July 10, 2023
REQUEST FOR QUALIFICATIONS
Richardson Bay Eelgrass Restoration Project
Richardson Bay Regional Agency
Electronic Proposals Due By: Friday, August 11, 2023, 4:00 PM
Submit Proposal to:
Executive Director Richardson Bay Regional Agency
If Paper Submissions are preferred, they can be mailed to:
Brad Gross, RBRA
3501 Civic Center Dr, Room 308
San Rafael, CA 94903
TABLE OF CONTENTS
- PROJECT LOCATION
- PROJECT BACKGROUND
- PROJECT PURPOSE
- SCOPE OF CONSULTANT WORK
- CONSULTANT DELIVERABLES
- AGENCY ACTIVITIES
- PROJECT BUDGET
- STATEMENT OF QUALIFICATIONS:
FORMAT, CONTENTS, QUESTIONS, ADDENDA, AND SUBMITTAL
- FEE PROPOSAL – FROM SHORT-LISTED FIRMS ONLY
- EVALUATION CRITERIA
- GENERAL CONDITIONS
AERIAL PHOTO OF RICHARDSON BAY
AUDUBON CALIFORNIA LINKS
SAMPLE CONTRACT AGREEMENT AND INSURANCE REQUIREMENTS
EELGRASS RESTORATION PROJECT
The Richardson Bay Regional Agency (“Agency”) is a joint powers authority comprised of the City of Belvedere, the City of Mill Valley, the Town of Tiburon, and the County of Marin. The mission of the Agency is to maintain and improve the navigational waterways, open waters, and shoreline of Richardson Bay.
The Agency is undertaking a broad effort to improve the health, vibrancy, water quality and climate resilience of Richardson Bay, with support from the U.S. Environmental Protection Agency (EPA), and other partners and funding sources. A key component of the broad effort is a collaborative project to restore eelgrass in Richardson Bay. The Agency is seeking consultant services to plan, manage, adapt, implement, and monitor the restoration project through the term of the EPA grant – estimated at June 30, 2027.
B) PROJECT LOCATION
Richardson Bay is a 3,100-acre embayment located in southern Marin County, as shown on this Chart of Richardson Bay. It is the largest eelgrass restoration opportunity in the San Francisco Bay Area. The project area excludes the federal navigational channel as well as areas under the jurisdiction of the City of Sausalito, and is focused on locations best suited for successful restoration efforts.
C) PROJECT BACKGROUND
Eelgrass has been identified is a significant resource for improving water quality, combating climate change, and contributing to a healthy and vibrant bay. Richardson Bay has the second largest eelgrass bed in the San Francisco Bay Area. However, over the years, eelgrass habitat damage in Richardson Bay – notably from the scraping of anchors, chains and other ground tackle of anchored vessels – has resulted in the removal of up to approximately 80 acres of eelgrass from the bay floor, as surveyed in 2019. The magnitude of damage to eelgrass beds can be observed on the aerial photograph in the Appendix. Other hazardous conditions threatening the survival of eelgrass beds include the rise of both sea level and water temperatures.
In August, 2021, the Agency adopted an Eelgrass Protection and Management Plan (EPMP) that was based on spatial analysis/planning of mapped data for eelgrass occurrence frequency and herring spawn effect. Among other sources, the EPMP drew upon data and information from the Agency’s ecologically-based 2019 Mooring Feasibility & Planning Study. Through the EPMP, the Agency established a “No Anchor/Eelgrass Protection Zone” (“Zone.”) to protect eelgrass resources and prevent further damage to the eelgrass bed from anchor scour. This protection mechanism, and the significant decrease in the number of vessels anchored in the bay, is opening an opportunity for an eelgrass restoration project.
In May, 2023, the Agency was awarded a $2.8 million grant from the San Francisco Bay Area Water Quality Fund of the EPA to support eelgrass restoration and other bay protection and improvement efforts, in collaboration with project partners.
D) PROJECT PURPOSE
With the loss of eelgrass beds, and in the face of climate change and threats to the health, vibrancy and water quality of the bay, the Agency is undertaking an innovative public-private partnership to restore at least 15 acres of eelgrass over four years, plan for additional restoration and adaptive management, provide training for early career conservationists from severely disadvantaged communities, and develop shareable, scalable best-practices for eelgrass restoration in areas of anchor scour. The restoration project is particularly urgent in the face of sea level rise, increasing ocean temperatures, and other threats from a changing climate. Eelgrass is a nature-based solution to these threats – eelgrass beds improve water quality, reduce coastal erosion (by stabilizing sediment and reducing wave energy), sequester carbon, reduce ocean acidification, and provide nursery habitat for commercially,recreationally, and ecologically important marine life (e.g., Pacific herring and Dungeness crab). The eelgrass in Richardson Bay supports tens of thousands of migratory waterbirds every year and is the preferred spawning location for over 90% of the Bay Area’s Pacific herring population.
E) SCOPE OF CONSULTANT WORK
- Preparation of an Eelgrass Restoration and Adaptive Management Plan (RAMP)
Timeline: December 31, 2023. For adoption by the Agency Board of Directors
The plan shall include, at the minimum:
- An adaptive management plan for eelgrass restoration over a ten-year period, with provisions for monitoring success and adapting restoration efforts based on results and changed conditions
- A Phase I plan for restoration of at least 15 acres of eelgrass, within the jurisdiction of the Agency, by no later than June 30, 2027
- Consistency with the Richardson Bay Special Area Plan and the Bay Conservation & Development Commission’s San Francisco Bay Plan
- The best available science on eelgrass habitat restoration and the California Eelgrass Management Plan (CEMP) and its periodic updates, as well as technical expertise of the SF State Estuary and Audubon California
- Prioritization criteria and best practices for removal of non-vessel marine debris from the bay floor
- Potential for reuse of dredged materials in restoration efforts
- Detailed timelines for plant cultivation and in-water restoration activities
- Stakeholder workshops, alongside an ongoing outreach and education plan with emphasis on historically disadvantaged communities in partnership with Audubon California and others
- Provisions for collaborative partnership with San Francisco State University, Estuary and Ocean Science Center (“SF State EOS”), who will have a lead role on researched restoration methods, location, planting/seeding, and monitoring and studying results, as well as its job training for two early career BIPOC/first generation college graduates in restoration ecology.
- Provisions for collaborative partnership with Audubon California on its lead role on community engagement, including its Community Conservation Fellow Program, as well as partnership on eelgrass bed mapping and its waterbird monitoring
- Remote sensing as part of a monitoring program
- Provisions for eelgrass management adaptations due to outcomes from restoration efforts, new information and changed conditions
The consultant will be responsible for ensuring the RAMP approval and implementation complies with any CEQA/Environmental Review requirements. The Agency is anticipating the RAMP and its implementation will be Categorically Exempt.
- Adaptive management and implementation of the RAMP and associated eelgrass habitat protection and restoration activities through the conclusion of the EPA grant.
Timeline: Estimated conclusion date of June 30, 2027
Management and implementation shall include, at the minimum:
- Completion of Phase I restoration of 15 acres by June 30, 2027
- Remote sensing and monitoring
- Eelgrass management adaptations as a result of outcomes from restoration efforts, new information, and changed conditions
- Removal of marine debris from bay floor, as provided for in the RAMP, which qualifies for reimbursement from grant funds acquired by the Agency for removal and disposal
- Partnership support to the SF State EOS on having a lead role in determining and implementing researched restoration methods, location, planting/seeding, and monitoring and studying results, as well as its job training for two early career BIPOC/first generation college graduates in restoration ecology.
- Outreach and education, including through partnership with Audubon California on having a lead role in community engagement, with emphasis on underserved members of the community, and partnership support of Audubon California’s Community Conservation Fellow Program
- Meetings and other communication with the Agency and key stakeholders
- Technical advice to Agency on eelgrass habitat issues
- Quarterly and annual reports, and final report, on project activities and outcomes
F) CONSULTANT DELIVERABLES
As outlined in the Consultant Scope of Services, the Consultant is expected to deliver to the Agency the following documents and materials during and through the course of the contract, as well as achieving a minimum of 15 acres of eelgrass restoration under implementation of the RAMP:
- Eelgrass Restoration and Adaptation Management Plan (RAMP)
- Any proposed RAMP amendments, if warranted, and management adaptations, policies, procedures and other documents and materials as needed to implement the RAMP
- Stakeholder and community outreach, education and engagement materials
- At least quarterly reports and an annual report with:
- Data and information on project activities and associated outcomes – including annual monitoring results
- Progress on achieving at least 15 acres of eelgrass restoration
- Progress on removal of non-vessel marine debris from the bay floor
G) AGENCY ACTIVITIES
As part of broad efforts to improve the health, vibrancy, water quality and climate resilience of Richardson Bay, the Agency is undertaking activities that are outside the Consultant scope of work, such as:
- Removal of derelict vessels from Richardson Bay that are deemed to be marine debris and/or abandoned
- Installation of signage and boundary markings for the No-Anchor/Eelgrass Protection Zone
- Management of the departure of the three remaining floating homes, pursuant to an agreement with the Bay Conservation & Development Commission (BCDC) for their departure by October 15, 2023
- Management of the departure of vessels from the No-Anchor/Eelgrass Protection Zone, pursuant to an agreement with BCDC for their departure by October 15, 2024
- Communication with persons on vessels anchored out in the bay and related stakeholders
- Management of a vessel buy-back program to reduce the number of anchored-out vessels
- Partnerships for the relocation into housing of persons on anchored-out vessels, with support from $2.5 million in funding from the State of California
- Ongoing bay patrol and enforcement
H) PROJECT BUDGET
The maximum project budget for the scope of consultant and partnership services is below:
|CONSULTANT SERVICES||MAX BUDGET|
|RAMP: Preparation, management and implementation of an Eelgrass Restoration and Adaptive Management Plan (RAMP) including any necessary environmental review, through the term of EPA grant (estimated at June 30, 2027). Includes stakeholder engagement, outreach and education, coordination with project partners, management of plan implementation and adaptations to eelgrass management, preparation and delivery of reports, development of related policies and procedures, technical expertise and advice, and overall project and budget management||$ 499,000|
|Restoration: In collaboration with project partners, eelgrass restoration (minimum 15 acres), and remote sensing and monitoring||$ 630,000*
See below on potential increase up to $896,900, from SF EOS budget
|PROJECT PARTNER SERVICES|
|Audubon California: Community engagement, Community Conservation Fellow Program, waterbird monitoring, assistance with eelgrass bed mapping||$ 382,000|
|San Francisco State University, Estuary and Ocean Science Center (SF EOS: Eelgrass restoration research; scientific expertise; planting/seeding; monitoring support; and job training for two early career BIPOC/first generation collegegraduates in restoration ecology||$ 1,066,900*
|*Potential reallocation of up to $266,900 from SF EOS budget to Consultant Services budget for restoration work|
I) STATEMENT OF QUALIFICATIONS
The Agency is seeking a Primary Consultant that will be accountable for the entire scope of work. The Primary Consultant will manage any sub-consultants who are responsible for portions of the scope of work as part of the Consultant Team.
CONTENTS OF STATEMENT OF QUALIFICATIONS
Your Statement of Qualifications (SOQ) is to be submitted electronically as a PDF – no hard copies are required. To maintain uniformity in the evaluation process, your SOQ shall be limited to a maximum of 10 pages total; the cover letter, table of contents, front cover and section dividers and resumes are excluded from the page count. The text font (ARIAL, TAHOMA, or similar) shall not be smaller than size 10. The SOQ shall be submitted as one single PDF(unless otherwise noted) and include the following sections in order:
Include the Primary Consultant’s name and business address, as well as the Project Manager’s name, telephone number and email address. Summarize your understanding of the role and responsibilities of the Project Consultant and briefly introduce your team, including any subconsultants. Address any exceptions to the Insurance requirements and/or the Professional Services Agreement, both of which are attached to this RFQ. The cover letter shall be signed by the personauthorized to negotiate a contract for proposed services with the Agency.
Team Organization and Experience
Clearly identify the project team; including the main point of contact, field staff, and any subconsultants, and their respective roles. Identify which items in the scope of services for which any subconsultants will have a role and responsibilities. Excluding circumstances beyond the consultant’s control, it is expected that the key staff proposed under this SOQ will remain unchanged throughout the duration of the project. Replacement of key staff without consultation with the Agency will not be permitted and may be grounds for termination of the contract.
Include contact information and a brief summary of the Primary Consultant firm’s organization and history. Provide a résumé of each key team member in the statement of qualifications.
Include contact information and a brief summary of each of the sub-consulting firm’s organization, history, and three firm references.
Relevant Work Experience
Describe your team’s experience with work of a similar nature to this request. Include similar type/size projects that your team has completed for a public agency. Provide a project description, services provided, and outcomes achieved; discuss whether the work was completed on time and within budget.
A list of three former (within the past five years) or present clients for whom you as Primary Consultant and the members of your team have performed consulting services related to the scope of work to be performed for this project. (name, title, agency, email address, and telephone number)
Understanding and Approach
Describe your team’s understanding of the services being requested as part of this document. Identify the approach forkey services and/or issues anticipated for this type of request. Describe the Team’s approach to managing this project for the Agency and how you plan to ensure proper tracking, reporting and project completion on schedule and within established budgets.
Scope of Services
Provide a description of your understanding of the scope of services you will provide through completion of project.
The e-mailed SOQ proposal PDFs are due by 4:00 pm on Friday, August 11, 2023. The e-mail header shall read“Request for Qualifications for Eelgrass Restoration Project” and be sent to Brad Gross at the following e-mail address: email@example.com
Proposals received after the time and date specified above will be considered nonresponsive and rejected. Unsigned proposals or proposals signed by an individual not authorized to bind the prospective Consultant will be considered nonresponsive and rejected.
Any proposals received prior to the time and date specified above may be withdrawn or modified by written request of the Consultant. To be considered, however, the modified Proposal must be received by 4:00 p.m., Friday, August 11, 2023.
The prospective Consultant is advised that should this RFQ result in recommendation for award of a contract, the contract will not be in force until it is approved and fully executed by the Agency.
All products used or developed in the execution of any contract resulting from this RFQ will remain in the public domain at the completion of the contract.
Questions and Addenda
Any questions related to this RFQ shall be submitted in writing to the attention of Brad Gross via email at firstname.lastname@example.org Questions must be submitted by 4:00 pm on Thursday, August 3, 2023. No oral question or inquiry about this RFQ shall be accepted. To receive the written responses to all questions submitted, email Brad Gross at email@example.com by 4:00 pm on Thursday, August 3, 2023.
Addenda to this RFQ, if issued, will be sent to all prospective Consultants to which the Agency has specifically e-mailed a copy of the RFQ, and any other prospective Consultant who has requested receipt of addenda, in writing to Brad Gross at: firstname.lastname@example.org.
J. FEE PROPOSAL (FROM SHORT-LISTED FIRMS ONLY)
The Richardson Bay Regional Agency will request fee proposals from firms whose SOQs have been evaluated and who are notified by the Agency that they have been placed on a short-list for interviews. Firms should not include the fee proposal with their SOQ.
The fee proposal will be due at a date set by the Agency, anticipated to be 4 pm on Thursday, August 31, 2023. A PDF of your proposed rates and fees, plainly labeled “Fee Proposal” with the prime company’s name and the project title in the PDF document are to be emailed to Brad Gross at the following email address:
Consultant’s rates and fees proposal must remain active for a time period of no less than thirty- six (36) months. One (1) rate adjustment per 12 months will be allowed and must be clearly defined in the original fee proposal. The feeproposal shall reflect all anticipated fee increases during the contract duration.
A Consultant Selection Committee will evaluate each proposal using the below evaluation criteria. Interviews are anticipated for the short-listed firms. Reference checks may be conducted at any stage of the evaluation, interview and selection process. Proposal selection shall be ranked based on the technical information and qualifications conveyed in the SOQ proposal and interviews, and a check of references.
|Team Organization and Experience
This includes the team’s qualifications and relevant individual knowledge and experience, unique qualifications of key personnel, and the strength of the Organization Chart
|Understanding and Approach
This includes demonstrated knowledge and understanding of the work required, experience with this project’s partners and stakeholders, explanation of the firm’s approach to key components, and ability to meet local and best practice processes, develop innovative ideas and maintain internal measures for timely completion of projects.
|Scope of Services
This includes the demonstrated ability to provide the full range of the scope of services with competence, skill, efficiency and effectiveness. Preference will be given to firms that demonstrate the ability to provide turn-key project delivery and to troubleshoot issues as they arise.
|Experience on Similar & Federally Funded Projects
This includes record of producing quality product on similar projects on time and within budget.
- TIMELINE: SUBMITTAL & SELECTION
Distribution of RFQ Monday, July 10, 2023
Deadline for RFQ Questions Thursday, August 3, 2023 – 4 pm
E-mailed Proposals Due Friday, August 11, 2023 – 4 pm
Notification of Short-Listed Firms Friday, August 18, 2023
Fee Proposals due from Short-Listed Firms Thursday August 31, 2023 – 4 pm
Interviews with Short-Listed Firms Week of August 28, 2023
Board of Directors Award of Contract Thursday, September 14, 2023
Timelines on Agency actions and interviews are tentative and for general information only
- GENERAL CONDITIONS
The issuance of this RFQ constitutes only an invitation to present responses. The Agency reserves the right, at its sole discretion, to determine whether any aspect of the response satisfactorily meets the criteria established in the RFQ. The Agency reserves the right to seek additional information and/or clarification from the respondent, the right to confer with any respondent submitting a response and the right to reject any or all responses with or without cause. In the event that the RFQ is withdrawn by the Agency for any reason,the Agency shall have no liability to any respondent for any costs or expense incurred with the preparation ofthis RFQ or related work. The Agency reserves the right, at its sole discretion, to waive any irregularities or informality. The Agency may conduct interviews with any respondent it deems necessary. At the discretion of the Executive Director, interviews of the top ranked firms may or may not be required.
The Richardson Bay Regional Agency reserves the right to reject any and/or all responses for failure to meet the requirements contained herein, to waive any technicalities and to select the responses which, in the Agency’s sole judgment, best meets the requirements of the project.
- Project Area Photo (with caption)
An aerial view of Marin County’s Richardson Bay where eelgrass is being restored by the Richardson Bay Regional Agency and partners. The Tiburon peninsula is seen at the top of the photo, with the marinas of Sausalito along the bottom. Circular anchor scars – a focus of this project’s restoration activities – can be seen off the Sausalito shoreline. Photo taken summer 2022. Photo credit: 111th Air Squadron
- Audubon California Resources:
RICHARDSON’S BAY REGIONAL AGENCY
PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is made and entered into this __________, by and between the RICHARDSON’S BAY REGIONAL AGENCY hereinafter referred to as “Agency” and _____________, hereinafter referred to as “Contractor.”
WHEREAS, Agency desires to retain a person or firm to provide the following services: ______________________; and
WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services;
NOW, THEREFORE, for and in consideration of the Contract made, and the payments to be made by Agency, the parties agree to the following:
- SCOPE OF SERVICES:
Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof.
- FURNISHED SERVICES:
The Agency agrees to:
- Guarantee access to and make provisions for the Contractor to enter upon public and private lands as required to perform their work.
- Make available all pertinent Agency data and records for review.
- Provide general bid and Contract forms and special provisions format when needed.
- FEES AND PAYMENT SCHEDULE:
The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit Band by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide Agency with his/her/its Federal Tax I.D. number prior to submitting the first invoice.
- MAXIMUM COST TO AGENCY:
In no event will the cost to Agency for the services to be provided herein exceed the maximum sum of $_____, including direct non-salary expenses. As set forth in section 14 of this Contract, should the funding source for this Contract be reduced, Contractor agrees that this maximum cost to Agency may be amended by written notice from Agency to reflect that reduction.
- TIME OF CONTRACT:
This Contract shall commence on _____and shall terminate on _____. Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor. The final invoice must be submitted within 30 days of completion of the stated scope of services.
Commercial General Liability:
The Contractor shall maintain a commercial general liability insurance policy in the amount of $1,000,000 ($2,000,000 aggregate). The Agency shall be named as an additional insured on the commercial general liability policy.
Commercial Automobile Liability:
Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor, Contractor shall provide comprehensive business or commercial automobile liability coverage, including non-owned and hired automobile liability, in the amount of $1,000,000.00. The Agency and Contractor agree that the services to be provided under this Contract do not involve or require the use of any type of vehicle by Contractor, and that the Contractor shall be liable for any voluntary use of a vehicle on the part of the Contractor in performances of services under this contract.
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance, a letter of self-insurance, or a copy of the Certificate of Consent to Self-Insure shall be provided to Agency prior to commencement of work.
Errors and Omissions, Professional Liability or Malpractice Insurance.
Contractor may be required to carry errors and omissions, professional liability or malpractice insurance.
All policies shall remain in force through the life of this Contract and shall be payable on a “per occurrence” basis unless Agency specifically consents to a “claims made” basis. The insurer shall supply Agency adequate proof of insurance and/or a certificate of insurance evidencing coverages and limits prior to commencement of work. Should any of the required insurance policies in this Contract be cancelled or non-renewed, it is the Contractor’s duty to notify the Agency immediately upon receipt of the notice of cancellation or non-renewal.
If Contractor does not carry a required insurance coverage and/or does not meet the required limits, the coverage limits and deductibles shall be set forth on a waiver, Exhibit C, attached hereto.
Failure to provide and maintain the insurance required by this Contract will constitute a material breach of this Contract. In addition to any other available remedies, Agency may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage.
- ANTI DISCRIMINATION AND ANTI HARASSMENT:
Contractor and/or any subcontractor shall not unlawfully discriminate against or harass any individual including, but not limited to, any employee or volunteer of the Agency based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. Contractor and/or any subcontractor understands and agrees that Contractor and/or any subcontractor is bound by and will comply with the anti discrimination and anti harassment mandates of all Federal, State and local statutes, regulations and ordinances.
The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the Agency except for any subcontract work identified herein. If Contractor hires a subcontractor under this Contract, Contractor shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of Contractor under this Contract and shall require subcontractor to name Contractor and Agency as an additional insured under this Contract for general liability. It shall be Contractor’s responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the Agency evidence of same.
The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the Agency.
- LICENSING AND PERMITS:
The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall also obtain any and all permits which might be required by the work to be performed herein.
- BOOKS OF RECORD AND AUDIT PROVISION:
Contractor shall maintain on a current basis complete books and records relating to this Contract. Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shall maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit Agency to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted on Contractor’s premises or, at Agency’s option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from Agency. Contractor shall refund any monies erroneously charged.
- WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR:
Any and all work product resulting from this Contract is commissioned by the Agency as a work for hire. The Agency shall be considered, for all purposes, the owner of the work product and shall have all rights of ownership to the work, including, but not limited to, the non-exclusive right to use, publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. The Agency hereby grants Contractor a non-exclusive, royalty-free right to use, publish, reproduce, copy and make derivative use of the work product in perpetuity. Contractor must receive written permission from the Agency prior to granting others limited rights to use the work product.
To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Agency hereby acknowledges and agrees that ownership of such work product shall not be transferred to the Agency. Rather Contractor hereby grants the Agency a non-exclusive, royalty-free right to use, publish, reproduce, copy and make derivative use of the work product in perpetuity and may grant others grant others limited rights to use the work product.
- If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the Agency may terminate this Contract by giving five (5) calendar days written notice to the party involved.
- The Contractor shall be excused for underperformance or failure to perform services herein if such performance of services is inadvisable, impractical, or prevented by acts of God, riot, fire, flood, acts of war, insurrection, accident, order of any court, strikes, labor disputes, or other forces over which the Contractor has no control. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform.
- Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties.Notice of termination shall be by written notice to the other parties and be sent by registered mail.
- In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s).
The Agency’s performance and obligation to pay under this Contract is contingent upon an appropriation by the Richardson’s Bay Regional Agency Board of Directors, the State of California, the federal government, or other third party. Should the funds not be appropriated Agency may terminate this Contract with respect to those payments for which such funds are not appropriated. Agency will give Contractor thirty (30) days’ written notice of such termination. All obligations of Agency to make payments after the termination date will cease.
Where the funding source for this Contract is contingent upon an appropriation or grant from the Richardson’s Bay Regional Agency Board of Directors, the State of California, the federal government or other third party, Agency’s performance and obligation to pay under this Contract is limited by the availability of those funds. Should the funding source for this Contract be eliminated or reduced, upon written notice to Contractor, Agency may reduce the Maximum Cost to Agency identified in section 4 to reflect that elimination or reduction.
- RELATIONSHIP BETWEEN THE PARTIES:
It is expressly understood that in the performance of the services herein, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent Contractor and not as officers, employees or agents of the Agency. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers’ compensation.
This Contract may be amended or modified only by written Contract of all parties.
- ASSIGNMENT OF PERSONNEL:
The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to Agency, as is evidenced in writing.
- JURISDICTION AND VENUE:
This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California.
Contractor agrees to indemnify, defend, and hold Agency, its member agencies, employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorney’s fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor’s negligence, recklessness or willful misconduct in the performance of this Contract.
- COMPLIANCE WITH APPLICABLE LAWS:
The Contractor shall comply with any and all Federal, State and local laws and resolutions: including, but not limited to the County of Marin Nuclear Free Zone, Living Wage Ordinance, and Board of Supervisors Resolution #2005-97 prohibiting the off-shoring of professional services involving employee/retiree medical and financial data affecting services covered by this Contract. Copies of any of the above-referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21. In addition, the following NOTICES may apply:
- Pursuant to California Franchise Tax Board regulations, Agency will automatically withhold 7% from all payments made to vendors who are non-residents of California.
- Contractor agrees to meet all applicable program access and physical accessibility requirements under State and Federal laws as may apply to services, programs or activities for the benefit of the public.
- For Contracts involving any State or Federal grant funds, Exhibit D must be attached. Exhibit D shall consist of the printout results obtained by search of the System for Award Management at sam.gov.
Exhibit D – Debarment Certification
By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below.
- The certification in this clause is a material representation of fact relied upon by Agency.
- The Contractor shall provide immediate written notice to Agency if at any time the Contractor learns that its certification was erroneous or has become erroneous by reason of changed circumstances.
- Contractor certifies that none of its principals, affiliates, agents, representatives or contractors are excluded, disqualified or ineligible for the award of contracts by any Federal agency and Contractor further certifies to the best of its knowledge and belief, that it and its principals:
- Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency;
- Have not been convicted within the preceding three-years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against it for one of those offenses within that time period;
- Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses listed in 2 CFR 180.800(a);
- Have not had one or more public transactions (Federal, State, or Local) terminated within the preceding three-years for cause or default.
- The Contractor agrees by signing this Contract that it will not knowingly enter into any subcontract or covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction.
- Any subcontractor will provide a debarment certification that includes the debarment clause as noted in preceding bullets above, without modification.
This Contract shall be managed and administered on Agency’s behalf by the Contract Manager named below. All invoices shall be submitted and approved by this Contract Manager and all notices shall be given to Agency at the following location:
|Contract Manager:||Executive Director|
|Dept./Location:||Richardson’s Bay Regional Agency
3501 Civic Center Drive, Room 308
San Rafael, CA 94903
|Telephone No.:||650-587-7300 x 124|
Notices shall be given to Contractor at the following address:
- ACKNOWLEDGEMENT OF EXHIBITS
|Check applicable Exhibits||CONTRACTOR’S INITIALS|
|EXHIBIT A.||Scope of Services|
|EXHIBIT B.||Fees and Payment|
|EXHIBIT C.||Insurance Reduction/Waiver|
|EXHIBIT D.||Contractor’s Debarment Certification|
|EXHIBIT E.||Subcontractor’s Debarment Certification|
IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written.
CONTRACTOR: APPROVED BY:
RICHARDSON’S BAY REGIONAL AGENCY
By: __________________________________ By: __________________________________
Name: _______________________________ Name:
Title: ________________________________ Title:
AGENCY COUNSEL REVIEW AND APPROVAL (required if template content has been modified)
Agency Counsel: _______________________________________ Date: ____________________________
FEES AND PAYMENT SCHEDULE (required)
AGENCY shall pay CONTRACTOR as follows:
AUTHORIZATION REQUIRED. Services performed by CONTRACTOR and not authorized in this Contract shall not be paid for AGENCY. Payment for additional services shall be made to CONTRACTOR by AGENCY if, and only if, this Contract is amended by both parties in advance of performing additional services.
MAXIMUM CONTRACT AMOUNT. The maximum term of this Contract is __________through __________. The maximum amount payable to Contractor under this Contract for this period shall not exceed ________________.
INSURANCE REDUCTION/WAIVER (if applicable)
CONTRACT TITLE: RICHARDSON’S BAY __________________
This statement shall accompany all requests for a reduction/waiver of insurance requirements. Please check the box if a waiver is requested or fill in the reduced coverage(s) where indicated below:
|Check Where Applicable||Requested Limit Amount||CAO
General Liability Insurance
Automobile Liability Insurance
Workers’ Compensation Insurance
Professional Liability Deductible
Please set forth the reasons for the requested reductions or waiver.
Contract Manager Signature:
Approved by Risk Manager: