITIONS:
A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Contract and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of the materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers’ own distribution equipment shall be, by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services.
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EXHIBIT 10-O1 CONSULTANT PROPOSAL DBE COMMITMENT (Inclusive of all DBEs listed at bid proposal. Refer to instructions on the reverse side of this form)
Consultant to Complete this Section 1. Local Agency Name: ________________________________________________________________________________________ 2. Project Location: ___________________________________________________________________________________________ 3. Project Description: _________________________________________________________________________________________ 4. Consultant Name: __________________________________________________________________________________________ 5. Contract DBE Goal %: ________________
DBE Commitment Information 6. Description of Services to be Provided
7. DBE Firm Contact Information
Local Agency to Complete this Section
8. DBE Cert. Number
9. DBE %
10. Total % Claimed
___________ % 16. Local Agency Contract Number: ________________________________________________
17. Federal-aid Project Number: ___________________________________________________
18. Proposed Contract Execution Date: ________________________
________________________________ Local Agency certifies that all DBE certifications are valid and the information on this form is complete and accurate:
11. Preparer’s Signature
________________________________ _____________________________________________________________________________ 19. Local Agency Representative Name (Print)
12. Preparer’s Name (Print)
________________________________ ___________________________________________________ 20. Local Agency Representative Signature
________________________ 21. Date
13. Preparer’s Title
____________ ___________________ 14. Date ___________________________________________________ 22. Local Agency Representative Title
Distribution:
________________________ 23. (Area Code) Tel. No.
(1) Original – Consultant submits to local agency with proposal (2) Copy – Local Agency files
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15. (Area Code) Tel. No.
INSTRUCTIONS - CONSULTANT PROPOSAL DBE COMMITMENT Consultant Section The Consultant shall: 1. Local Agency Name – Enter the name of the local or regional agency that is funding the contract. 2. Project Location - Enter the project location as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 4. Consultant Name - Enter the consultant’s firm name. 5. Contract DBE Goal % - Enter the contract DBE goal percentage, as it was reported on the Exhibit 10-I Notice to Proposers DBE Information form. See LAPM Chapter 10. 6. Description of Services to be Provided - Enter item of work description of services to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 7. DBE Firm Contact Information - Enter the name and telephone number of all DBE subcontracted consultants. Also, enter the prime consultant’s name and telephone number, if the prime is a DBE. 8. DBE Cert. Number - Enter the DBEs Certification Identification Number. All DBEs must be certified on the date bids are opened. (DBE subcontracted consultants should notify the prime consultant in writing with the date of the decertification if their status should change during the course of the contract.) 9. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 10. Total % Claimed – Enter the total DBE participation claimed. If the Total % Claimed is less than item “6. Contract DBE Goal”, an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 11. Preparer’s Signature – The person completing this section of the form for the consultant’s firm must sign their name. 12. Preparer’s Name (Print) – Clearly enter the name of the person signing this section of the form for the consultant. 13. Preparer’s Title - Enter the position/title of the person signing this section of the form for the consultant. 14. Date - Enter the date this section of the form is signed by the preparer. 15. (Area Code) Tel. No. - Enter the area code and telephone number of the person signing this section of the form for the consultant.
Local Agency Section: The Local Agency representative shall: 16. Local Agency Contract Number - Enter the Local Agency Contract Number. 17. Federal-Aid Project Number - Enter the Federal-Aid Project Number. 18. Contract Execution Date - Enter date the contract was executed and Notice to Proceed issued. See LAPM Chapter 10, page 23. 19. Local Agency Representative Name (Print) - Clearly enter the name of the person completing this section. 20. Local Agency Representative Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 21. Date - Enter the date the Local Agency Representative signs the form. 22. Local Agency Representative Title - Enter the position/title of the person signing this section of the form. 23. (Area Code) Tel. No. - Enter the area code and telephone number of the Local Agency representative signing this section of the form.
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EXHIBIT 10-O2 CONSULTANT CONTRACT DBE INFORMATION (Inclusive of all DBEs listed at contract award. Refer to instructions on the reverse side of this form)
Consultant to Complete this Section 1. Local Agency Name: ________________________________________________________________________________________ 2. Project Location: ___________________________________________________________________________________________ 3. Project Description: _________________________________________________________________________________________ 4. Total Contract Award Amount: $ ______________________ 5. Consultant Name: __________________________________________________________________________________________ 6. Contract DBE Goal %: ________________ 7. Total Dollar Amount for all Subconsultants: $ ______________________ 8. Total Number of all Subconsultants: _______________
Award DBE/DBE Information 9. Description of Services to be Provided
10. DBE/DBE Firm Contact Information
Local Agency to Complete this Section 20. Local Agency Contract Number: ________________________________________________ 21. Federal-aid Project Number: ___________________________________________________ 22. Contract Execution Date: ________________________
12. DBE Dollar Amount
11. DBE Cert. Number
13. Total Dollars Claimed
$ ___________
14. Total % Claimed __________ %
Local Agency certifies that all DBE certifications are valid and the information on this form is complete and accurate: _____________________________________________________________________________ 23. Local Agency Representative Name (Print) ___________________________________________________ 24. Local Agency Representative Signature
________________________ 25. Date
___________________________________________________ 26. Local Agency Representative Title
________________________ 27. (Area Code) Tel. No.
________________________________ 15. Preparer’s Signature
________________________________ 16. Preparer’s Name (Print)
Caltrans to Complete this Section
________________________________
Caltrans District Local Assistance Engineer (DLAE) certifies that this form has been reviewed for completeness: ___________________________ 28. DLAE Name (Print)
_______________________________ 29. DLAE Signature
17. Preparer’s Title
____________ ___________________ 18. Date
19. (Area Code) Tel. No.
______________ 30. Date
Distribution: (1) Copy – Email a copy to the Caltrans District Local Assistance Engineer (DLAE) within 30 days of contract award. Failure to send a copy to the DLAE within 30 days of contract award may result in delay of payment. (2) Copy – Include in award package sent to Caltrans DLAE (3) Original – Local agency files
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INSTRUCTIONS - CONSULTANT CONTRACT AWARD DBE INFORMATION Consultant Section The Consultant shall: 1. Local Agency Name – Enter the name of the local or regional agency that is funding the contract. 2. Project Location - Enter the project location as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 4. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 5. Consultant Name - Enter the consultant’s firm name. 6. Contract DBE Goal % - Enter the contract DBE goal percentage, as it was reported on the Exhibit 10-I Notice to Proposers DBE Information form. See LAPM Chapter 10. 7. Total Dollar Amount for all Subconsultants – Enter the total dollar amount for all subcontracted consultants. SUM = (DBE’s + all Non-DBE’s). Do not include the prime consultant information in this count. 8. Total number of all subconsultants – Enter the total number of all subcontracted consultants. SUM = (DBE’s + all NonDBE’s). Do not include the prime consultant information in this count. 9. Description of Services to be Provided - Enter item of work description of services to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 10. DBE Firm Contact Information - Enter the name and telephone number of all DBE subcontracted consultants. Also, enter the prime consultant’s name and telephone number, if the prime is a DBE. 11. DBE Cert. Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date bids are opened. (DBE subcontracted consultants should notify the prime consultant in writing with the date of the decertification if their status should change during the course of the contract.) 12. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE, and include DBEs that are not identified as subconsultants on the Exhibit 10-O1 Consultant Proposal DBE Commitment form. See LAPM Chapter 9 for how to count full/partial participation. 13. Total Dollars Claimed – Enter the total dollar amounts for column 13. 14. Total % Claimed – Enter the total DBE participation claimed for column 13. SUM = (item “14. Total Participation Dollars Claimed” divided by item “4. Total Contract Award Amount”). If the Total % Claimed is less than item “6. Contract DBE Goal”, an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer’s Signature – The person completing this section of the form for the consultant’s firm must sign their name. 16. Preparer’s Name (Print) – Clearly enter the name of the person signing this section of the form for the consultant. 17. Preparer’s Title - Enter the position/title of the person signing this section of the form for the consultant. 18. Date - Enter the date this section of the form is signed by the preparer. 19. (Area Code) Tel. No. - Enter the area code and telephone number of the person signing this section of the form for the consultant.
Local Agency Section: The Local Agency representative shall: 20. Local Agency Contract Number - Enter the Local Agency Contract Number. 21. Federal-Aid Project Number - Enter the Federal-Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed and Notice to Proceed issued. See LAPM Chapter 10, page 23. 23. Local Agency Representative Name (Print) - Clearly enter the name of the person completing this section. 24. Local Agency Representative Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 25. Date - Enter the date the Local Agency Representative signs the form. 26. Local Agency Representative Title - Enter the position/title of the person signing this section of the form. 27. (Area Code) Tel. No. - Enter the area code and telephone number of the Local Agency representative signing this section of the form.
Caltrans Section: Caltrans District Local Assistance Engineer (DLAE) shall: 28. DLAE Name (Print) – Clearly enter the name of the DLAE. 29. DLAE Signature – DLAE must sign this section of the form to certify that it has been reviewed for completeness. 30. Date - Enter the date that the DLAE signs this section the form.
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C – CONTRACT This Contract (“Contract”) is made and entered into on ______________ by and between the County of San Diego, a political subdivision of the State of California, (“County”) and _________________________________, a ____________________________. (“Consultant”), with reference to the following facts:
A.
RECITALS The County, by action of the Board of Supervisors on June 26, 2013, Minute Order No. 5, authorized the Director of Purchasing and Contracting, to award a Contract for architectural, engineering, planning and related professional services on an as-needed basis for FAA funded County of San Diego airport projects.
B.
Consultant is specially trained and possesses certain skills, experience, education and competency to perform the work described herein.
C.
The Agreement shall consist of this pro forma Agreement, Exhibit A Statement of Work, Exhibit B Insurance Requirements, Exhibit C Pricing Schedule, and Exhibit D, FAA Contract Provisions. In the event that any provision of the Pro Forma Agreement or its Exhibits, A, B, C, or D conflicts with any other term or condition, precedence shall be: First (1st) FAA Contract Provisions; Second (2nd) the Pro Forma; Third (3rd) Exhibit B; Fourth (4th) Exhibit A; Fifth (5th) Exhibit C.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 PERFORMANCE OF WORK 1.1 Standard of Performance. Consultant shall, in a good and workmanlike manner and in accordance with the highest professional standards, perform and complete the work and provide the services required of Consultant by this Contract. 1.2 Consultant’s Key Personnel. Consultant’s duties under this Contract shall be performed on behalf of Consultant by __________________________, Consultant’s Key Personnel. Consultant represents and warrants that (1) Consultant’s Key Personnel has fulfilled all applicable requirements of the laws of the State of California to perform the work under this Contract and has full authority to act for Consultant hereunder. Consultant’s Key Personnel shall perform the work or oversee the performance of the work described in Exhibit A, Statement of Work. Consultant’s Key Personnel shall not be changed during the Term of the Contract without County’s prior written consent. County reserves the right to terminate this Contract pursuant to Section 7.1, “Termination for Default,” if Consultant’s Key Personnel should leave Consultant’s employ, or, if in County’s judgment, the work hereunder is not being performed by Consultant’s Key Personnel. 1.3 Independent Contractor. For all purposes under this Contract, Consultant is an independent contractor, and neither Consultant nor Consultant’s employees or subcontractors shall be deemed to be employees of County for any reasons. Consultant shall perform its obligations under this Contract according to Consultant’s own means and methods of work which shall be in the exclusive charge and under the control of Consultant, and which shall not be subject to control or supervision by County except as to the results of the work. Neither Consultant nor Consultant’s employees or subcontractors shall be entitled to any benefits to which County employees are entitled including, without limitation, overtime, retirement, workers’ compensation and injury leave. 1.4 Consultant’s Agents, Employees and Subcontractors. Consultant shall obtain, at Consultant’s expense, all agents, employees and subcontractors required for Consultant to perform the services under this Contract. All such services shall be performed by Consultant’s Key Personnel, or under Consultant’s Key Personnel’s supervision by persons authorized by law to perform such services. Retention by Consultant of any agent, employee or subcontractor shall be at Consultant’s sole cost and expense, and County shall have no obligation to pay Consultant’s agents, employees or subcontractors; to support any such person’s or entity’s claim against Consultant; or to defend Consultant against any such claim. 1.4.1
Consultant Responsibility. If Consultant uses a subcontractor for any portion of the services required under this Contract, Consultant remains primarily responsible for carrying out all the terms of this Contract,
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including the subcontractor’s performance and insuring that the subcontractor retains and makes its records available in accordance with this Contract. Consultant shall not allow any subcontractor to enter into a subsubcontract for services under this Contract without County’s prior written consent. 1.4.2
Subcontracts. Consultant shall ensure that all subcontracts incorporate by reference the following terms of this Contract: 1.1, 1.3, 1.5, 3.2, 4.3, 4.4, 4.5, 7.1, 7.2, 7.3, 8.1, 8.3, 8.5, 8.8, 8.9, 8.10, 9.1, 9.2, 10.2, 13.1, 13.2, 16.2, 16.5, 16.6, 16.10, 16.12 and 16.16. If Consultant enters into one or more subcontracts, the subcontract(s) shall not prohibit the subcontractor from negotiating directly with and entering into a contract with County.
1.4.3
Change of Subcontractors. Before Consultant enters into any subcontract with a subcontractor not listed in Exhibit A, Statement of Work, Consultant shall obtain the written consent of the Contracting Officer’s Representative (“COR”). “Subcontractor” means any entity, other than County, that furnishes services or supplies to Consultant that are relevant to this Contract other than standard commercial supplies, office space, and printing services.
1.5 Consultant’s Equipment. Consultant has secured or shall secure at Consultant's own expense all persons, employees, labor, supplies, materials, equipment, transportation, printing and facilities, except those expressly specified herein to be furnished by County, to perform the services required under this Contract. All such services shall be performed by Consultant, or under Consultant's supervision, by persons authorized by law to perform such services. County shall not be responsible nor be held liable for any damage to person or property resulting from the use, misuse or failure of any equipment used by Consultant or any of Consultant's employees, even though such equipment be furnished, rented or loaned to Consultant by County. The acceptance or use of any such equipment by Consultant or any of Consultant's employees shall be construed to mean that Consultant accepts full responsibility for and agrees to exonerate, indemnify and save harmless County from and against any and all claims for any damage whatsoever resulting from the use, misuse or failure of such equipment, whether such damage be to the employee or property of Consultant, other Consultants, County, or other persons. Equipment includes, but is not limited to material, tools and machinery. ARTICLE 2 SCOPE OF WORK 2.1 Statement of Work. Consultant shall perform the work described in the “Statement of Work” attached as Exhibit A to this Contract, and by this reference incorporated herein, except for any work therein designated to be performed by County. 2.2 Right To Acquire Equipment and Services. Nothing in this Contract shall prohibit the County from acquiring the same type or equivalent type of equipment or services from other sources. ARTICLE 3 CONTRACT TERM 3.1 Contract Term. This Contract shall be effective on ____________, and shall terminate on _____________ (“Term”).
ARTICLE 4 COMPENSATION 4.1 Compensation. County will pay Consultant a fee not to exceed $5,000,000.00 (“Maximum Compensation”), pursuant to Exhibit C, Pricing Schedule and Consultant Billing Guidelines, for the satisfactory completion of the services specified in Exhibit A, Statement of Work. 4.1.1
Time and Material Basis for Compensation. The County hereby agrees to pay Consultant, as full compensation for Consultant’s services, hourly rates and other expenses, if any, as specified in that certain document entitled “Allowable Billing Rates” attached hereto as Exhibit B and incorporated herein by this reference. With exception of prevailing wages, billing rates for services and other authorized expenses may be adjusted on the first Contract anniversary date and annually thereafter to rates that are fair and reasonable, by mutual agreement between the County and Consultant. Billing rates are applied to work in accordance with the “Consultant Billing Guidelines” attached to this Contract as Exhibit C-Attachment 1, and incorporated herein
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by this reference. Adjustments to billing rates shall apply to new work or services only unless billing rates are for a prevailing wage rate that is subject to change in accordance with 16 Cal. Code Regs. § 16204(b) pertaining to double asterisk rates or a similar federal requirement for federally funded work in which event the prevailing wage rate shall be adjusted on the date it becomes effective. Unless otherwise approved by County in writing or for double asterisk type State or Federal prevailing wages, revised billing rates shall not be applicable to work or services for which fees have previously been negotiated and authorized by Task Order. 4.1.2
4.1.3
Fixed Fee for Deliverables. Tasks identified in the Statement of Work or by Task Order as being compensated for based on a fixed fee for a deliverable shall be paid by the County on the basis of percentage completion, or, at the election of the Contracting Officer’s Representative (COR), on the basis of submittal completion for discrete task components or short duration tasks. 4.1.2.1
Percentage Completion. One month after the commencement of work on the task, and at the expiration of each month thereafter, Consultant shall certify the percentage of completion of said task order on a form acceptable to the Contracting Officer. A partial payment computed by multiplying the fixed fee for the task assigned by this percentage shall then become due and payable; provided, however, that no more than ninety percent (90%) of the total fee for the task is paid during the performance of the task.
4.1.2.2
Submittal Completion. No more than ninety percent (90%) of the total fee for a series of discreet tasks that constitute a single deliverable shall be paid to Consultant prior to the satisfactory delivery of the work product.
Accounting System And Fiscal Monitoring. Consultant shall maintain and use an accounting and financial support system to monitor, control and verify costs.
4.2 Invoices and Payment. 4.2.1
Invoices. Payment for the work performed under this Contract shall be in accordance with Exhibit C. Consultant shall submit invoices to the COR. Consultant’s monthly invoices shall include a statement certifying whether it is in compliance with Section 8.9 “Debarment and Suspension” of this contract. Consultant is required to report: 1) DVBE participation on this invoice and cumulative totals for this contract, and 2) DBE participation on each invoice submitted to the County. All Airport Improvement Program (AIP) funded planning projects will require copies of invoices as well as narrative progress report be submitted to LAX-ADO (Airport District Office). The narrative progress report must describe in detail work performed during the billing period for which Consultant(s) have billed for. Authorization of payment would be withheld until properly supplied.
4.2.2
Payments. County will pay Consultant in arrears only after receipt and approval by COR of a properly submitted, detailed and itemized original invoice referencing the Contract number and the information as specified in Exhibits A and C. Each invoice, or portion thereof, so approved and paid shall constitute full and complete compensation to Consultant for the work completed during the billing period pursuant to Exhibits A and C. Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated.
4.2.3
Prompt Payment for Vendors and Subconsultants. 4.2.3.1 Prompt payment for vendors and subconsultants. 4.2.3.1.1 Unless otherwise set forth in this paragraph 4.2.3.3, Consultant shall promptly pay its vendors and subconsultant(s) for satisfactory performance under its subcontract(s) to this Agreement. Such prompt payment shall be no later than thirty (30) days after Consultant receives payment for such services from County and shall be paid out of such amounts as are paid to Consultant under this Agreement. 4.2.3.1.2
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Consultant shall include a payment clause conforming to the standards set forth in Paragraph 4.2.3.1.1 of this Agreement in each of its subcontracts, and shall require each of its subconsultants to include such a clause in their subcontracts with each lower-tier subconsultant or supplier. Page 3 of 16
4.2.3.2 If Consultant, after submitting a claim for payment to County but before making a payment to a vendor or subconsultant for the goods or performance covered by the claim, discovers that all or a portion of the payment otherwise due such vendor or subconsultant is subject to withholding from the vendor or subconsultant in accordance with the vendor or subcontract agreement, then the Consultant shall: 4.2.3.2.1 Furnish to the vendor or subconsultant and the COR within three (3) business days of withholding funds from its vendor or subconsultant a notice stating the amount to be withheld, the specific causes for the withholding under the terms of the subcontract or vendor agreement, and the remedial actions to be taken by the vendor or subconsultant in order to receive payment of the amounts withheld. 4.2.3.2.2 Consultant shall reduce the subconsultant’s progress payment by an amount not to exceed the amount specified in the notice of withholding furnished under paragraph 4.2.3.2.1 of this Agreement and Consultant may not claim from the County this amount until its subconsultant has cured the cause of Consultant withholding funds. 4.2.3.2.3 Upon the vendor’s or subconsultant’s cure of the cause of withholding funds, Consultant shall pay the vendor for subconsultant as soon as practicable, and in no circumstances later than ten (10) days after the Consultant claims and receives such funds from County. 4.2.3.3 Consultant shall not claim from County all of or that portion of a payment otherwise due to a vendor or subconsultant that Consultant is withholding from the vendor or subconsultant in accordance with the subcontract agreement where Consultant withholds the money before submitting a claim to County. Consultant shall provide its vendor or subconsultant and the COR with the notice set forth in Paragraph 4.2.3.2.1 of this Agreement and shall follow Paragraph 4.2.3.2.3 of the Agreement when vendor or subconsultant cures the cause of Consultant withholding its vendors or subconsultant’s funds. 4.2.3.4 Overpayments. If Consultant becomes aware of a duplicate contract financing or invoice payment for that County has otherwise overpaid on a contract financing or invoice payment, Consultant shall immediately notify the COR and request instructions for disposition of the overpayment. 4.2.4
Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following exists: 4.2.3.1. Misrepresentation. Consultant with or without knowledge, made any misrepresentation of substantial and material nature with respect to any information furnished to County. 4.2.3.2 Unauthorized Actions by Consultant. Consultant took an action without receiving County’s prior approval as required under this Contract. 4.2.3.3 Default. Consultant is in default of a term or condition of this Contract.
4.3 Availability of Funding. The County’s obligation to make any payment under this Contract beyond the current fiscal year is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and are made available for payment of this Contract. 4.4 Reduction in Funding. County may terminate this Contract or reduce compensation and service levels proportionately upon 30 days' written notice to Consultant if Federal, State or County funding for this Contract ceases or is reduced before the expiration of the Term of this Contract. If funding for this Contract is reduced, County and Consultant shall meet within 10 days of written notice to Consultant of a reduction in funding to renegotiate this Contract based upon the modified level of funding. If County and Consultant fail to reach an agreement within 10 days of the first meeting, either party may terminate this Contract with10 days written notice of termination. If this Contract is terminated in accordance with the terms of this subsection, Consultant shall be entitled to retain all sums paid as of the effective date of such termination, subject to any payment offset to which County may be entitled, for damages or otherwise, under the terms of this Contract. In no event shall Consultant be entitled to any loss of profits or other compensation on the terminated portion of this Contract.
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4.5 Disallowance. If Consultant receives payment for work under this Contract which is later disallowed by County, Consultant shall promptly refund the disallowed amount to County on request, or, at its option, County may offset the amount disallowed from any payment due or to become due to Consultant under any Contract with County. ARTICLE 5 CONTRACT ADMINISTRATION 5.1 County’s Contracting Officer. The Director of Purchasing and Contracting is designated as the contracting officer (“Contracting Officer”) and is the only County official authorized to make any changes to this Contract. 5.2 Consultant’s Representative. Consultant designates the following individual as the Consultant’s Representative: Name, Title Company Name Address Address Tel: (XXX) XXX-XXXX Fax: (XXX) XXX-XXXX Email: 5.3 COR. The County designates the following person as the Contracting Officer’s Representative (“COR”): Name, Title Department Address Address Tel: (XXX) XXX-XXXX Fax: (XXX) XXX-XXXX Email: The COR will administer this Contract by chairing progress meetings with Consultant, receiving and approving Consultant invoices for payment, auditing and inspecting Consultant’s records, inspecting Consultant’s work, and providing other technical guidance as required. The COR is authorized to issue Task Orders and amendments thereto. The COR is not authorized to change any terms and conditions of this Contract. Only the Contracting Officer, by issuing a properly executed amendment to this Contract, may change the terms or conditions of this Contract. 5.4
Administrative Adjustments. Notwithstanding any provision of this Contract to the contrary, the COR may make Administrative Adjustments (“AA”) to this Contract, which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the Contract Term or the Maximum Compensation. Each AA shall be in writing and shall be signed by the COR and Consultant. All inquiries about an AA will be referred directly to the COR.
5.5 Contract Progress Meeting. The COR and other County personnel, as appropriate, will meet periodically with Consultant to review the Contract performance. At these meetings, the COR will apprise Consultant of how County views Consultant's performance, and Consultant will apprise COR of any problems Consultant is having. Consultant shall also notify the Contracting Officer in writing of any work being performed that Consultant considers beyond the scope of this Contract. Appropriate action shall be taken to resolve outstanding issues. The minutes of these meetings will be reduced to writing and signed by the COR and Consultant. If Consultant does not concur with the minutes, Consultant shall submit a written description of any area of disagreement within 10 days of the meeting. Appropriate action will be taken to resolve any areas of disagreement. ARTICLE 6 CHANGES 6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes (“Changes”), within the general scope of this Contract, in the work to be performed, the time (i.e. hours of the day, days of the week, etc. when Consultant shall perform) and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Contract, an equitable adjustment shall be made in the Contract price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. 6.2 Claims. Consultant must assert any claim for adjustment under this Article within 30 days from the date of receipt by the Consultant of the notification of Change. However, if the Contracting Officer determines that the facts justify such Section C – Contract RFSQ 6186
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action, the Contracting Officer may receive and act upon any such claim asserted at any time before final payment under this Contract. Where the cost of property made obsolete or excess as a result of a Change is included in Consultant's claim for adjustment, the Contracting Officer may prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact under Article 14, “Disputes,” of this Contract. However, nothing in this subsection shall excuse the Consultant from proceeding with this Contract as changed. ARTICLE 7 TERMINATION 7.1 Termination For Default. Upon Consultant's breach of this Contract, County may terminate this Contract in whole or part. Prior to termination for default, County will send Consultant written notice specifying the default. The notice will give Consultant at least 15 days from the date the notice is issued to cure the default or make progress satisfactory to County in curing the default. If County determines that the default contributes to the curtailment of an essential service or poses an immediate threat to life, health or property, County may terminate this Contract immediately upon issuing oral or written notice to Consultant without any prior notice or opportunity to cure. In the event of termination under this Article, all finished or unfinished documents, and other materials, prepared by Consultant under this Contract shall become the sole and exclusive property of County. In the event of such termination, County may purchase or obtain the work elsewhere, and Consultant shall be liable for the difference between the prices for the work set forth in this Contract and the actual cost thereof to County. 7.1.1 If, after notice of default of this Contract it is determined for any reason that the Consultant was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued as a Termination for Convenience. 7.2
7.3
Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach) of the terms of the Agreement. Reimbursement for such costs shall be withheld from any amounts due to Contractor pursuant to the payment terms of the Agreement, or from any other amounts due to Contractor from County. Termination For Convenience. The County may, by written notice stating the extent and effective date, terminate this Contract for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for work performed in accordance with the terms of this Contract until such termination: 7.3.1 The unit or pro rata price for any delivered and accepted portion of the work. 7.3.2 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price. 7.3.3
In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.
7.3.4 County’s termination of this Agreement for convenience shall not preclude County from taking any action in law or equity against Contractor for: 7.3.4.1 Improperly submitted claims, or 7.3.4.2 Any failure to perform the work in accordance with the Statement of Work, or 7.3.4.3 Any breach of any term or condition of the Agreement, or 7.3.4.4 Any actions under any warranty, express or implied, or 7.3.4.5 Any claim of professional negligence, or 7.3.4.6 Any other matter arising from or related to this Contract, whether known, knowable or unknown before, during or after the date of termination. 7.3.5 County’s termination of this Contract for convenience shall not preclude County from taking any action in law or equity against Consultant for any matter arising from or related to this Contract. 7.4 Suspension Of Work. The Contracting Officer may order Consultant, in writing, to suspend, delay, or interrupt all or any part of the work of this Contract for the period of time that the Contracting Officer determines is in County’s best interest. Section C – Contract RFSQ 6186
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7.5 Remedies Not Exclusive. The rights and remedies of County provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or equity. ARTICLE 8 COMPLIANCE WITH LAWS AND REGULATIONS 8.1 Compliance with Laws and Regulations. Consultant shall at all times perform its obligations hereunder in compliance with all applicable federal, State, and County laws and regulations. 8.2 Consultant’s Permits and License. Consultant certifies that it possesses and shall continue to maintain or shall cause to be obtained and maintained, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of documentation required for it and its employees to comply with all applicable statutes, ordinances, and regulations, or other laws, that may apply to performance of work hereunder. County may reasonably request and review all such applications, permits, and licenses. The responsible consultant/engineer shall sign and seal all plans, specifications, estimates (PS&E) and engineering data furnished by him/her and, where appropriate, indicate his/her California registration number. 8.3 Equal Opportunity. Consultant shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that Consultant shall not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of employment nor shall Consultant discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee because of such individual’s race, color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status. 8.4 Affirmative Action. If Consultant employs 15 or more full-time permanent employees, Consultant shall comply with the Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of this Affirmative Action Program will be furnished by the COR upon request or may be obtained from the County of San Diego Internet website (www.sdcounty.ca.gov). 8.5 Drug and Alcohol-Free Workplace. In Board of Supervisors’ Policy C-25, County of San Diego Drug and Alcohol Use Policy, the Board of Supervisors recognized that those who perform services or work for County under contract should perform the services or work as safely, effectively and efficiently as possible. 8.5.1 Consultant and Consultant’s employees, while performing work for the County, or while using County equipment: 8.5.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug. 8.5.1.2 Shall not possess, consume or be under the influence of alcohol or an illegal drug. 8.5.1.3 Shall not sell, offer, or provide alcohol or a drug to another person. 8.5.2 Section 8.5 is a material condition of this Contract. If the Contracting Officer determines that Consultant and/or Consultant’s employee(s) has not complied with section 8.5, County may terminate this Contract for default and may also terminate any other Contract Consultant has with County. 8.6 Board of Supervisors’ Policies. Consultant represents that it is familiar, and shall use its best efforts to comply, with the following policies of the Board of Supervisors: Board Policy B-67, which encourages the County’s contractors to use products made with recycled materials, reusable products, and products designed to be recycled; and Board Policies B-53 and B-39a, which encourage the participation of small and disabled veterans’ business enterprises in County procurements. Boards of Supervisors Policies are available on the County of San Diego web site. 8.7 Cartwright Act. Following receipt of final payment under the Contract, Consultant assigns to 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 1 of Part 2 of Division 7 of the Business and Professions Code, commencing with section 16700), arising from purchases of goods, materials, or work by the Consultant for sale to County under this Contract. 8.8 Hazardous Materials. Consultant shall comply with all Environmental Laws and all other laws, rules, regulations, and requirements regarding Hazardous Materials, health and safety, notices, and training. Consultant shall not store any Hazardous Materials on any County property for more than 90 days or in violation of the applicable site storage limitations imposed by Environmental Law. At its sole expense, Consultant shall take all actions necessary to protect third parties, including, without limitation, employees and agents of County, from any exposure to Hazardous Section C – Contract RFSQ 6186
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Materials generated or utilized in Consultant’s performance under this Contract. Consultant shall report to the appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental Law and to immediately notify the County of it. Consultant shall not be liable to County for County’s failure to comply with, or for County’s violation of, any Environmental Law. As used in this section, the term “Environmental Laws” means any and all federal, State and local laws, ordinances, rules, decrees, orders, regulations or court decisions (including the “common law”), relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or conditions. One such law is the Resource Conservation and Recovery Act. As used in this section, the term “Hazardous Materials” means any chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any Environmental Laws; or (d) is any other material or substance for which there may be any liability, responsibility or duty on County or Consultant with respect to any third person under any Environmental Laws. 8.9 Debarment And Suspension. Consultant certifies that it, its principals, its employees and its subcontractors: 8.9.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any State or Federal Department or agency. 8.9.2
Have not within a 3-year period preceding this Contract been convicted of, or had a civil judgment rendered against them for, the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction; violation of Federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
8.9.3
Are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, State, or local) with commission of any of the offenses enumerated in the paragraph above; and
8.9.4
Have not within a 3-year period preceding this Contract had one or more public transactions (federal, State, or local) terminated for cause or default.
8.10 Prevailing Wage Requirements. Work to be performed by Consultant in accordance with this Contract may be a “public work” under Labor Code § 1720, et seq. If Consultant will receive federal funds, this Contract may also be subject to the payment of prevailing wages pursuant to the Davis-Bacon Act, 40 USC § 3141 et seq., and other federal laws. It is the sole responsibility of Consultant to ensure that all workers who perform work pursuant to this Contract are paid the correct rate of prevailing wages. When working on a federally funded project, Consultant shall ensure that all workers entitled to the payment of prevailing wages receive the higher of the applicable State or federal prevailing wage. County has obtained from the Director of the California Department of Industrial Relations general prevailing wage determinations for the locality in which work is being performed. These determinations are on file and available in the Department of Purchasing and Contracting, 5560 Overland Avenue, Suite 270, San Diego, CA 92123-1204, and are available from the Department of Industrial Relations on the internet at www.dir.ca.gov. Federal prevailing wage rates are available from the U.S. Department of Labor on the internet at www.wdol.gov. Consultant acknowledges that because portions of the work to be performed by Consultant may be subject to the payment of State and federal prevailing wages, certain requirements must be included in this Contract. Consultant certifies that it is generally aware of State and federal prevailing wage requirements and shall be bound by these requirements to the extent applicable to the work performed, including, but not limited to, the following: 1) If a worker is paid less than the prevailing wage rate owed for a calendar day or portion of a day, Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid as specified in Labor Code § 1775; 2) Consultant shall maintain and make available payroll and worker records in accordance with Labor Code §§ 1776 and 1812; 3) If apprentices are employed on the project, Consultant shall ensure compliance with Labor Code § 1777.5;
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4) Consultant is aware of the limitations imposed on overtime work by Labor Code § 1810, et seq. and shall be responsible for any penalties levied in accordance with Labor Code § 1813 for failing to pay required overtime wages; 5) Consultant shall be bound by each of the stipulations set forth at 40 USC § 3142(c), including the obligations to i) pay all laborers or mechanics employed directly on the site of the work, unconditionally and at least once a week, and without subsequent deduction or rebate on any account, the full amounts accrued at the time of payment, computed at the required wage rate; ii) post the applicable prevailing wage scale in a prominent and accessible place at the work site; and iii) agree that there may be withheld from accrued payments funds necessary to ensure workers are paid the required wage rate; and 6) In accordance with 40 USC § 3143, all or part of this Contract may be terminated for failure to pay the required prevailing rate of wages. ARTICLE 9 CONFLICTS OF INTEREST; CONSULTANT'S CONDUCT 9.1 Conflicts of Interest. Consultant presently has no interest including, but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of work required under this Contract. Consultant shall not employ any person having any such interest in the performance of this Contract. 9.2 Conduct of Consultant; Privileged Information. 9.2.1
Throughout the term of this Contract, Consultant shall inform County of all of Consultant's interests, if any, which are, or which the Consultant believes to be, incompatible with any interests of the County.
9.2.2
Consultant shall not accept any gratuity or special favor from individuals or organizations with whom Consultant is doing business or proposing to do business, in accomplishing the work under this Contract.
9.2.3
Consultant shall not use for personal gain or make other improper use of privileged information which is acquired in connection with this Contract. The term “privileged information” includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selection of a contractor in advance of official announcement.
9.2.4
Consultant shall not directly or indirectly offer or give any gift, gratuity, or favor to any County employee.
9.3 Prohibited Contracts. Consultant certifies that this Contract does not violate County Administrative Code section 67, and that Consultant is not, and will not subcontract with, any of the following: 9.3.1.
Persons employed by County or public agencies for which the Board of Supervisors is the governing body.
9.3.2
Profit-making firms or businesses in which employees described in sub-section 9.3.1 serve as officers, principals, partners, or major shareholders;
9.3.3
Persons who, within the immediately preceding 12 months came within the provisions of sub-section 9.3.1 and who (1) were employed in positions of substantial responsibility in the area of service to be performed by the Contract, or (2) participated in any way in developing the Contract or its service specifications; and
9.3.4
Profit-making firms or businesses in which the former employees described in subsection 9.3.3 serve as officers, principals, partners, or major shareholders.
9.4 California Political Reform Act and Government Code Section 1090 Et Seq. Consultant acknowledges that the California Political Reform Act (“Act”), Government Code section 81000 et seq., provides that consultants hired by a public agency, such as County, may be deemed to be a “public official” subject to the Act if the consultant advises the agency on decisions or actions to be taken by the agency. The Act requires such public officials to disqualify themselves from participating in any way in such decisions if they have any one of several specified “conflicts of interest” relating to the decision. To the extent the Act applies to Consultant, Consultant shall abide by the Act. In addition, Consultant acknowledges and shall abide by the conflict of interest restrictions imposed on public officials by Government Code section 1090 et seq.
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ARTICLE 10 INDEMNITY AND INSURANCE 10.1 Indemnity. County shall not be liable for, and Consultant shall defend and indemnify County and its officers, agents, employees and volunteers (collectively, “County Parties”), against any and all claims, deductibles, self-insured retentions, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys’ fees and court costs (hereinafter collectively referred to as “Claims”), which arise out of, pertain to or relate to the negligence, recklessness or willful misconduct of Consultant or its officers, employees, agents, contractors, licensees or servants. 10.2 Insurance. Before executing this Contract, Consultant shall obtain at its own cost and expense, and keep in force and effect during the Term of this Contract, including all extensions, the insurance specified in Exhibit B, “Insurance Requirements.” ARTICLE 11 AUDIT AND INSPECTION OF RECORDS 11.1 Audit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and accounting records relative to all its activities under this Agreement. Authorized Federal, State or County representatives shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring, assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project staff and participants. At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to County, State or Federal officials for examination all of its records with respect to all matters covered by this Agreement and will permit County, State or Federal officials to audit, examine and make excerpts or transcripts from such records, and to make audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services, and other data relating to all matters covered by this Agreement. If an audit is conducted, it will be done in accordance with generally accepted government auditing standards as described in “Government Auditing Standards,” published for the United States General Accountability Office or the institute of Internal Auditors International Standards for the Professional Practice of Internal Auditing. If any services performed hereunder are not in conformity with the specifications and requirements of this Agreement, County shall have the right to require the Contractor to perform the services in conformity with said specifications and requirements at no additional increase in total Agreement amount. When the services to be performed are of such nature that the difference cannot be corrected, County shall have the right to (1) require Contractor immediately to take all necessary steps to ensure future performance of the services in conformity with requirements of the Agreement, and (2) reduce the Agreement price to reflect the reduced value of the services performed. In the event Contractor fails to perform the services promptly or to take necessary steps to ensure future performance of the service in conformity with the specifications and requirements of the Agreement, County shall have the right to either (1) by Agreement or to otherwise have the services performed in conformity with the Agreement specifications and charge to Contractor any cost occasioned to County that is directly related to the performance of such services, or (2) terminate this Agreement for default as provided in the Termination clause. 11.2 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, the Contracting Officer or his representatives who are employees of the County or its agent shall have the right to examine all books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such Agreement, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted. 11.3 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction, until the expiration of three (3) years from the date of final payment under this Agreement, or by section 11.3.1 and 11.3.2, below: 11.3.1 If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three (3) years from the date of any resulting final settlement. 11.3.2 Record which relate to appeals under the “Disputes” clause of this Agreement, or litigation or the settlement of claims arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or claims have been disposed of, or three years after Agreement completion, whichever is longer. County shall keep the materials described above confidential unless otherwise required by law. Section C – Contract RFSQ 6186
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11.4 Subcontract. The Contractor shall insert a clause containing all the provisions of this Article 11 in all subcontract hereunder except altered as necessary for proper identification of the Contracting parties and the Contracting officer under the County’s prime Agreement. ARTICLE 12 INSPECTION OF SERVICE 12.1 Subject to Inspection. Consultant’s performance (including work, materials, supplies, equipment furnished or used and workmanship related to the performance of this Contract) shall be subject to inspection and testing by County at all times during the Term of this Contract. Consultant shall cooperate with any inspector assigned by the County to determine whether Consultant’s performance conforms to the requirements of this Contract. County shall perform such inspection in a manner that will not unduly interfere with Consultant’s performance. 12.2 Specification and Requirements. If any work performed by Consultant does not conform to the specifications and requirements of this Contract, County may require Consultant to re-perform the work until it conforms to said specifications and requirements, at no additional cost. County may withhold payment until Consultant correctly performs the work. When the work to be performed is of such a nature that Consultant cannot correct its performance, County may require Consultant to immediately take all necessary steps to ensure that future performance of the work conforms to the requirements of this Contract; and to reduce the Maximum Compensation to reflect the reduced value of the work received by County. If Consultant fails to promptly re-perform the work or to take necessary steps to ensure that future performance of the work conforms to the specifications and requirements of this Contract, County may: a) without terminating this Contract, have the work performed by another consultant or otherwise, in conformance with the specifications of this Contract. County may charge Consultant, or withhold from payments due Consultant, any costs County incurs that are directly related to the performance of such work; or b) terminate this Contract for default. ARTICLE 13 USE OF DOCUMENTS AND REPORTS 13.1 Confidentiality. County and Contractor agree to maintain the confidentiality of and take industry appropriate and legally required measures to prevent the unlawful disclosure of any information that is legally required to be kept confidential. Except as otherwise allowed by local, State or federal law or regulation and pursuant to this Section 13.1, County and Contractor agree to only disclose confidential records where the holder of the privilege, whether the County, the Contractor or a third party, provides written permission authorizing the disclosure. Contractor understands that County must disclose certain records pursuant to the California Public Records Act (“the Act”). If Contractor demands that County not disclose requested records Contractor believes qualify for exception or exemption from disclosure pursuant to the Act, County will comply with Contractor’s demand if Contractor identifies those records and the applicable exception(s) or exemption(s), in writing, within five (5) business days from receipt of County’s notice to Contractor of the request for disclosure of records. If Contractor does not identify the records and reason(s) that it deems some or all of the records to be confidential, County may disclose those records at its sole discretion. Contractor agrees that its defense and indemnification obligations set forth in Section 10.1 of this Agreement extend to any Claim (as defined in Section 10.1) against the County Parties (as defined in Section 10.1) for records the County withholds from disclosure at Contractor’s direction. This Section 13.1 shall not prevent the County or its agents or any other governmental entity from accessing the confidential records for the purpose of audits or program reviews if that access is legally permissible under the applicable local, State or federal laws or regulations. Similarly, County or its agent or designee may take possession of the record(s) where legally authorized to do so. County may identify, for purposes of clarification, certain laws and regulations that are specifically applicable to Contractor’s work under this Agreement. Those laws and regulations may be set forth in Exhibit A –Statement of Work. County, however, is under no obligation to identify all applicable laws and regulations and assumes no liability for identifying confidentiality laws and regulations, if any, applicable to the work under this Agreement. 13.2 Confidential Information. All County data, reports, files, memoranda, correspondence, working papers and information relating to County business, shall be considered “confidential information” of County whether or not the same are marked confidential or proprietary. Consultant shall protect County’s confidential information in the same manner as Consultant protects its own confidential information, but in no case with less than reasonable care. Consultant shall use County’s confidential information only for the purposes of this Contract and shall not disclose or release any such information to third parties with the exception of its employees or subcontractors who require access to such information to perform Consultant’s work under this Contract. Section C – Contract RFSQ 6186
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13.3 Publication, Reproduction or Use of Materials. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials produced under this Contract, whether in printed or “electronic” format, shall be the sole and exclusive property of County. No materials produced in whole or in part under this Contract shall be subject to private use, copyright or patent right without the express prior written consent of County. Consultant shall submit reports to County in the form specified by County's Contract Representative or as may be specified elsewhere in this Contract. County may publish, disclose, distribute and otherwise use, in whole or in part, any reports, data or any other materials prepared by Consultant under this Contract. 13.4 Maintenance Of Records. Contractor shall maintain all records and make them available within San Diego County for a minimum of three (3) years from the ending date of this Agreement unless County agrees in writing to an earlier disposition or longer where legally required or while under dispute. Contractor shall provide any requested records to County within 48-hours of the request. ARTICLE 14 DISPUTES Notwithstanding any provision of this Contract to the contrary, the Contracting Officer shall decide any dispute concerning a question of fact arising out of this Contract that is not otherwise disposed of by the parties within a reasonable period of time. The decision of the Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. Consultant shall proceed diligently with its performance hereunder pending resolution by the Contracting Officer of any such dispute. Nothing herein shall be construed as granting the Contracting Officer or any other administrative official, representative or board authority to decide questions of law. ARTICLE 15 DISENTANGLEMENT 15.1 General Obligations At County’s discretion, Contractor shall accomplish a complete transition of the services as set forth in Exhibit A to this Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) being terminated from Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any interruption of or adverse impact on the Disentangled Services or any other services provided by third parties. This process shall be referred to as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and otherwise promptly take all steps, including, but not limited to providing to County or any new service provider all requested information or documentation, required to assist County in effecting a complete Disentanglement. Contractor shall provide all information or documentation regarding the Disentangled Services or as otherwise needed for Disentanglement, including, but not limited to, data conversion, client files, interface specifications, training staff assuming responsibility, and related professional services. Contractor shall provide for the prompt and orderly conclusion of all work required under the Agreement, as County may direct, including completion or partial completion of projects, documentation of work in process, and other measures to assure an orderly transition to County or the County’s designee of the Disentangled Services. All Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed by the County at no more than Contractor’s costs, up to the total amount of this Agreement. Contractor shall not receive any additional or different compensation for the work otherwise required by the Agreement. Contractor’s obligation to provide the Services shall not cease until the earlier of the following: 1) The Disentanglement is completed to the County’s reasonable satisfaction or 2) twelve (12) months after the Expiration Date of the Agreement. 15.2 Disentanglement Process The Disentanglement process shall begin on any of the following dates: (i) the date County notifies Contractor that no funds or insufficient funds have been appropriated so that the Term shall be terminated pursuant to the Agreement, Article 7; (ii) the date designated by County not earlier than sixty (60) days prior to the end of any initial or extended term that County has not elected to extend pursuant to the Agreement’s, Signature Page, Contract Term; or (iii) the date any Termination Notice is delivered, if County elects to terminate any or all of the Services pursuant to the Agreement, Article 7. Subject to Exhibit A Contractor’s obligation to perform Disentangled Services, and County’s obligation to pay for Disentangled Services, shall expire: (A) when funds appropriated for payment under this Agreement are exhausted, as provided in this Agreement, Article 7; (B) at the end of the initial or extended term set forth in this Agreement’s, Signature Page, Contract Term; or (C) on the Termination Date, pursuant to this Agreement, Article 7 (with the applicable date on which Contractor’s obligation to perform the Services expires being referred to herein as the “Expiration Date”). Contractor and County shall discuss in good faith a plan for determining the nature and extent of Contractor’s Disentanglement obligations and for the transfer of the Section C – Contract RFSQ 6186
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Disentangled Services in process provided, however, that Contractor’s obligation under this Agreement to provide all Disentangled Services shall not be lessened in any respect. 15.3 Specific Obligations The Disentanglement shall include the performance of the following specific obligations: 15.3.1 No Interruption or Adverse Impact Contractor shall cooperate with County and all of the County’s other service providers to ensure a smooth transition at the time of Disentanglement, with no interruption of Disentangled Services or other work required under the Agreement, no adverse impact on the provision of Disentangled Services or other work required under the Agreement or County’s activities, no interruption of any services provided by third parties, and no adverse impact on the provision of services provided by third parties. 15.3.2 Third-Party Authorizations Without limiting the obligations of Contractor pursuant to any other clause in Exhibit A herein, Contractor shall, subject to the terms of any third-party contracts, procure at no charge to County any third-party authorizations necessary to grant County the use and benefit of any third-party contracts between Contractor and third-party contractors used to provide the Disentangled Services, pending their assignment to County. Similarly, at County’s direction, Contractor shall obtain all legally necessary client consents or authorizations legally necessary to transfer client data to County or any new service provider. 15.3.3 Return, Transfer and Removal of Assets 15.3.3.1 Contractor shall return to County all County furnished assets or assets pursuant to Paragraph 2.4. 15.3.3.2 County shall be entitled to purchase at net book value those Contractor assets used for the provision of Disentangled Services to or for County, other than those assets expressly identified by the Parties as not being subject to this provision. Contractor shall promptly remove from County’s premises, or the site of the work being performed by Contractor for County, any Contractor assets that County, or its designee, chooses not to purchase under this provision. 15.3.4 Transfer of Leases, Licenses, and Contracts Contractor, at its expense, shall convey or assign to County or its designee such fully-paid leases, licenses, and other contracts used by Contractor, County, or any other Person in connection with the Disentangled Services, as County may select, when such leases, licenses, and other contracts have no other use by Contractor. Contractor’s obligation described herein, shall include Contractor’s performance of all obligations under such leases, licenses, and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment and Contractor shall reimburse County for any losses resulting from any claim that Contractor did not perform any such obligations. 15.3.5 Delivery of Documentation Contractor shall deliver to County or its designee, at County’s request, all documentation and data related to County, including, but not limited to, the County Data and client files, held by Contractor, and Contractor shall destroy all copies thereof not turned over to County, all at no charge to County. Notwithstanding the foregoing, Contractor may retain one (1) copy of the documentation and data, excluding County Data, for archival purposes or warranty support. 15.4 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this Agreement which the County requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the County. 15.5 Publication, Reproduction or Use of Materials. No material produced, in whole or in part, under this Agreement shall be subject to copyright in the United States or in any other country. The County shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. All reports, data and other materials prepared under this Agreement shall be the property of the County upon completion of this Agreement.
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ARTICLE 16 GENERAL PROVISIONS 16.1. Assignment. Consultant shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the County, which consent shall not be unreasonably withheld. 16.2. Contingency. This Contract shall bind County only when approved by the Board of Supervisors or when signed by the Director of Purchasing and Contracting. 16.3. Entire Contract. This Contract, together with all exhibits attached hereto and other Contracts expressly referred to herein, constitute the entire Contract between the parties with respect to the subject matter contained herein. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any proposals from Consultant and requests for proposals from County, are superseded by this Contract. 16.4. Exhibits. All exhibits referred to herein are attached hereto and incorporated by reference. 16.5. Further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required to carry out the provisions of this Contract and the intentions of the parties. 16.6. Governing Law. This Contract shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California and any action brought relating to this Contract shall be held exclusively in a state court in the County of San Diego, State of California. 16.7. Headings. The Article captions and Section headings used in this Contract are inserted for convenience only and are not intended to define, limit or affect the construction or interpretation of any term or provision hereof. 16.8. Modification and Waiver. Except as otherwise provided in Article 6, “Changes,” no modification, waiver, amendment or discharge of this Contract shall be valid unless the same is in writing and signed by both parties. 16.9. Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this Contract or played the greater role in preparing subsequent drafts, neither party shall be deemed to be the drafter of this Contract. In construing this Contract, no provision shall be construed in favor of one party on the ground that the provision was drafted by the other party. 16.10. No Other Inducement. The making, execution and delivery of this Contract by the parties hereto has not been induced by any representations, statements, warranties or agreements other than those expressed herein. 16.11. Notices. Notices required or allowed to be given under this Contract shall be in writing and either personally delivered or sent by certified mail, postage prepaid, return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice shall be deemed received on the date of personal delivery to the party (or such party’s authorized representative) or three business days after deposit in the U.S. Mail. All notices to County shall be sent to the COR at the address specified in subsection 5.1. All notices to Consultant shall be sent to Consultant’s Representative at the address specified in subsection 5.2. Either party may change the name and address of the person to receive notices for that party by providing written notice of the change to the other party. 16.12. Severability. If any term, provision, covenant or condition of this Contract is held to be wholly or partially invalid, void or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Contract shall not be affected thereby, and every other term, provision, covenant or condition of this Contract shall be valid and enforceable to the fullest extent permitted by law. 16.13. Successors. Subject to the limitations on assignment set forth in subsection 16.1 above, all terms of this Contract shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns. 16.14. Time. Time is of the essence of each provision of this Contract. 16.15. Time Period Computation. All periods of time referred to in this Contract shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days. If the date or last date to perform any act or give any notice or approval falls on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday. Section C – Contract RFSQ 6186
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16.16. Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this Contract, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Delay by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision, covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the same or any similar breach or failure. 16.17. Corporation in Good Standing. If Consultant is a California corporation, Consultant warrants that it is a corporation in good standing and is currently authorized to do business in California. 16.18. Sections that Survive Termination. The following sections or articles shall survive the termination of this Contract: sections 8.7 Cartwright Act, 8.8 Hazardous Materials, 10.1 Indemnity, 11.2 Cost or Pricing Data, and Articles 7 Termination and 13 Use of Documents and Reports. ARTICLE 17 FEDERAL AVIATION ADMINISTRATION CONTRACT PROVISIONS 17.1
FAA Required Provisions. In those instances where Consultant is tasked with work paid for in whole or in part with federal funds made available to County under the Airport Improvement Program (AIP) established by the Airport and Airway Improvement Act of 1982 (Public Law 97-248) as amended to date, Consultant shall comply with those additional FAA required contract terms set forth in Exhibit D, “FAA Contract Provisions” hereto. In those instances where the FAA required provisions are applicable to work performed by Consultant and there is a conflict between the provisions set forth in Exhibit D and the terms of this Agreement, the provisions set forth in Exhibit D shall control.
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SIGNATURE PAGE
IN WITNESS WHEREOF, County and Consultant have executed this Contract effective as of the date first set forth above
COUNTY OF SAN DIEGO
COMPANY NAME
By: ___________________________________ JOHN M. PELLEGRINO, Director Department of Purchasing and Contracting
By: __________________________________ NAME, Title
Date: _______________________________
Date: _______________________________
APPROVED AS TO FORM AND LEGALITY COUNTY COUNSEL By:__________________________________
[Note: if Consultant is a Calif. corp., need proof (resolution from corp.’s board, etc.) that person who signs contract is authorized to sign, or need one signature from each of the following two groups: 1. Executive Group: President, Vice-president or Chairman of Board; and 2. Management Group: Secretary, Assistant Secretary, Assistant Treasurer or Chief Financial Officer. (Corp. Code § 313.)]
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT A – STATEMENT OF WORK
1. OVERVIEW The Department of Public Works, Airports, has a need for a consultant to perform architectural, engineering, planning, and related professional services for airport projects, on an as needed basis, under the FAA airport grant programs. The work is expected to be accomplished under several grant projects. The sponsor reserves the right to initiate additional procurement actions for any of the services included in this statement of work. Prospective projects listed in this statement of work are anticipated to be initiated within five years of the final procurement selection (2014 – 2018). 2. TYPES OF CONSULTANT SERVICES NEEDED. Consultant will provide services in the following categories: architectural/engineering services, planning services including environmental services, and related professional services. a. Architectural/engineering services for airport development projects. This category includes Architectural and Engineering services required for airport development projects. It involves services of an architectural, civil, geotechnical, structural, mechanical, and electrical engineering nature. These services include the following phases: 1. Preliminary Phase which includes activities required to define the scope of a project and establish preliminary requirements. 2. Design Phase which includes all activities required to accomplish a full and complete project design. 3. Bidding Phase which includes assisting the County in advertising and securing bids. 4. Construction Phase which includes services rendered after the award of a construction contract, including, but not limited to, attending a preconstruction conference, reviewing and approving shop drawings, inspection services, preparing change orders, preparing final reports and summaries, providing advice to the County during all phases of construction. b. Planning services. This category includes master planning, airport noise compatibility planning, environmental services, and related aviation planning and studies. These include the following activities: 1. Airport data collection and facility inventories. 2. Aeronautical activity forecasts and demand/capacity analyses. 3. Facility requirements determination. 4. Airfield modeling for capacity and delay. 5. Airport layout and terminal area plan development, usually funded through an Airport Layout Plan Narrative Report, or through the production of “as-built” drawings done at the end of a construction project. 6. Airport noise studies.
Section C, Exhibit A – Statement of Work RFSQ 6186
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7. Compatible land-use planning in the vicinity of airports. 8. Airport development schedules and cost estimates. 9. Airport financial planning and benefit cost analysis. 10. Participation in public information and community involvement programs and/or public hearings relating to airport development and planning projects. 11. Environmental document reviews, technical study reviews and other relative environmental documentation work. Work not to include the development of NEPA documentation. 12. Airspace analysis. 13. Preparation of or updating of airport master plans. 14. Preparation of or updating of airport layout plans (ALP and eALP) usually funded through an Airport Layout Plan Narrative Report, or through the production of “as-built” drawings done at the end of a construction project. c. Related professional services. The development of some projects may involve activities or studies outside the scope of basic design services. These related special services include the following: 1. Soil investigations, including core sampling, laboratory tests, soil stabilization projects and related analyses, and reports. 2. Airport security analysis. 3. Detailed mill, shop, and/or laboratory inspections of materials and equipment. 4. Land surveys and topographic maps. 5. Field and/or construction surveys. 6. Photogrammetry surveys. 7. Special environmental studies and analyses. 8. Project feasibility studies. 9. Public information and community involvement surveys, studies, and activities. 10. Preparation of record drawings. 11. Assisting the County in the preparation of necessary applications for local, State, and Federal grants.
Section C, Exhibit A – Statement of Work RFSQ 6186
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12. Preparation of property maps. 13. Construction management. 14. Preparation of quality control plan. 15. Preparation of final reports. 3. PROSPECTIVE PROJECTS. The following is a listing of future projects that are anticipated during the term of the consultant services contract. Consultant services will be required for several or potentially all of the projects listed below. Some of the projects may not occur. Borrego Valley Airport – Master Plan: The project consists of a facility planning process that defines the type and extent of development needed to accommodate current and future aviation needs. Borrego Valley Airport - Airport Drainage: The project proposes to improve the airport’s drainage system, and erosion control in areas surrounding drainage channels. Borrego Valley Airport - Rehabilitate Runway 08/26: The project includes the overlay/slurry and restriping of runway 08/26, including blast pads. Borrego Valley Airport - Construct access road: The objective of this project is to construct an access road around runway RPZ. Fallbrook Airpark – Update Pavement Classification Number (PCN): The objective of this project is to evaluate pavement surfaces. Fallbrook Airpark – Construct Runway Safety Area Improvements: The project includes grading both ends of runway, removal of obstructing terrain, replacing access road, electric gate, paving and lighting. Fallbrook Airpark – Master Plan: The project consists of a facility planning process that defines the type and extent of development needed to accommodate current and future aviation needs. Gillespie Field – Update Pavement Classification Number (PCN): The objective of this project is to evaluate pavement surfaces. Gillespie Field – Master Plan: The project consists of a facility planning process that defines the type and extent of development needed to accommodate current and future aviation needs.
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Gillespie Field - Cajon Air Center: The Cajon Air Center project consists of the development of aviation facilities on a 70-acre area located on the southeast portion of airport property at Gillespie Field. Project includes extending transient apron, closing Airport Drive, installing taxiways, drainage, fences, utilities, easements, rightof-way and includes rough grading of several parcels for future development by private ventures. The project also includes the development of a (3-D) Virtual Model of the final layout that can be provided to potential future lessees. The same model should be capable of accepting 3-D virtual models from potential lessees. Gillespie Field - Rehabilitate Runway 17/35: The project proposes to rehabilitate runway 17/35 and will include RSA/OFA improvements. Gillespie Field - Lighting and Signage: The project includes the installation of runway and taxiway lighting and signage. Gillespie Field - Rehabilitate Runway 09R/27L: The project consists of the overlay/slurry and restriping of runway 09R/27L, including blast pads. Gillespie Field - Airport Drainage: The project proposes to improve the airport’s drainage system between runways 27L and 27R, and north of runway 27R, and erosion control in areas surrounding drainage channels. Gillespie Field - Service Road: The objective of this project is to construct a service road around the ROFA for runway 17/35. Gillespie Field - Rehabilitate Runway 09L/27R: The project consists of the overlay/slurry and restriping of runway 09L/27R, including blast pads. Palomar Airport – Master Plan: The project consists of a facility planning process that defines the type and extent of development needed to accommodate current and future aviation needs. Palomar Airport – Update Pavement Classification Number (PCN): The objective of this project is to evaluate pavement surfaces. Palomar Airport - EMAS: The project involves the construction of an EMAS on the west end of runway 24/6. Palomar Airport - ARFF: The project proposes to construct an ARFF facility in close proximity to runway 24/6. Palomar Airport - Expand North Apron: The project consists of expanding the north apron to the west, extending a taxiway, installing lights and signs, and improving drainage/erosion control. Ramona Airport – Update Pavement Classification Number (PCN): The objective of this project is to evaluate pavement surfaces.
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Ramona Airport - Master Plan: The project consists of a facility planning process that defines the type and extent of development needed to accommodate current and future aviation needs. Ramona Airport - Rehabilitate Terminal Apron: The objective of this project is to rehabilitate a 6-acre apron to accommodate group B-2 aircraft. Ramona Airport - Runway and Taxiway Markings: The project consists of installing holding position markings for runway 09/27. Ramona Airport - Improve Airport Drainage: The project proposes to improve airport drainage in areas prone to flooding north of runway 09/27. Ramona Airport - Install Security Fencing: The project consists of installing approximately 15,000 LF of chain link fencing and electrical gate(s). Ramona Airport - Construct North Side Heliport: The project involves constructing a heliport including grading, paving, drainage, lighting and marking.
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT A – STATEMENT OF WORK ATTACHMENT 1 – TASK ORDER PROCESS
1. Department will provide a copy of the task order form and Statement of Work to the Contractor/Consultant as services or materials are needed, see Attachment 2 - Sample Task Order Form. 2. Contractor/Consultant will respond with quote or proposal based upon the task order request. 3. Requestor will submit the original task order form along with the Contractor’s/Consultant’s quote or proposal, any additional pertinent information, and any required supplemental forms to the Contracting Officer’s Representative (COR). 4. COR will review documents to ensure the task requested is in compliance with contract scope, limits, DVBE requirements, etc., and includes all required supplemental forms. 5. If task requested complies with contract terms & conditions and scope, COR will enter a release in Oracle for the work and provide notice to contractor to proceed with work. HELPFUL REMINDERS WHEN ISSUING TASK ORDERS
A task order form and statement of work are required for every request of Contractor/Consultant.
For work determined to be Public Works, Minor Labor Forms are required when service or installation is involved. http://insite.sdcounty.ca.gov/csg/pc/Documents/pcard_release_of_liability_form_minor.pdf
When required, DVBE Forms are to be used in accordance with Board Policy B-39a as stated on the sample task order form. http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_a.pdf http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_b.pdf http://insite.sdcounty.ca.gov/csg/pc/Documents/p_cg_c0015_attachment_c.pdf
When required, DOT assisted projects require all Contractors/Consultants to complete Disadvantaged Business Enterprise (DBE) Forms.
Task orders are subject to review by Purchasing & Contracting, which may be conducted at any time during the duration of the contract.
Section C, Exhibit A - Statement of Work Attachment 1 – Task Order Process RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT A – STATEMENT OF WORK ATTACHMENT 2 – SAMPLE TASK ORDER FORM
SERVICES TASK ORDER COUNTY OF SAN DIEGO DEPARTMENT OF XXX Address_________________________ CONSULTANT/ CONTRACTOR:
CONTRACT NO:_____________________
REQUEST DATE:
CONTRACT DATE:___________________
TASK ORDER NO:__________________________
PROJECT NO:________________________
Description of the Complete Scope of Services: ______________________________________________________ Check One: ___Standard Priority
____High Priority
Board Policy B‐39a requires DVBE participation of 3% for all Service procurements that are not exempt from the DVBE requirement, and are estimated (by the County) to exceed one million dollars annually. In the case of indefinite delivery/indefinite quantity Service contracts (also referred to as As‐Needed Services Contracts), the 3% DVBE participation will be applied to the value of each individual task order. DVBE documentation shall be submitted with the response to each individual task order. DVBE participation is always encouraged, but not required for task orders less than one million. DOT assisted projects require all Contractors/Consultants to complete Disadvantaged Business Enterprise (DBE) Forms. Total Cost of Task Order Services: $___________
Check One: ____Firm Price
____Not to Exceed Estimate
Other services required to complete this project: _____________________________________________________ Contractor shall provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services described in this Task Order. Contractor shall accept $_______________ as full payment for the provision of these services and shall complete these services by ______________. CONTRACTOR:
PROJECT MANAGEMENT Chief, Project Management Division (or other appropriate title)
By: _____________________________ Date: _____________ Printed Name & Title: _________________________________
By: _____________________________ Date:_____________ Printed Name & Title: _________________________________
FISCAL
COR, Contracting Officer’s Representative
By: _____________________________ Date: _____________ Printed Name & Title: _________________________________
By: _____________________________ Date: _____________
DISTRIBUTION:
COR (Original)
Contractor
Printed Name & Title: _________________________________ Project Manager
Attached: DVBE and/or DBE Submittal Forms
Section C, Section C, Exhibit A – Statement of Work Attachment 2 – Sample Task Order Form RFSQ 6186
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Fiscal Unit
REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT B – INSURANCE REQUIREMENTS ARTICLE 1 INSURANCE REQUIREMENTS FOR CONTRACTORS Without limiting Contractor’s indemnification obligations to Estate, Contractor shall provide at its sole expense and maintain for the duration of this contract, or as may be further required herein, 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 and the results of the work by the Contractor, his agents, representatives, employees or subcontractors. 1.
Minimum Scope of Insurance Coverage shall be at least as broad as: A.
Commercial General Liability, Occurrence form, Insurance Services Office form CG0001.
B.
Automobile Liability covering all owned, non owned, hired auto Insurance Services Office form CA0001.
C. Workers’ Compensation, as required by State of California and Employer’s Liability Insurance. D. Professional Liability required if Contractor provides or engages any type of professional services, including but not limited to medical professionals, counseling services, or legal services. 2.
Minimum Limits of Insurance Contractor shall maintain limits no less than: A. Commercial General Liability including Premises, Operations, Products and Completed Operations, Contractual Liability, and Independent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The General Aggregate limit shall be $2,000,000. B. Automobile Liability: $1,000,000 each accident for bodily injury and property damage. C. Employer’s Liability: $1,000,000 each accident for bodily injury or disease. Coverage shall include waiver of subrogation endorsement in favor of Estate of San Diego. D. Professional Liability: $1,000,000 per claim with an aggregate limit of not less than $2,000,000. Any self-retained limit shall not be greater than $25,000 per occurrence/event without Estate’s approval. Coverage shall include contractual liability coverage. If policy contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any such aggregate limit has been paid or reserved, Estate will require additional coverage to be purchased by Contractor to restore the required limits. This coverage shall be maintained for a minimum of two years following termination of completion of Contractor’s work pursuant to the Contract.
3.
Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the Estate. At the option of the Estate, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Estate, the members of the Estate and the officers, agents, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the Estate guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
4.
Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain the following provisions: A.
Additional Insured Endorsement Any general liability policy provided by Contractor shall contain an additional insured endorsement applying coverage to the Estate, and the officers, agents, employees and volunteers of the Estate, individually and collectively.
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B.
Primary Insurance Endorsement For any claims related to this Contract, the Contractor’s insurance coverage shall be primary insurance as respects the Estate, and the officers, agents, employees and volunteers of the Estate, individually and collectively. Any insurance or self-insurance maintained by the Estate, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
C.
Notice of Cancellation Each required insurance policy shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the Estate at the address shown in section of Contract entitled “Notices”.
D.
Severability of Interest clause Coverage applies separately to each insured, except with respect to the limits of liability, and that an act or omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds.
GENERAL PROVISIONS 5.
Qualifying Insurers All required policies of insurance shall be issued by companies which have been approved to do business in the State of California by the State Department of Insurance, and which hold a current policy holder’s alphabetic and financial size category rating of not less than A-, VII according to the current Best’s Key Rating guide, or a company of equal financial stability that is approved in writing by Estate’s Contracting Officer.
6.
Evidence of Insurance Prior to commencement of this Contract, but in no event later than the effective date of the Contract, Contractor shall furnish the Estate with certificates of insurance and amendatory endorsements effecting coverage required by this clause. Contractor shall furnish certified copies of the actual required insurance policies within thirty days after commencement of Contract. Thereafter, copies of renewal policies, certificate and amendatory endorsements shall be furnished to Estate within thirty days of the expiration of the term of any required policy. Contractor shall permit Estate at all reasonable times to inspect any policies of insurance, which Contractor has not delivered to Estate.
7.
Failure to Obtain or Maintain Insurance; Estate’s Remedies Contractor’s failure to provide insurance specified or failure to furnish certificates of insurance, amendatory endorsements and certified copies of policies, or failure to make premium payments required by such insurance, shall constitute a material breach of the Contract, and Estate may, at its option, terminate the Contract for any such default by Contractor.
8.
No Limitation of Obligations The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the Estate are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to the Contract, including, but not limited to, the provisions concerning indemnification.
9.
Review of Coverage Estate retains the right at any time to review the coverage, form and amount of insurance required herein and may require Contractor to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection against the kind and extent of risk which exists at the time a change in insurance is required.
Section C, Exhibit B – Insurance Requirements RFSQ 6186
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10. Self-Insurance Contractor may, with the prior written consent of Estate’s Contracting Officer, fulfill some or all of the insurance requirements contained in this Contract under a plan of self-insurance. Contractor shall only be permitted to utilize such self-insurance if in the opinion of Estate’s Contracting Officer, Contractor’s (i) net worth, and (ii) reserves for payment of claims of liability against Contractor, are sufficient to adequately compensate for the lack of other insurance coverage required by this Contract. Contractor’s utilization of self-insurance shall not in any way limit liabilities assumed by Contractor under the Contract. 11. Claims Made Coverage If coverage is written on a “claims made” basis, the Certificate of Insurance shall clearly so state. In addition to the coverage requirements specified above, such policy shall provide that: A.
The policy retroactive date coincides with or precedes Contractor’s commencement or work under the Contract (including subsequent policies purchased as renewals or replacements).
B.
Contractor will make every effort to maintain similar insurance during the required extended period of coverage following expiration of the Contract, including the requirement of adding all additional insureds. If insurance is terminated for any reason, Contractor shall purchase an extended reporting provision of at least two years to report claims arising in connection with the Contract.
C. D.
The policy allows for reporting of circumstances or incidents that might give rise to future claims.
12. Subcontractors’ Insurance Contractor shall require that any and all Subcontractors hired by Contractor are insured in accordance with this Contract. If any Subcontractors coverage does not comply with the foregoing provisions, Contractor shall defend and indemnify the Estate from any damage, loss, cost or expense, including attorney fees, incurred by Estate as a result of Subcontractors failure to maintain required coverage. 13. Waiver of Subrogation Contractor and Estate release each other, and their respective authorized representatives, from any Claims (as defined in the Article entitled “Indemnity” of the Pro Forma Contract), but only to the extent that the proceeds received from any policy of insurance carried by Estate or Contractor, other than any selfinsurance, covers any such Claim or damage. Included in any policy or policies of insurance provided by Contractor hereunder shall be a standard waiver of rights of Subrogation against Estate by the insurance company issuing said policy or policies. ARTICLE 2 RESERVED
Section C, Exhibit B – Insurance Requirements RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT C – PRICING SCHEDULE
FINAL TO BE INSERTED AT TIME OF CONTRACT EXECUTION
Section C, Exhibit C – Pricing Schedule RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT C – PRICING SCHEDULE ATTACHMENT 1 – CONSULTANT BILLING GUIDELINES These Guidelines shall apply to services provided on both a “Time and Material” and “Fixed Price” basis. For all services authorized on a “Time and Material” basis, Consultant shall submit detailed documentation with each billing statement (i.e. invoice) that fully supports the request for payment. For “Fixed Price” services, Consultant shall submit all required supporting documentation with each billing statement when directed by the County. Bills less than $500 should be carried over to the subsequent month, unless being submitted as the last and final bill for the project. When required by these Guidelines, requests for County authorization for payment of specific expenses shall be submitted to the Contracting Officer’s Representative (COR) for approval. Only those expenses authorized in advance in writing by the COR shall be subject to reimbursement by County. A. Time Charges Time charges must be set forth in increments of one tenth (0.10) of an hour. The time entered must be the actual time expended on each function. Block billing, which groups functions together, must not be used, unless the total time incurred is one half (0.50) of an hour or less. County will not accept nor pay for standardized (“flat rate”) charges. B. Activity Descriptions Generic and general activity descriptions are not acceptable and will not be reimbursed in the absence of further information. All activities must be identified in detail in the billing statement. The test is whether someone not familiar with the Consultant's billing practices can determine exactly what professional or technical service was provided and can assess the appropriateness of the related time charge. For example, when billing for attending a meeting, specifically describe the parties and purpose of the meeting. All correspondence, contracts and other documents reviewed must be distinctly identified. Examples:
Incorrect
Correct
Attended Meeting.
Attended meeting with County Project Manager on 8/15/07 to discuss groundwater monitoring report.
C. Task Identification and Budget Accounting All billing statements (i.e. invoices) must identify the County Contract Number, Project Description, and, as applicable, the identifying number or description for the Task Order, Change or line item in the Statement of Work. All billing statements must show a breakdown of the total bill that includes: (i) the total amount billed for the task for that month, and (ii) the amount remaining for that task in the project budget or, where applicable, the Task Order or Change. Consultant shall not submit billings for any task that will cause the total amount billed for that task to exceed the amount shown in the then-current project budget or, where applicable, amount appropriated for the Task Order or Change, unless and until Consultant shall have submitted and the County Contracting Official has obtained a revised budget of appropriation which raises the total amount which may be billed for such task. D. Rates Allowable billing rates for services performed by Consultant and/or any subconsultant retained by Consultant are set forth in Exhibit C Pricing Schedule to the contract. Contract “Pricing Schedule” billing rates may be renegotiated annually following the first anniversary date of this contract. If negotiated, adjusted rates become effective upon written approval by the Contracting Officer. Adjusted rates shall apply only to Task Orders or Changes authorized subsequent to the date of adjustment or subsequent work performed on tasks authorized for
Section C, Exhibit C- Attachment 1 – Consultant Billing Guidelines Page 1 of 5 RFSQ 6186
completion on a Time & Material basis in the Statement of Work. Unless otherwise authorized by the Contracting Officer in writing, adjusted rates shall not apply to any work for which a fixed price has been negotiated and authorized. Consultant may not unilaterally increase any of the rates set forth in Exhibit C attached. E. Clerical / Secretarial / Administrative Functions County only pays for authorized professional/technical services. County does not pay for clerical services, secretarial, or administrative functions, such as word processing, filing or indexing. These support functions are considered to be included within the allowable billing rates for authorized professional/technical services. Time or expenses incurred in preparing proposals, billing statements (i.e. invoices), or negotiating billing questions are also non-compensable. F. Duplicative Billing County normally pays for only one consultant to accomplish any task. County will not pay for any consultant redoing the work of another consultant or for duplicative entries for reviewing and analyzing documentation unless County authorizes such work. If for any reason, Consultant replaces a team member, the cost associated with the education of the new team member will be the responsibility of the Consultant. G.
Reimbursement of Allowable Expenses
When specifically authorized as a reimbursable component within the compensation terms of the project Statement of Work, Task Order or Change, County shall reimburse Consultant only for actual, necessary, and reasonable out-of-pocket expenses in accordance with County guidelines set forth below. An itemized breakdown of actual expenses must be provided to County at the time billing statements (i.e. invoices) are submitted to County. All expenses must be claimed for reimbursement at cost and must not include mark-ups. Allowable routine expenses incurred should be paid directly by the consultant and then claimed for reimbursement. All expenses submitted for reimbursement must be fully described. County does not accept any “miscellaneous” or “incidental” expensed items. County may require supporting documentation for any claimed reimbursable expenses. The guidelines listed below shall be followed with regard to specific expense items: 1.
Standard Photocopies County does not pay for standard in-house photocopying nor does County pay for hourly wages associated with in-house photocopying. In-house photocopying is included within normal overhead.
2.
Report Production, Oversized Documents and Large Copy Projects When report production, duplication of oversized documents or large copy projects are required for a particular task, these costs should be specifically identified in the project budget or, where applicable, Task Order or Change. County will reimburse Consultant for the actual cost of inhouse or outside photocopy services for report production, duplication of oversized documents and large copy projects.
3.
Local/Long Distance Vehicle Travel Disallowed Travel time and vehicle mileage will not be reimbursed for travel to or from locations outside San Diego County unless authorized by the County.
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Travel time and vehicle mileage between Consultant’s residence and the project site, County offices or Consultant office will not be reimbursed. County will not reimburse cost of travel, taxi, or rental vehicle during Consultant’s stay in San Diego County unless it is specifically related to providing services to the County and authorized by the County.
Allowed Travel time and vehicle mileage for trips between Consultant office, County offices, project sites and other work locations, will be reimbursed only as authorized by the County. Travel time and vehicle mileage between two or more County project sites will be reimbursed. Actual time that services are performed for County on a County project site may be invoiced. Travel time will be reimbursed at the agreed upon allowable billing rates. No reimbursement will be allowed for company owned vehicles. Vehicle mileage for private vehicles will be reimbursed at the current IRS mileage reimbursement rate (January 1, 2013 = $0.565 per mile). In the event the IRS changes the reimbursement rate for mileage, the County will adjust its rate of reimbursement to equal the IRS Standard Mileage Rate. 4.
Rental Vehicles Rental vehicles are not a reimbursable expense unless specifically authorized by County. A rental vehicle may be used by consultant based outside San Diego County upon arrival in San Diego when the use of Consultants' company owned vehicles, public transportation or taxi is not practical. Only commercial agencies may be used. Reimbursement will be made at actual cost for the daily rental fee for a mid-size or smaller vehicle, plus reimbursement for reasonable fuel costs. Refueling costs charged by rental agencies are not reimbursable. For travel of more than a few days in duration, weekly rental rates will be reimbursed if they will result in a lower total cost than the daily rate. Rental car must be turned in promptly. Additional daily charges will not be reimbursed. The operator (Consultant) of a vehicle must possess a valid operator's license. The operator is personally responsible for any fines and/or penalties resulting from citations, charges, or warrants attributable to operator negligence. Such fines and/or penalties shall not be a reimbursable expense. Insurance Consultant assumes all risks and expenses associated with obtaining insurance deemed necessary when using a rental car. Cost of such insurance or damage to rental vehicles is not reimbursable. Miscellaneous Ground Transportation When a hotel, motel, or other service facility provides courtesy transportation, the Consultant is encouraged to use their service. A Consultant from outside of San Diego County will be reimbursed for a taxi, bus and other forms of public transportation between Consultant's residence or place of employment to the airport and back provided this cost is less expensive than daily parking rates at the airport. Consultant should utilize parking facilities (e.g. Park & Fly) located outside the airport if this cost is less expensive than airport parking facilities.
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5.
Air Travel Air travel will be reimbursed at economy or coach class fares. The actual receipt from the airline ticket must be submitted for reimbursement. Air travel arrangements shall be made by Consultant as early as possible to minimize fares. Reimbursement for commercial airline travel shall include the actual expense or cost for the least expensive logical fare via the most direct route, or a reasonable alternative route if it results in lower fare. Consultants may not utilize a particular airline to accumulate mileage or promotional plans, such as frequent flyer programs, if it results in a higher airfare.
6.
Hotels/Lodging A Consultant from outside of San Diego County, when required in support of County projects, will be reimbursed for hotel accommodations in San Diego. Reimbursement shall be limited to actual room charges, plus taxes, for hotel accommodations in San Diego County, not to exceed the approved government rate specified in San Diego County Code of Administrative Ordinances ($146 per night Jan 31 through Mar 31; $139 per night at all other times; approved rates include all taxes). Proof of actual room charges must be submitted for reimbursement. Lodging costs are not reimbursable for local travel.
7.
Meals County will not provide reimbursement for the expense of food or drink incurred in connection with the services provided pursuant to this Agreement unless reimbursement is specifically authorized in advance by County. When authorized by County, Consultant traveling from outside of San Diego County will be reimbursed for meals and incidentals, including tax and gratuity, at rates not to exceed the following: Breakfast Lunch Dinner Incidentals
$12.00 $18.00 $31.00 $ 3.00
Meals and Incidentals for one day
$64.00
8.
Telephone Actual long distance telephone charges directly related to the services provided to County will be reimbursed. The billing statement must indicate the date of the telephone call, the telephone number called, the nature of the call, and the total cost.
9.
Facsimile Charges Facsimile charges, with the exception of actually incurred long distance telephone charges, are considered part of normal overhead and will not be accepted for reimbursement.
10.
Messenger/Courier/Delivery/Express/Overnight Mail Services Use of expedited delivery services is discouraged and will be reimbursed at cost only if its use is determined to be absolutely necessary or requested by County.
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11.
Database/Data Entry/Document Imaging Charges Prior approval must be obtained from County before incurring any charges for the preparation, maintenance, data entry, imaging, programming and document input (including imaging charges) of file material to a database or document management system. If approved, County will pay for the cost of these tasks at an agreed upon clerical rate. County will only pay higher technical or professional rates for the actual professional time spent determining the documents to be entered, how documents are categorized or summarizing documents, as appropriate.
12.
Additional Non-reimbursable Expenses County will not reimburse the following costs as these expenses are considered part of normal overhead: a) b) c) d) e) f) g) h) i) j)
Clerical or secretarial salaries or overtime compensation; Word processing charges; Office supplies; Postage; Entertainment or personal expenses; Commuting expense to or from work for firm personnel; Heating, air conditioning, utility charges; In-house conference room charges; Computer usage; Software usage.
Other expenses, when authorized in advance in writing by County’s Contracting Official, may be billed at Consultant's cost only. These billing guidelines reflect allowable reimbursements as stipulated within the San Diego County Code of Administrative Ordinances.
Section C, Exhibit C- Attachment 1 – Consultant Billing Guidelines RFSQ 6186
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REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) 6186 DEPARTMENT OF PUBLIC WORKS AS-NEEDED ARCHITECTURAL, ENGINEERING, PLANNING AND RELATED PROFESSIONAL SERVICES FOR FAA FUNDED COUNTY OF SAN DIEGO AIRPORT PROJECTS SECTION C, EXHIBIT D – FAA CONTRACT PROVISIONS TYPICAL FEDERAL CONTRACT PROVISIONS 1.
Cost Principles. The CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., shall be used to determine the allowability of individual items of cost. The CONSULTANT also agrees to comply with Federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., OR 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, are subject to repayment by CONSULTANT to COUNTY. Any subcontract in excess of $25,000, entered into as a result of this contract, shall contain all the provisions of this Article.
2.
Civil Rights Act of 1964, Title VI. During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 2.1
Compliance with Regulations. The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract.
2.2
Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.
2.3
Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.
2.4
Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information.
2.5
Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to:
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2.6
2.5.1
Withholding of payments to the contractor under the contract until the contractor complies, and/or
2.5.2
Cancellation, termination, or suspension of the contract, in whole or in part.
Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
3.
Airport and Airway Improvement Act of 1982. The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.
4.
Disadvantaged Business Enterprises. 4.1
Contract Assurance. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate.
4.2
Prompt Payment. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than ten (10) days from the receipt of each payment the prime contractor receives from the County of San Diego. The prime contractor agrees further to return retainage payments to each subcontractor within ten (10) days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the County of San Diego. This clause applies to both DBE and non-DBE subcontractors.
4.3
DBE Reporting. The master contract was executed under a Race Neutral Disadvantaged Business Enterprise (DBE) program. Under this DBE program the participation of DBE firms is encouraged but is not mandatory. However, all projects under the master contract are subject to Disadvantaged Business Enterprise (DBE) reporting. For each task order Consultant shall execute LAPM Exhibit 10-O “Local Agency Proposer/Bidder-DBE (Consultant Contracts)-Information” form. The form may be obtained from DPW Contracts. Consultant shall deliver completed Exhibit 10-O to the COR at time of approval of each task order. Upon completion of each project assignment, Consultant shall execute LAPM Exhibit 17-F “Final Report of Utilization of Disadvantaged Businesses”. The form may be obtained from DPW Contracts.
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Consultant shall deliver completed Exhibit 17-F to the COR prior to COR approval of final payment for the completed task order. Consultant shall include a compilation of DBE utilization from these individual task orders in the Exhibit 17-F “Final Report of Utilization of Disadvantaged Businesses” required at termination of the master contract. 5.
Lobbying and Influencing Federal Employees. The prospective participant certifies by signing and submitting this bid or proposal to the best of his or her knowledge and belief that: 5.1
No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
5.2
If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure of Lobby Activities,” in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6.
Access to Records and Reports. The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.
7.
Breach of Contract Terms. Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.
8.
Rights to Inventions. All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed.
9.
Trade Restriction Clause. The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: 9.1
is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR);
9.2
has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list;
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9.3
has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. 10.
Termination of Contract. 10.1
The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor.
10.2
If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services.
10.3
If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby.
10.4
If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract.
10.5.
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11.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion. The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation/proposal.
12.
FAR Provisions and Clauses 12.1
52.202-1 Definitions (a) When a solicitation provision or contract clause uses a word or term (1) The solicitation, or amended solicitation, provides a different definition; (2) The contracting parties agree to a different definition; (3) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or (4) The word or term is defined in FAR Part 31, for use in the cost principles and procedures. (b) The FAR Index is a guide to words and terms the FAR defines and shows where each definition is located. The FAR Index is available via the Internet at http://www.acqnet.gov/ at the end of the FAR, after the FAR Appendix.
12.2
52.203-5 Covenant Against Contingent Fees. (a)
(b)
12.3
The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee. “Bona fide agency,” as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence. “Bona fide employee,” as used in this clause, means a person, employed by a contractor and subject to the contractor’s supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence. “Contingent fee,” as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract. “Improper influence,” as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.
52.203-7 Anti-Kickback Procedures (a) Definitions. “Kickback,” as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly
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obtaining or rewarding favorable treatment in connection with a prime contractor in connection with a subcontract relating to a prime contract. “Person,” as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual. “Prime contract,” as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind. “Prime Contractor” as used in this clause, means a person who has entered into a prime contract with the United States. “Prime Contractor employee,” as used in this clause, means any officer, partner, employee, or agent of a prime Contractor. “Subcontract,” as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract. “Subcontractor,” as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor. “Subcontractor employee,” as used in this clause, means any officer, partner, employee, or agent of a subcontractor. (b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits any person from— (1) Providing or attempting to provide or offering to provide any kickback; (2) Soliciting, accepting, or attempting to accept any kickback; or (3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor. (c) (1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships. (2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Department of Justice. (3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause. (4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld. (5) The Contractor agrees to incorporate the substance of this clause, including paragraph (c)(5) but excepting paragraph (c)(1), in all subcontracts under this contract which exceed $100,000.
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12.4
52.223-13 Certification of Toxic Chemical Release Reporting (a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award. (b) By signing this offer, the offeror certifies that— (1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or (2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: [Check each block that is applicable.] [ ] (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; [ ] (ii) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A); [ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); [ ] (iv) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North American Industry Classification System sectors: (A) Major group code 10 (except 1011, 1081, and 1094. (B) Major group code 12 (except 1241). (C) Major group codes 20 through 39. (D) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for distribution in commerce). (E) Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.), or 5169, or 5171, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or [ ] (v) The facility is not located in the United States or its outlying areas.
12.5
52.223-14 Toxic Chemical Release Reporting (a) Unless otherwise exempt, the Contractor, as owner or operator of a facility used in the performance of this contract, shall file by July 1 for the prior calendar year an annual Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of the Emergency Planning and Community Rightto-Know Act of 1986 (EPCRA) (42 U.S.C. 11023(a) and (g)), and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106). The Contractor shall file, for each facility subject to the Form R filing and reporting requirements, the annual Form R throughout the life of the contract.
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(b) A Contractor-owned or -operated facility used in the performance of this contract is exempt from the requirement to file an annual Form R if— (1) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; (2) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A); (3) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); (4) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North American Industry Classification System sectors: (i) Major group code 10 (except 1011, 1081, and 1094. (ii) Major group code 12 (except 1241). (iii) Major group codes 20 through 39. (iv) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for distribution in commerce). (v) Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.)), or 5169, or 5171, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or (5) The facility is not located in the United States or its outlying areas. (c) If the Contractor has certified to an exemption in accordance with one or more of the criteria in paragraph (b) of this clause, and after award of the contract circumstances change so that any of its owned or operated facilities used in the performance of this contract is no longer exempt— (1) The Contractor shall notify the Contracting Officer; and (2) The Contractor, as owner or operator of a facility used in the performance of this contract that is no longer exempt, shall— (i) Submit a Toxic Chemical Release Inventory Form (Form R) on or before July 1 for the prior calendar year during which the facility becomes eligible; and (ii) Continue to file the annual Form R for the life of the contract for such facility. (d) The Contracting Officer may terminate this contract or take other action as appropriate, if the Contractor fails to comply accurately and fully with the EPCRA and PPA toxic chemical release filing and reporting requirements. (e) Except for acquisitions of commercial items as defined in FAR Part 2, the Contractor shall— (1) For competitive subcontracts expected to exceed $100,000 (including all options), include a solicitation provision substantially the same as the provision at FAR 52.223-13, Certification of Toxic Chemical Release Reporting; and (2) Include in any resultant subcontract exceeding $100,000 (including all options), the substance of this clause, except this paragraph (e). 12.6
52.225-13 Restrictions on Certain Foreign Purchases (a) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR Chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States. (b) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from North Korea, into the United States or its outlying areas. Lists of entities
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and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at http://www.treas.gov/offices/enforcement/ofac/sdn. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR Chapter V and/or on OFAC’s website at http://www.treas.gov/offices/enforcement/ofac. (c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts. 12.7
52.233-4 Applicable Law for Breach of Contract Claim United States law will apply to resolve any claim of breach of this contract.
12.8
52.244-6 Subcontracts for Commercial Items (a) Definitions. As used in this clause— “Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions. “Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier. (b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract. (c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items: (i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212(a)); (iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793). (v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201). Flow down as required in accordance with paragraph (g) of FAR clause 52.222-39). (vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631) (flow down required in accordance with paragraph (d) of FAR clause 52.247-64). (c)(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.
13.
FEMA Contract Provisions Contractor shall, as a condition of this contract, and for the duration of the contract and any extension of the contract or surviving conditions contained therein as required by the County, be in compliance with the following stipulated conditions and federal provisions: a. Compliance with Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,'' as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60).
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b. Compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). c. Compliance with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5). d. Compliance with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). e. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, discoveries and inventions, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of the County. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of the County. County shall have unrestricted authority to publish, disclose, distribute and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms, discoveries or inventions, or other materials or properties produced under this Agreement. f.
Contractor shall grant unrestricted access to the County, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to this specific contract for the purpose of making audit, examination, excerpts, and transcriptions.
g. Contractor shall retain all required records for a minimum of three years after County makes final payments under terms of this contract and after all other pending matters concerning this contract or services provided are closed. h. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). i.
Compliance to mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
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