HomeMy WebLinkAbout09. Adopt Resolution No. 2024-003 to authorize a revision to the Memorandum of Understanding (MOU) for the development of a study related to a potential merger between Central Contra Costa Sanitary District (Central San) and Mt. View Sanitary DistrictPage 1 of 47
Item 9.
DCENTRALSAN
MEETING DATE: FEBRUARY 1, 2024
BOARD OF DIRECTORS
POSITION PAPER
SUBJECT: ADOPT RESOLUTION NO. 2024-003 TO AUTHORIZE A REVISION TO
THE MEMORANDUM OF UNDERSTANDING (MOU) FOR THE
DEVELOPMENT OF A STUDY RELATED TO A POTENTIAL MERGER
BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT (CENTRAL
SAN)AND MT. VIEW SANITARY DISTRICT (MVSD)
SUBMITTED BY:
PHILIP LEIBER, DEPUTYGENERAL
MANAGER -ADMINISTRATION
DANEA GEMMELL, PLANNING AND
DEVELOPMENT SERVICES MANAGER
INITIATING DEPARTMENT:
DEPUTY GENERAL MANAGER
REVIEWED BY: GREG NORBY, DEPUTY GENERAL MANAGER - OPERATIONS
Roger S. Bailey
General Manager
ISSUE
Consider adopting a revision to the MOU related to the development of a study on a potential merger with
MVSD.
BACKGROUND
On October 5, 2023, the Board adopted Resolution No. 2023-038 to authorize execution of a MOU with
MVSD (Attachment 1). The MOU addresses how MVSD and Central San will work together in the
selection of and work by a consultant to conduct a study investigating the issues involved in a potential
merger between the two agencies. A pending Contra Costa County Local Agency Formation Commission
(LAFCO) Municipal Service Review (MSR) report is anticipated to request such a study. Staff first
brought this issue to the REEP for discussion in May 2023.
After executing the MOU, Central San staff met with MVSD staff to develop a Request for Proposals (RFP) to
solicit the interest of qualified consultants to conduct a study. In those discussions, MVSD staff indicated that
their Board wanted to ensure that the process leading to the selection of and work by the study was joint in
February 1, 2024 Regular Board Meeting Agenda Packet - Page 37 of 130
Page 2 of 47
nature. Some of this was memorialized in the draft RFP, but other aspects, at the advice of legal counsel, were
best addressed through the MOU rather than the RFP. Accordingly, an amendment to the MOU was developed
to memorialize this commitment. Staff is requesting adoption of a new Resolution No. 2024-XXX to authorize a
revision to the MOU for the development of a study related to a potential merger between Central San and
MVSD (Attachment 2). The amendment requires approval by the Boards of both agencies.
Additionally, the REEP Committee also requested that the proposed study scope be brought back for feedback
before finalization / issuance. The draft RFP is attached (Attachment 3).
There is an expectation that the RFP would be issued in mid -February, after MVSD's Board approves the
amendment to the MOU scheduled for February 9, 2024.
ALTERNATIVES/CONSIDERATIONS
The existing MOU could remain as initially adopted without the modification. This is not recommended, as
the most efficient way to address the desire of MVSD of having input on and consent to important matters
related to the RFP and consulting contract is through specifying this in the MOU.
FINANCIAL IMPACTS
There are no financial implications for adopting the amendment to the MOU. However, if the initiative
progresses, Central San has agreed to pay for the cost of the study mentioned in the guiding principles.
The professional services agreement, to the extent it exceeds the General Manager's delegated authority
of $200,000 would be brought forward to the Board after a consultant selection process.
COMMITTEE RECOMMENDATION
The Real Estate, Environmental and Planning Committee reviewed this matter at its meeting on January
16, 2024, and recommended Board approval of the resolution.
RECOMMENDED BOARD ACTION
Adopt proposed Resolution No. 2024-003 to authorize a revision to the Memorandum of Understanding
for the development of a study related to a potential merger between Central Contra Costa Sanitary
District and Mt. View Sanitary District.
Strategic Plan re -In
GOAL ONE: Customer and Community
Strategy 3 - Build neighborhood and industry relations
GOAL TWO: Environmental Stewardship
Strategy 3 - Be a partner in regional development of local water supply
ATTACHMENTS:
1. Memorandum of Understanding
2. Proposed Resolution
3. Request for Proposal - Draft
February 1, 2024 Regular Board Meeting Agenda Packet - Page 38 of 130
Page 3 of 47
ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING BETWEEN
CENTRAL CONTRA COSTA SANITARY DISTRICT and MT. VIEW SANITARY
DISTRICT FOR A FEASIBILITY EVALUATION OF A POTENTIAL MERGER
This Memorandum of Understanding (MOU) is made and entered into this j day of
October, 2023 by and between Central Contra Costa Sanitary District (Central San) and Mt. View
Sanitary District (MVSD) for the purposes described herein. Each agency hereinafter may be
referred to individually as "Party" or collectively as "Parties."
Recitals
WHEREAS, Central San and MVSD are sanitary districts duly organized and existing
under and by virtue of the laws of the State of California; and
WHEREAS, the Local Agency Formation Commission (LAFCO) of Contra Costa County
is conducting a municipal services review, a draft of which recommends that a study ("Merger
Feasibility Evaluation" or "Study") be conducted to investigate the issues related to a potential
merger of MVSD and Central San;
WHEREAS, the Study will investigate all benefits, costs, issues, and barriers related to a
potential merger of the agencies;
WHEREAS, in order to expedite the preparation of such a study Central San and MVSD
desire to begin the preparations for the retention of one or more consultants to perform the Study;
and
WHEREAS, the initiation and development of the Study will require the cooperation and
significant involvement of the staffs of each agency; and
WHEREAS, in order to ensure the cooperation and overall success of this effort, the
parties wish to develop guiding principles to steer this effort and to memorialize such in a
Memorandum of Understanding (MOU); and
WHEREAS, the guiding principles as specified in the MOU will address the selection,
work with, and funding of consultants to conduct the Study; and
WHEREAS, the contents of this MOU have been developed by staff of the two agencies
to reflect the anticipated requirements of effective collaborative work together and with the
selected consultants in their completion of the Study;
WHEREAS, this MOU has been presented to the Board of Directors of each agency for
approval and each Board of Directors has authorized the execution of the MOU by an authorized
representative(s) of each agency;
{00074954;1)
Page 1 of 5
February 1, 2024 Regular Board Meeting Agenda Packet - Page 39 of 130
Page 4 of 47
NOW, THEREFORE, the parties hereby enter into this Memorandum of Understanding, as
follows:
1. TERM
This MOU shall become effective upon execution by both Parties. This MOU will terminate on
December 31, 2027, unless extended through mutual written agreement by both Parties.
2. PURPOSE
The purpose of this MOU is to define the roles and responsibilities of each Party related to the
selection and work with one or more consultants to be retained for the development of a Merger
Feasibility Evaluation, including addressing issues such as those summarized below:
a) Conduct a financial analysis for the Merger Feasibility Evaluation that outlines specific
quantified benefits to each agency's customers.
b) Identify cost related issues, including incremental expenditures needed, costs to be
avoided, and any potential liabilities to be accounted for and addressed.
c) Identify issues of concern to employees such as differences in labor agreements,
compensation and benefit programs including Other Post Employment Benefits (OPEB).
d) Address staffing related issues and integration plans to address them.
e) Develop a reasonable timeline and potential schedule with milestones for the potential
merger if the merger is determined to be feasible.
f) Identify technical, operational and engineering issues necessary to be investigated and
resolved before a merger.
g) Identify and address other integration issues.
h) Identify potential rate structures that account for necessary merger expenses, including but
not limited to a single rate, consolidated rate, or alternative zonal rates.
i) Identify solutions to environmental and regulatory issues including but not limited to
additional treatment that will be required to get water to the regulatory required level for
discharge to the MVSD wetland.
j) Specify the costs to modify existing and/or build new infrastructure at and/or
between MVSD's treatment plant and the Central San treatment plant.
k) Such additional issues as the consultant(s) may identify in the course of the Study.
3. WORK TO BE PERFORMED
The Study will be completed through the retention of consultants. The effort of the consultant will
be supported by in -kind services and cooperative input from the Parties. Within 60 days following
the effective date of this MOU, the Parties will hold a kick-off meeting to begin work towards
developing and jointly agree on a work plan to outline the specific tasks to be completed (Work
Plan) and a schedule for execution of the Work Plan.
(00074954;1) Page 2 of 5
February 1, 2024 Regular Board Meeting Agenda Packet - Page 40 of 130
Page 5 of 47
4. RESPONSIBILITIES OF THE PARTIES
Central San shall fund the Study.
The Work Plan shall address:
a) Development of the scope of work for the Merger Feasibility Evaluation
b) Outline the process for the solicitation and selection of the consultant(s).
c) If additional work or follow-up evaluation issues are required, an additional Work Plan
and its funding will be further addressed based on agreement with the Parties.
General responsibilities of both Parties are as follows:
a) In preparation for working with Consultant(s):
1. Work cooperatively, including committing staff time, to develop the scope of work,
terms and conditions, and associated solicitation documents for consultants.
2. Agree to a schedule for the retention of consultants, including a decision on whether a
selection process could start in advance of the final municipal services review (MSR)
report so that work could start expediently when that report is available.
3. Jointly provide input on any solicitation documents such as request for proposals
(RFP) or requests for information (RFI) that may be issued to solicit the interest of
qualified consultants.
4. Jointly agree on the Study scope and approach to be specified in the solicitation
documents.
a. The solicitation document may specify the use of "task orders" to allow for
selection of the consultant(s) prior to the availability of a final MSR report
with specific requirements.
b. The work may be structured in phases to facilitate results that are cost-
effective, timely, and sufficiently conclusive to inform decision making.
5. Provide joint agreement on the selection of one or more consultants in the conduct of
the Study.
b) Working with Consultant(s)
1. Agree on the final Study schedule, scope, key milestones and approach to be executed
by the selected Consultant(s), and any task orders to be executed.
2. Support equal sharing of information with both sides by the Consultant(s).
3. Share information with the consultant and at the saine time, the other sanitary agency,
related to:
a. Relevant cost, organizational, administrative, engineering, permitting,
regulatory, and operational information regarding its own organization and
facilities for the benefit of the evaluation.
{00074954;1 }
Page 3 of 5
February 1, 2024 Regular Board Meeting Agenda Packet - Page 41 of 130
Page 6 of 47
4. Provide access to facilities and operational data that may be needed for conducting the
Study (such as conveyance/distribution facilities, treatment plants, etc.). If needed,
reasonably commit staff time to conduct necessary analysis of its own facilities,
permits, operational data, procedures or requirements, or any other data needed for
consideration, and share the information with the other Party. Commitment of staff time
and access to facilities will be consistent with the safe operations of each parties'
facilities, and will follow the facility owner's security and standard safety and
notification requirements.
5. Upon reasonable advance written notice, make available for inspection to the other
Party all records, books, and other documents directly relating to the Study and
information required for conducting the Study.
6. Provide appropriate level of oversight and review of any work products generated as
part of the Study.
7. Coordinate and agree with the other Party on all media outreach, media responses, and
messaging, prior to any media outreach.
8. Coordinate with the other Party on all Federal, State, or other funding efforts related to
the development of the Study.
9. The Parties, and any consultants retained for the Study, shall maintain the
confidentiality of, and will not disclose, display, provide, or make available, any
documents shared which contain confidential facility or personnel data to any person
other than the other Party, unless written permission is granted by the sharing Party.
Confidential documents shall be returned to the sharing Party at the request of the
sharing Party. Confidential data shall be identified as such at the time shared.
10. Each Party, upon being given notice, will send appropriate representatives to attend
relevant board or public meetings of the other party related to the Study.
5. ADDITIONAL PROVISIONS
This MOU shall be amended only by a writing signed by both Parties and may be tenninated by
either Party at any time, with or without cause, upon provision of written notice to the other Party.
This MOU is not intended to benefit any party except the signatories hereto and shall not be
deemed to give any right or remedy to any such party whether referred to herein or not.
This MOU does not create or constitute a joint powers agency or authority nor a partnership or
joint venture between the Parties, nor does it render either Party the agent of the other Party.
Neither Party shall become liable by any representation, act or omission of the other Party contrary
to the provisions hereof.
The Parties repudiate the liability allocations described in Government Code sections 895.2 and
895.6 and agree pursuant to Government Code section 895.4 that each Party shall indemnify and
hold harmless the other Party and its agents, officers, employees, and contractors from and against
{00074954;1) Page 4 of 5
February 1, 2024 Regular Board Meeting Agenda Packet - Page 42 of 130
Page 7 of 47
any and all claims, damages, losses, judgments, liabilities, expenses, and other costs, including
litigation costs and attorney fees, arising out of or resulting from any negligent or wrongful act or
omission of the first Party in the performance of this Agreement. Each Party shall be entitled to
receive indemnity or contribution from the other Party in proportion to such other Party's
responsibility for any such claim, damage, loss, judgment, liability, expense or other cost, as
detennined under principles of comparative negligence.
This MOU may be executed using digital or electronic signatures and/or may be executed in
counterparts, each of which shall constitute an original and all of which together shall constitute
one and the same agreement.
6. NOTICES
Any notice, demand, or request made in connection with this MOU must be in writing and will be
deemed properly served if delivered in person or sent by United States snail, postage prepaid, to
the addresses specified below:
Central San: Roger S. Bailey
General Manager
Central Contra Costa Sanitary District
5019 Imhoff Place
Martinez, CA 94553
MVSD: Lilia Corona
General Manager
Mt. View Sanitary District
3800 Arthur Rd.
Martinez, CA 94553
Representative of the Mt. View Sanitary District:
Signature
Title
Representative of the Central Contra Costa Sanitary District:
Signature
Pr ej.
Title
Date
(00074954;11
Page 5 of 5
February 1, 2024 Regular Board Meeting Agenda Packet - Page 43 of 130
Page 8 of 47
ATTACHMENT 2
RESOLUTION NO. 2024-003
A RESOLUTION OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT
AUTHORIZING THE AMENDMENT OF A MEMORANDUM OF UNDERSTANDING
(MOU) FOR DEVELOPMENT OF A STUDY RELATED TO THE INVESTIGATION OF A
POTENTIAL MERGER OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT
AND MT. VIEW SANITARY DISTRICT
WHEREAS, the Central Contra Costa Sanitary District ("Central San") and Mt. View
Sanitary District ("MVSD") are sanitary districts duly organized and existing under and
by virtue of the laws of the State of California; and
WHEREAS, the Local Agency Formation Commission (LAFCO) of Contra Costa County
is conducting a municipal services review, a draft of which recommends that a study be
conducted to investigate the issues related to a potential merger of MVSD with Central
San;
WHEREAS, a Memorandum of Understanding related to the conduct of a such a study
was developed and presented to the Board of Directors and was approved through
Resolution Number 2023-038 (Exhibit B) and
WHEREAS, based on subsequent discussions between the MOU participants regarding
the release of a Request for Proposals to retain consultants to conduct a study, it has
been a determined that an amendment to the Memorandum of Understanding will best
facilitate the interests of the parties in ensuring joint input and consent related to the
study; and
WHEREAS, the Board of Directors desires to authorize the execution of the amendment
to Section 4 to MOU (Exhibit A) and with the remainder of the MOU to remain in effect
and unchanged.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra
Costa Sanitary District (Central San) that:
Section 1. Recitals. The foregoing recitals are true and correct, and this Board of
Directors so finds and determines.
Section 2. Memorandum of Understanding. The amendment to the MOU presented
in this meeting is hereby approved. The President of the Board of
Directors is hereby authorized and directed on behalf of Central San to
execute and deliver the amendment to the MOU.
Section 3. Further Authorization; Ratification of Actions. The President of the Board
of Directors, or a designee thereof (Authorized Representative), is
authorized and directed to execute and deliver any documents and
February 1, 2024 Regular Board Meeting Agenda Packet - Page 44 of 130
Page 9 of 47
Central Contra Costa Sanitary District
Resolution No. 2024-003
Page 2 of 2
agreements which the President or such Authorized Representative may
deem necessary to carry out and comply with the terms and intent of this
Resolution. The Secretary of the District is hereby authorized to attest to
any signature of the President or Authorized Representative on any of the
documents and agreements authorized by this Resolution.
Section 4. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 1 St day of February 2024 by the Board of Directors of
Central San by the following vote:
AYES:
Members:
NOES:
Members:
ABSENT:
Members:
Mariah N. Lauritzen
President of the Board of Directors
Central Contra Costa Sanitary District
County of Contra Costa, State of California
COUNTERSIGNED:
Katie Young, CPMC, CIVIC
Secretary of the District
Central Contra Costa Sanitary District
County of Contra Costa, State of California
Approved as to form:
J. Leah Castella, Esq.
Counsel for the District
February 1, 2024 Regular Board Meeting Agenda Packet - Page 45 of 130
Page 10 of 47
EXHIBIT A
FIRST AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING (MOU)
BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND
MT. VIEW SANITARY DISTRICT FOR A FEASIBILITY EVALUATION OF A
POTENTIAL MERGER
This First Amendment to the Memorandum of Understanding Between Central
Contra Costa Sanitary District and Mt. View Sanitary District for a Feasibility
Evaluation of a Potential Merger, dated October 5, 2024, is entered into by and
between the Central Contra Costa Sanitary District and Mt. View Sanitary
District.
WHEREAS, the parties have met and conferred over changes to Section 4 —
Responsibility of the Parties contained in the MOU;
NOW THEREFORE, the parties hereto agree to add a new subsection (a)(6) to
Section 4 — Responsibilities of the Parties of the MOU as follows:
6. In recognition of the joint selection process noted above, Central San shall
not award a contract, renegotiate price, or materially amend terms of any
contract with any prospective consultant(s) without MVSD's prior written
consent.
All other sections or provisions of the MOU not modified herein shall remain in full force
and effect.
The Parties hereto have caused their duly -authorized representatives to execute this
Memorandum of Understanding effective )2024.
Representative of the Mt. View Sanitary District:
Signature
Title
Representative of the Central Contra Costa Sanitary District:
Signature
Title
Date
Date
February 1, 2024 Regular Board Meeting Agenda Packet - Page 46 of 130
Page 11 of 47
Exhibit B
RESOLUTION NO. 2023-038
A RESOLUTION OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT
AUTHORIZING THE EXECUTION OF A MEMORANDUM OF UNDERSTANDING
(MOU) FOR DEVELOPMENT OF A STUDY RELATED TO THE INVESTIGATION OF A
POTENTIAL MERGER OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT
AND MT. VIEW SANITARY DISTRICT
WHEREAS, the Central Contra Costa Sanitary District ("Central San") and Mt. View
Sanitary District ("MVSD") are sanitary districts duly organized and existing under and
by virtue of the laws of the State of California; and
WHEREAS, the Local Agency Formation Commission (LAFCO) of Contra Costa County
is conducting a municipal services review, a draft of which recommends that a study be
conducted to investigate the issues related to a potential merger of MVSD with Central
San;
WHEREAS, the study will investigate the benefits, costs, issues, and barriers related to
a potential merger of the agencies;
WHEREAS, in order to expedite the preparation of such a study Central San and MVSD
desire to begin the preparations for the retention of one or more consultants to perform
the study; and
WHEREAS, the initiation and development of the study will require the cooperation and
significant involvement of the staffs of each agency; and
WHEREAS, in order to ensure the cooperation and overall success of this effort, the
parties wish to develop guiding principles to steer.this effort and to memorialize such in
a Memorandum of Understanding (MOU); and
WHEREAS, the guiding principles as specified in the MOU will address the selection,
work with, and funding of consultants to conduct the study; and
WHEREAS, a proposed MOU has been presented to the Board of Directors; and
WHEREAS, the Board of Directors desires to authorize the execution of the MOU;and
further authorizes the taking of such other actions as may be necessary and proper in
connection with undertaking the study referenced above;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra
Costa Sanitary District (Central San) that:
Section 1. Recitals. The foregoing recitals are true and correct, and this Board of
Directors so finds and determines.
February 1, 2024 Regular Board Meeting Agenda Packet - Page 47 of 130
Page 12 of 47
Central Contra Costa Sanitary District
Resolution No. 2023-038
Page 2 of 2
Section 2. Memorandum of Understanding. The MOU presented in this meeting is
hereby approved. The President of the Board of Directors is hereby
authorized and directed on behalf of Central San to enter into, execute
and deliver the MOU.
Section 3. Further Authorization; Ratification of Actions. The President of the Board
of Directors, or a designee thereof (Authorized Representative), is
authorized and directed to execute and deliver any documents and
agreements which the President or such Authorized Representative may
deem necessary to carry out and comply with the terms and intent of this
Resolution. The Secretary of the District is hereby authorized to attest to
any signature of the President or Authorized Representative on any of the
documents and agreements authorized by this Resolution.
Section 4. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 5th day of October 2023 by the Board of Directors of
Central San by the following vote:
AYES:
NOES:
ABSENT
COUNTERS
Members:
Lauritzen, McGill, Pilecki, Wedington and Hockett
Members:
None
Members:
None
Barbara D. Hockett
President of the Board of Directors
Central Contra Costa Sanitary District
County of Contra Costa, State of California
Katie Youi-(a ;PMQ'C
Secretary of the Dis
Central Contra Costa Sanitary District
County of Contra Costa, Stay of California
f'
Approved as to form: J. &--ah Castella, Esq.
Counsel for the District
February 1, 2024 Regular Board Meeting Agenda Packet - Page 48 of 130
Page 13 of 47
ATTACHMENT 3
CENTRALSAN. ORG
Central Contra Costa Sanitary District
5019 Imhoff Place, Martinez, California 94553
MVSD
Mt. View Sanitary District
3800 Arthur Road, Martinez CA 94553
REQUEST FOR PROPOSALS (RFP)
FOR
MERGER FEASIBILITY STUDY FOR
CENTRAL SAN AND
MT VIEW SANITARY DISTRICT
RFP #xx-xx-xx
RFP release date:
February 15, 2024
Deadline for questions:
March 15, 2024, at 2:00 pm
Proposals Due Date:
April 5, 2024 2:00 pm
Proposals Due Time:
Electronic submittals only. Submit via
Periscope S2G —
Proposals Due Location:
www.periscopeholdings.com/s2g
Contact Name:
Jennifer Woodhall, Contracts &
Procurement Specialist II
Finance Division
4863-8038-2107 v1
Page 1 of 35
February 1, 2024 Regular Board Meeting Agenda Packet - Page 49 of 130
Page 14 of 47
TABLE OF CONTENTS
SECTION
Page
1.0
INTRODUCTION
4
2.0
TENTATIVE PROJECT SCHEDULE
8
3.0
SCOPE OF SERVICES
9
4.0
ASSURANCE OF DESIGNATED PROJECT TEAM
10
5.0
PROPOSAL FORMAT REQUIREMENTS
10
6.0
EVALUATION CRITERIA
12
7.0
SELECTION PROCESS
13
8.0
GENERAL TERMS AND CONDITIONS
14
9
ATTACHMENTS
19
ATTACHMENT A- PROPOSER'S CERTIFICATE
A
ATTACHMENT B- NON -COLLUSION DECLARATION
B
ATTACHMENT C — SAMPLE PROFESSIONAL SERVICES
C
AGREEEMENT
4863-8038-2107 vl
Page 2
February 1, 2024 Regular Board Meeting Agenda Packet - Page 50 of 130
Page 15 of 47
1.0 INTRODUCTION
Central Contra Costa Sanitary District (hereinafter "Central San")and the Mt. View Sanitary District (MVSD)
soliciting proposals from qualifying firms to investigate the feasibility of a potential merger of the two agencies.
A pending report from the Contra Costa County Local Agency Formation Commission (LAFCO) is recommending
that a study of this nature be conducted and completed by January 1, 2027. Through this RFP, Central San and Mt.
View Sanitary District are soliciting potential consultant(s) to conduct such a study and to investigate and advise on
the feasibility such a merger would entail. The study is to investigate all benefits, costs, issues, challenges, and
barriers related to a potential merger for both agency's interests. Central San and MVSD have worked jointly in the
development of this RFP in order to solicit the interest of one or more consultants to perform this study and provide
recommendations. The two agencies are also committed to providing necessary information and support to
successfully facilitate the completion of the study. A memorandum of understanding has been approved by the
respective Board of Directors of each agency to indicate support for the development of the study. This RFP has
been developed with input from both Central San and MVSD. Final selection of the successful respondent will be
made by the Central San Board of Directors after Central San receives consent from MVSD pursuant to Section
4(a)(6) of the First Amendment to the Memorandum of Understanding Between Central Contra Costa Sanitary
District and Mt. View Sanitary District For a Feasibility Evaluation of a Potential Merger ("MOU") This study is
expected to commence in the spring of 2024, and be completed during 2025-2026, at a date to be mutually agreed
upon during the process.
This will be a competitive negotiation process. Qualified engineering firms with appropriate subconsultants as
appropriate (hereinafter "Consultant(s)" or "Proposer(s)"), that meet the requirements set forth in this Request for
Proposals (hereinafter "RFP") and can provide the services requested are encouraged to participate.
This RFP specifies all required qualifications of the Consultant(s), required study scope, the method of compensation,
submission instructions, and contract award provisions. All qualified consultants, including teams of experts, are
invited to submit a proposal.
General Background -Central San
Central San, a public sanitary district established in 1946 under the California Health and Safety Code, is located
about 30 miles east of San Francisco and is governed by a five -member Board of Directors, elected by district from
five separate electoral districts within its boundaries. Central San affairs are managed by the General Manager, in
accordance with policies established by the Board of Directors. Central San builds, operates and maintains the
facilities required to collect and process wastewater for approximately 353,000 residents of Danville, Lafayette,
Martinez, Moraga, Orinda, Pleasant Hill, San Ramon, Walnut Creek, and the unincorporated communities within
Central Contra Costa County. Central San also treats wastewater for approximately 135,000 residents of the Cities of
Concord and Clayton under a contract with the City of Concord. Central San operates and maintains over 1,500 miles
of collection system pipelines, 19 pumping stations, a 53.8 million gallons per day (mgd) (permitted capacity)
wastewater treatment plant, a 3.8 mgd (permitted capacity) recycled water treatment facility, and 13 miles of recycled
water distribution system piping. Central San also operates a household hazardous waste collection center at its
Martinez, California headquarters.
Central San is the sole provider of wastewater collection and treatment service within Central San limits, which is
primarily financed through the collection of customer service fees referred to as "sewer service charges". Central San
also provides an alternative source of water for irrigation by producing high quality recycled water. Currently
Central San services over 50 recycled water customers.
In addition to its wastewater responsibility, Central San has also partnered with Mt.View Sanitary District to build
and operate the first permanent Household Hazardous Waste (HHW) Collection Facility in Contra Costa County.
The HHW Collection Facility is located adjacent to Central San's wastewater treatment plant and seeks to keep
pollutants out of our effluent making this facility an important part of our Pollution Prevention Program.
Financial Information -Central San
4863-8038-2107 vl Page 3
February 1, 2024 Regular Board Meeting Agenda Packet - Page 51 of 130
Page 16 of 47
Central San's total operating budget for the fiscal year ending June 30, 2023 (FY 2023-24) is approximately $91.0
million. Central San's total budget, including the capital improvement, self-insurance, and debt service budget was
approximately $174 million. Sewer service charges represent approximately 68% of total budgeted revenues and are
split between the operations and capital needs pursuant to Board direction through the adoption of the annual budget.
Central San also a share of ad valorem secured property taxes (14% of total budgeted revenues), used entirely for
debt service or capital purposes. Both customer sewer service charges and ad valorem secured property taxes are
levied on the tax roll each year by the Contra Costa Auditor -Controller's Office.
In 1974, Central San and the City of Concord entered into a cost -sharing agreement under which Central San became
responsible for providing sewage treatment facilities and services to the city. Under this agreement, the City of
Concord pays a service charge for its share of operating, maintenance and administrative costs and makes a capital
contribution towards its share of facilities capital costs expended.
Staffing -Central San
Central San has 298 budgeted regular full-time employees organized into three departments (Administration,
Operations, and Engineering) led by two Deputy General Managers responsible for their budgets and expenses.
Central San has an internal team that would facilitate the development of the study through provision of information
and answering relevant questions of the consultant.
General Background- Mt. View Sanitary District
MVSD is an independent district, formed in 1923 pursuant to the Sanitary District Act of 1923 (Health & Safety
Code §6400 et seq.). MVSD serves an estimated population of 22,000 residents consisting of 8,930 residential and
281 commercial, industrial and institutional sewer connections. The District's service area is approximately 4.7
square miles. The District's sphere of influence (SOI) encompasses an additional 1.6 square miles and primarily
includes an area of 1.46 square miles of industrially zoned land to the north of the District's boundary as well as an
island within the center of the District of 0.14 square miles that is in agricultural use. The SOI area to the north of the
District is designated as heavy industrial to the west of I-680 and open space and parks and recreation to the east of I-
680.
The District's wastewater collection system is located in the rolling hills in and surrounding Martinez and serves
three zones or watersheds. The collection system includes four pumping stations and 73 miles of sewer pipelines
ranging in diameter from 6 to 24 inches.
MVSD provides wastewater collection, treatment, and disposal services for the northeasterly portion of
the City of Martinez and adjacent unincorporated lands to the northeast. The plant receives
approximately 1.0 million gallons per day during dry weather.
The District collaborates with the Central Contra Costa Sanitary District (CCCSD) to provide a permanent
Household Hazardous Waste Collection facility and disposal services for the central portion of the county. MVSD
has a franchise agreement with Republic Services to provide trash collection, recycling, and disposal services within
the unincorporated area of MVSD's boundaries. The effluent is comprised of approximately 90% residential and 10%
small business waste.
Financial Information -Mt. View Sanitary District
MVSD's Fiscal Year 2023-2024 Annual Budget appropriates funds for anticipated expenditures of $9.5
million for all District funds with total revenue projections of $10.4 million with Fiscal Year-end June 30,
2024.
The FY23-24 O&M budget projects revenues of $10.2 million and expenditures of $7.6 million. Sewer
service charges represent approximately 89% of total budgeted revenues and are split between the
operations and facility rehabilitation needs pursuant to Board direction through the adoption of the annual
budget.
4863-8038-2107 vl Page 4
February 1, 2024 Regular Board Meeting Agenda Packet - Page 52 of 130
Page 17 of 47
The FY23-24 Facilities Rehabilitation Fund budget projects marginal revenue with planned expenditures
of $357k. MVSD also receives ad valorem secured property taxes (5% of total budgeted revenues), used
entirely for facilities rehabilitation purposes. Ad Valorem Tax revenues are projected to come in at
$459k and will be transferred from the O&M Fund (3409 Fund). Both customer sewer service charges
and ad valorem secured property taxes are levied on the tax roll each year by the Contra Costa Auditor -
Controller's Office.
The Capital Outlay Fund is intended to fund infrastructure needs for the District and to fund existing and
future capacity needs within the District's collection, treatment and disposal systems. The District's
FY23-24 Capital Outlay Fund budget projects revenues of $179k with proposed budget expenditures of
approximately $1.2 million in capital improvements. The District anticipates the transfer of $1.3 million
from Sewer Service Charge revenue which is necessary to fund the planned capital projects.
Staffing / Operations -Mt. View Sanitary District
MVSD has 19 budgeted regular full-time employees organized into four departments (Administration,
Operations, Environmental Services, and Engineering) led by the General Manager and Deputy General
Manager.
2.0 GENERAL INSTRUCTIONS
Proposal Documents
As the contracting agency, Central San's staff will manage the administration of this RFP. Central San uses Periscope
S2G (www.periscopeholdings.com/s2g) to administer the competitive solicitation process, including but not limited to
soliciting proposals, issuing addenda, posting results and issuing notification of an intended decision. There is no
charge to register and download the solicitation from Periscope S2G. Proposers are strongly encouraged to read the
various vendor guides and tutorials available in Periscope S2G in advance of their intention of submitting a proposal
to ensure familiarity with the use of Periscope S2G. Central San shall not be responsible for a Proposer's inability to
submit a Proposal by the end date and time for any reason, including issues arising from the use of Periscope S2G.
If this solicitation is obtained through any means other than Periscope S2G, Central San will not be responsible for the
completeness, accuracy, or timeliness of the final solicitation document. Proposers can also find a link at Central San's
website at https://www.centralsan.org/post/current-bid-opportunities. At either website, follow the links to register for
this online service. You may register for free either online or by calling Periscope S2G Vendor Support at 1-800-990-
9339 and telling the support representative that you are registering for Central San solicitations.
It is the sole responsibility of the Proposer to ensure that their proposal is submitted electronically no later than the
time and date specified in this solicitation. PAPER BID SUBMITTALS WILL NOT BE ACCEPTED. BIDS MUST
BE SUBMITTED ELECTRONICALLY VIA WWW.PERISCOPEHOLDINGS.COM/S2G.
Questions and Inquiries
All questions, clarifications or comments may be submitted through the Periscope S2G system no later than the date
and time specified on the cover page of this RFP. All answers and responses will be made through the Periscope S2G
system.
Addenda
Subject to MVSD's prior written authorization, Central San may make changes to the requirements of this RFP. Any
changes to the requirements will be made electronically through Periscope S2G. It is each Consultant's responsibility
to inform itself of any addenda prior to its submission of a proposal. Any addenda issued pertaining to this RFP shall
be incorporated into the terms and conditions of any resulting contract. All addenda will be issued electronically
through Periscope S2G.
Point of Contact
4863-8038-2107 vl Page 5
February 1, 2024 Regular Board Meeting Agenda Packet - Page 53 of 130
Page 18 of 47
Jennifer Woodhall, Contracts & Procurement Specialist II
Central Contra Costa Sanitary District
5019 Imhoff Place
Martinez, CA 94553
j woodhall(¢ralsan.org
All communications between respondents and other agency staff members of either Central San or MVSD concerning
this RFP are strictly prohibited. Failure to comply with these requirements may result in proposal
disqualification.
Disclosure of Offeror Information
The proposals and related materials received shall become the property of Central San and MVSD and are subject to
public inspection and disclosure under the California Public Records Act. All proprietary and other information
received from the Offeror, whether received in connection with Offeror's proposal or in connection with any services
performed under the contract may be disclosed upon a receipt of request for disclosure, pursuant to the California
Public Records Act; provided, however, that, any information set apart and clearly and reasonably marked by the
Offeror as "Trade Secrets", "Confidential", or "Proprietary", as defined in California Government Code, Section
6254.7, shall only be disclosed to the public if such disclosure is required or permitted under the California Public
Records Act or otherwise by law. Central San and MVSD will not be liable for inadvertent disclosure of such
materials, data and information.
Marking the entire proposal as "Trade Secrets", "Confidential" or "Proprietary" will neither be accepted nor
honored and will not deny public disclosure of all or any portion of submittals so marked. Failure by Offeror to
label materials as "Trade Secrets", "Confidential", or "Proprietary" shall be deemed a waiver by the Offeror of any
claim against Central San or MVSD for release of said materials.
By submitting information with portions marked "Trade Secrets", "Confidential" or "Proprietary", the Offeror
represents it has a good faith belief that such material is exempt from disclosure under the California Public Records
Act and agrees to reimburse Central San and MVSD for, and to indemnify, defend and hold harmless Central San and
MVSD, its officers, fiduciaries, employees and agents from and against: (a) any and all claims, damages, losses,
liabilities, suits, judgments, fines, penalties, costs and expenses including, without limitation, attorneys' fees, expenses
and court costs of any nature whatsoever (collectively, "Claims") arising from or relating to non -disclosure of any
such designated portions of a proposal if disclosure is deemed required by law or court order.
Central San and MVSD reserve the unrestricted right in their sole discretion, to copy and disseminate the Offeror
proposals for internal review and for review by external advisors.
No Reimbursement for RFP Expenses
Neither Central San nor MVSD assume any liability or responsibility for costs, fees or expenses incurred by firms in
connection with responding to this RFP, or for requests for interviews, additional data, or other information with
respect to the selection process, prior to the issuance of an agreement, contract, or purchase order.
3.0 TENTATIVE SCHEDULE
The following represents the tentative schedule for this RFP. Any change in the scheduled dates for the
Deadline for Final Questions, or Proposal Submission Deadline will be advertised in the form of an
addendum to this RFP. The schedule for the evaluation process and other future dates may be adjusted
without notice.
UPDATED BASED
ON TIMING FOR
4863-8038-2107 vl Page 6
February 1, 2024 Regular Board Meeting Agenda Packet - Page 54 of 130
Page 19 of 47
RFP Released .....................................
Required Pre -Proposal Meeting (videoconference)
Facility Tours (of MVSD and Central San) if desired by
respondents
Deadline for Final Questions .........................................
Responses to Written
Questions ...................................
Proposal Submission
Deadline....................................
Consultant Interviews (For
finalists) ..................................
Contract Negotiations ...............................................
Contract Approval by Boards of
Directors ..........................
Commencement of Work ........................................
4.0 SCOPE OF SERVICES
MOU REVISION
1/18/2024 2/11/2024
2/l/2024 2/26/2024
2/4/2024 — 2/9/2024 3/4/2024-3/8/2024
2/16/2024 3/15/2024
2/23/2024 3/22/2024
3/4/2024 1 4/5/2024
Week of April 1 st
Week of April
29"'
Week of April 22t'
Week of May 20'
June 2024 (estimate)
June 18 h
Committee/ July
1 I' Board
(estimate)
July 2024 (estimate)
August 2024
a) Conduct a financial analysis for the Merger Feasibility Evaluation that outlines specific quantified benefits to
each agency's customers. Including review and comparison of the assets (including infrastructure) and
liabilities and associated practices.
b) Identify cost -related issues, including incremental expenditures needed, costs to be avoided, and any potential
liabilities to be accounted for and addressed.
c) Identify issues of concern to employees such as differences in labor agreements, compensation, shifts,
schedules, and benefit programs including Other Post Employment Benefits (OPEB). Provide
recommendations as to how any differences should be resolved in a transition.
d) Address staffing related issues including job duties, certification requirements and integration plans to address
them.
e) Develop a reasonable timeline and potential schedule with milestones for the potential merger if the merger is
determined to be feasible.
f) Identify technical, operational and engineering issues necessary to be investigated and resolved before a
merger.
g) Identify and address other integration issues.
h) Identify potential rate structures that account for necessary merger expenses, including but not limited to a
single rate, consolidated rate, or alternative zonal rates.
i) Identify solutions to environmental and regulatory issues including but not limited to additional treatment that
will be required to obtain water to maintain the regulatory required level for discharge to the MVSD wetland.
This may include work on obtaining Regional Board approval/opinion for proposed management of Moorhen
Marsh.
j) Specify the costs to modify existing and/or build new infrastructure at and/or between MVSD's treatment plant
and the Central San treatment plant.
4863-8038-2107 vl
Page 7
February 1, 2024 Regular Board Meeting Agenda Packet - Page 55 of 130
Page 20 of 47
k) Identify additional issues and potential impediments as the consultant(s) may identify in the course of the
Study.
Please describe your ability to address the matters referenced above including past relevant experience. If
a matter cannot be addressed by your firm, please provide an alternative approach (such as the use of a
subconsultant).
3.1 Multiyear Agreements - The contract is expected to span from date of award (summer 2024) for up to a three-
year period, in order to facilitate the initial study (which could be completed during 2025/2026), and any necessary
follow-up work that may be needed. The Consultant receiving the contract award for the will retain that contract
award throughout the life of the contract.
The initial contract will be awarded based on the prices determined through the initial contract negotiation process.
Sixty days prior to the expiration date of the current contract, Central San is willing to re -negotiate out -year pricing
(increases and/or decreases) based on market fluctuations. Any requests made by the Consultant(s) for a price
increase must be fully documented utilizing an appropriate Consumer or Producer Price Index or other relevant
market data to justify a price change. In its request for price increases Consultant(s) shall cite sources, specific
conditions, and document how those conditions affect the cost. Central San is also willing to re -negotiate pricing if
it is affected by catastrophic circumstances (example: unforeseen national/world crisis or acts of God).
Price adjustments will not be automatic. They must be mutually agreed upon by Central Sanand the Consultant.
Central San will review the proposed pricing and determine if it is allowable, fair, reasonable, and in the best
interest of both Central San and MVSD to extend the agreement.
4.0 ASSURANCE OF DESIGNATED PROJECT TEAM
Proposer shall endeavor to ensure that the designated project team, including sub -consultants or sub -contractors (if
any), are used for this project. Departure or reassignment of, or substitution for, any member of the designated
project team, sub-consultant(s) or sub-contractor(s) shall not be made without the prior written approval of
Central San which will not be unreasonably withheld.
5.0 PROPOSAL FORMAT REQUIREMENTS
Each response to this RFP shall include the information described in this section. Provide the information in the
specified order. Failure to include all of the information specified may be cause for rejection. Additional information
may be provided but should be succinct and relevant to the goals of this RFP. Any additional general information that
a proposing Consultant(s) wishes to include that is not specifically requested should be included in an appendix to the
proposal.
Consultants are encouraged to keep the proposals brief and to the point, but sufficiently detailed to allow evaluation
of the project approach. Unauthorized conditions, omissions, limitations, or provisions attached to a proposal may
render the proposal non -responsive and may cause its rejection.
Proposers are warned against making erasures or alterations of any kind, without initialing each change. Proposals
that contain erasures or irregularities of any kind, without such initialing, or omissions, may be rejected.
5.1 Cover Letter with the following information
• Title and number of this RFP
• Legal Name and Mailing Address of Consultant (include physical location if mailing address is a PO Box)
• Contact Person, Telephone Number, Fax Number, and Email Address for all RFP questions
• A statement that the submitting Consultant will perform the services and adhere to the requirements
described in this RFP, including any addenda (reference the addenda by date and/or number).
• The letter should be signed by an individual legally authorized to bind the Consultant.
4863-8038-2107 vl Page 8
February 1, 2024 Regular Board Meeting Agenda Packet - Page 56 of 130
Page 21 of 47
5.2 Signature Requirements. The attached Proposer's Certification (Attachment B) shall be executed by an
official(s) legally authorized to bind the Consultant which states that the proposal is valid for ninety (90) days.
Note: This is ninety (90) days following the closing date for the submission of proposals.
• Proposals submitted on behalf of a Partnership shall be signed in the firm name by a partner or the
Attorney -in -Fact. If signed by the Attorney -in -Fact, there shall be attached to the proposal a Power -of -
Attorney evidencing authority to sign proposals, dated the same date as the proposal and executed by all
partners of the firm.
• Proposals which are submitted on behalf of a Corporation shall have the correct corporate name thereon
and the actual signature of the authorized officer of the corporation written (not typed) below the corporate
name. The title of the office held by the person signing for the corporation shall appear below the signature
of the officer.
5.3 TAB A: Firm's Qualifications —Describe your firm and provide a statement of your firm's qualifications for
performing the requested services. Identify the services which would be completed by your firm's staff and
those that would be provided by sub -consultants or sub -contractors, if any. Identify any sub -consultants or
sub- contractors you propose to utilize to supplement your firm's staff. Include the firm's organizational chart,
including its constituent parts, and size variation of staffing levels in the past five (5) years.
5.4 TAB B: Experience and References — Provide a summary of your firm's experience in providing these or
similar services. Provide a minimum of three (3) references for projects or services similar in nature and scope
that your firm's team members have completed in the last five (5) years. Include brief descriptions of the
projects, dates, client names and contact persons' names, addresses, email, and telephone numbers. Public
sector references are preferred.
5.5 TAB C: Qualifications of Team — Provide a summary of the role, qualifications and experience of each
team member and designated project manager/lead assigned to this project, including length of service with
the firm and the qualifications/experience of any sub -consultant or sub -contractor staff on your project
team. A project team organizational diagram and brief resume of each team member and the designated
project manager/lead for each applicable category shall be included. The geographic location of the firm
and key personnel shall also be identified. Any proposed sub -consultants or sub -contractors shall be listed.
Include sub -consultant's and sub -contractor's assigned task(s) and experience. Full resumes may be
included in the appendix. Include relevant experience of the individuals to be assigned to the issuer,
identification of the individual in charge of day-to-day management, and the percentage of time committed
for each individual on the account.
5.6 TAB D: Project Understanding — Based on the available information, supplemental research, field
observations, and experience with similar projects, provide a narrative describing your understanding of the
services requested in this RFP, your general approach and any major challenges to achieving Central San's
and MVSD's stated goals. Include any issues that you believe will require special consideration for this
project. Also identify any unique approaches or strengths that your firm may have related to this project.
Central San and MVSD staff will jointly assess your understanding of all aspects of the project based on the
overview. Central San and MVSD prohibit the consultant from engaging in activities on their respective
behalf that produce a direct or indirect financial gain, other than the agreed- upon compensation, without
the consent of Central San.
5.7 TAB E: Project Plan — Provide a detailed discussion of your firm's approach to the successful
implementation of this project. Include thorough discussions of methodologies you believe are essential to
accomplishing this project. Include a proposed work schedule to accomplish all the required tasks within
the desired timeline. Identify the staff who would be assigned to each task, including sub -consultants and
sub -contractors.
5.8 TAB F: Cost Proposal — This will be a qualifications -based proposal. The Cost Proposal will be a
separate section of the RFP response to be evaluated separately. This section shall include a breakdown by
4863-8038-2107 vl Page 9
February 1, 2024 Regular Board Meeting Agenda Packet - Page 57 of 130
Page 22 of 47
task, job title, and hourly rates. Consultants are requested to provide an estimated level of effort anticipated
for the work scope proposed. Provide a total cost proposal for all products and services to be delivered, and
a breakdown of costs delineated by tasks as described in your project plan. Include a schedule of hourly
rates for all proposed staff and the estimated amount of time each person will be devoted to this project.
Define any reimbursable expenses requested to be paid by and identify which fees will be based on a not -
to -exceed basis.
5.9 TAB G: Required Statements/Documents — Include statements of assurance regarding the following
requirements in the proposal:
• Non -substitution for the designated members of the team without approval by Central San staff
(Section 4.0)
• The absence of a conflict of interest (Section 8.3)
• Indicate your ability and agreement to fulfill the indemnification and insurance requirements contained
in the sample contract (Section 6.3). (Please note that actual certificates of insurance are not required as
part of your submittal.) Amounts and types of insurance carried, including the deductible amount, to
cover errors and omissions, improper judgments, or negligence.
• A statement that nothing contained in the submitted proposal will be proprietary. (Section 8.22)
Submit the following documents with proposal:
• Executed copy of Proposer's Certification (Attachment A)
• Executed copy of Non -collusion Declaration (Attachment B)
5.10 TAB H: Exceptions — Describe any exceptions, alterations or amendments to the Scope of Services or other
requirements of this RFP, including the Sample Contract (Attachment Q. The nature and scope of your
proposed exceptions may negatively affect the evaluation of your submittal and a determination of whether it
is possible to successfully negotiate a contract with your firm.
5.11 TAB I: Competency of Proposers — Central San and MVSD want to ensure that the successful Consultants
has the necessary facilities, ability, experience, and financial resources to provide the services specified
herein in a satisfactory and timely manner. Please list and explain any pending bankruptcies, liens, stop
payment notices, judgments, lawsuits, arbitrations, mediations, foreclosures, and any similar actions filed or
resolved in the past seven (7) years. Please indicate whether a client has ever terminated a contract with your
firm for breach, and if so, please explain. Disclose any pending investigation of the firm or enforcement or
disciplinary actions taken within the past three years by any state or federal regulatory bodies.
6.0 EVALUATION CRITERIA
All proposals submitted will be reviewed by a Central San and MVSD evaluation panel, comprised of staff from
each agency. At the completion of the proposal review, finalists may be asked to provide an in-depth
presentation and product demonstration for the evaluation panel. The panel's goal is to recommend the proposal
which best fulfills requirements and represents the best value to each agency and is subject to approval by each
District's Board. No single factor will determine the final award decision. The Districts will jointly negotiate
with the Consultant to determine final pricing, and contract form.
Overall responsiveness to the Request for Proposals is an important factor in the evaluation process. All
proposals will be evaluated to identify the Consultant(s) deemed fully -qualified and best suited, per factors listed
below (not in priority order):
• Understanding of the scope of work
• Relevant experience with similar consultant engagements
• Professional experience and qualifications of the individuals assigned to the account
• Responsiveness to proposal format and inclusion of all required exhibit/reports
4863-8038-2107 vl Page 10
February 1, 2024 Regular Board Meeting Agenda Packet - Page 58 of 130
Page 23 of 47
• Quality of the proposal
• Quality of references
• Proposed Level of Effort in Number of Hours by sub -work category
7.0 SELECTION PROCESS
7.1 Award of the RFP shall be made to the responsible Consultant whose proposal is determined, through a formal
evaluation panel process, to be the most advantageous to both Central San and MVSD after the evaluation
panel has taken into consideration the evaluation factors outlined in the RFP. Proposals shall be evaluated
according to the criteria stated previously.
7.2 Proposals submitted will be reviewed by a selection committee. Consultants that have submitted the best and
most complete proposals may be invited to an interview. The number of Consultants invited to an interview
may vary depending upon the number of proposals submitted.
7.3 Should Central San and MVSD elect to conduct interviews with any proposing consultants, the following criteria
shall be considered and each proposer ranked by the evaluation panel during the interview process:
A) Quality of presentation
B) Ability to meet the goals of the engagement
C) Communication style.
7.4 Central San reserves the right to make a selection after review of the proposals without oral interviews; therefore,
the proposal should be submitted initially on the most favorable terms that the Consultant might propose.
7.5 A contract will be negotiated with the Consultant considered best meeting Central San and MVSD's need for
this project. In the event a mutually satisfactory contract cannot be negotiated with Central San's first choice,
negotiations may be terminated and commenced with the Consultant considered next best in meeting Central San
and MVSD's needs for this particular project.
7.6 The Consultant shall review the sample professional services agreement (Attachment C) and provide a list of
exceptions to terms and conditions as part of its proposal. The contract may further refine requirements and the
scope of services and will provide for the terms and conditions of engagement.
7.7 The award of any contract is expressly contingent upon approval of the Central San Board of Directors and the
availability of funds of Central San. Central San has limited authority apart from Board authorization to
contract for services.
7.8 Central San and MVSD reserve the right to reject any or all proposals, or to waive minor irregularities in said
proposals, or to negotiate minor deviations with the successful Consultant. In the case of differences between
written words and figures in a proposal, the amount stated in written words shall govern. In the case of a
difference in unit price versus the extended figure, the unit price shall govern.
7.9 The Central San and MVSD reserve the right to seek clarification on any or all proposal submittals to ensure
the RFP specifications are met. Proposals may be rejected from any proposer who does not comply with
Central San and MVSD's request for clarification.
7.10 Once a decision has been made to award the contract, then a formal notice of the intent to award to the
recommended proposer(s) shall be made by Central San.
8.0 GENERAL TERMS & CONDITIONS
8.1 Professional Services Contract. Included within this RFP is a copy of Central San's standard Professional
Services Contract (Attachment C), which the proposer should be prepared to execute. If exceptions are
requested, Proposer should document such in the response to this RFP (as noted below).
4863-8038-2107 vl Page 11
February 1, 2024 Regular Board Meeting Agenda Packet - Page 59 of 130
Page 24 of 47
Each proposer shall thoroughly examine and be familiar with the terms of this RFP, the Professional Services
Agreement (Attachment C), legal and procedural documents, general conditions, specifications, and addenda
(if any), which will constitute the contract documents. Submission of a proposal shall constitute
acknowledgement, upon which Central San and MVSD may rely, that the proposer has thoroughly examined
and is familiar with the contract documents. Failure or neglect of a proposer to receive or examine any of the
contract documents shall in no way relieve the proposer of any obligation with respect to their proposal or to
the contract. No claim for additional compensation will be allowed which is based upon lack of knowledge of
any contract document.
Proposals should identify any exceptions Consultant will seek to standard terms and conditions contained in
Attachment C. Following selection of a Consultant by the evaluation committee, the contract negotiation
process would commence. As a result of this negotiation process, if Central San and the proposer are unable to
compromise on contract terms and conditions, the proposal maybe rejected.
8.2 Independent Contractor. At all times the Consultant shall represent itself to be an independent contractor
offering such services to the general public and shall not represent itself, or its employees, to be an employee of
Central San or MVSD. Therefore, the Consultant shall assume all legal and financial responsibility for taxes,
FICA, employee fringe benefits, workers' compensation, employee insurance, minimum wage requirements,
overtime, etc., and agrees to indemnify, save, and hold Central San and MVSD, their officers, agents, and
employees, harmless from and against, any and all loss, cost (including attorneys' fees), and damage of any
kind related to such.
8.3 Conflict of Interest. The Consultant shall warrant that no official or employee of Central San or MVSD has an
interest, has been employed or retained to solicit or aid in the procuring of the resulting contract, nor that any
such person will be employed in the performance of such contract without immediate divulgence of such fact.
Consultants submitting a proposal in response to this RFP must disclose any actual, apparent, direct, indirect, or
potential conflicts of interest that may exist with respect to the Consultant or management or employees
relative to the services to be provided. Conflict of interest issues may require consultation with legal counsel.
If a consultant has no conflicts of interest, a statement to that effect must be included in the proposal. Violation
of this section shall be a material breach of the contract entitling Central San and/or MVSD to any remedies by
law or in equity.
8.4 Undue Influence. The Consultant shall warrant via an executed Proposer's Certification (Attachment A) that
no undue influence or pressure is used against or in concert with any officer or employee of Central San or
MVSD in connection with the award or terms of the contract that will be executed as a result of this RFP,
including any method of coercion, confidential financial arrangement or financial inducement. No officer or
employee of Central San or MVSD shall receive compensation, directly or indirectly, from the Consultant, or
from any officer, employee, or agent of the Consultant, in connection with the award of the contract or any
work to be conducted as a result of this RFP. Violation of this section shall be a material breach of the contract
entitling Central San and/or MVSD to any and all remedies by law or in equity.
8.5 Non -Collusion. Consultants submitting proposals shall warrant via an executed Proposer's Certification
(Attachment A) that their offer is made without any previous understanding, agreement or connection with
any person, firm or corporation submitting a separate proposal for the same project and is in all respects fair,
without outside control, collusion, fraud or otherwise illegal action. This condition shall not apply to proposals
which are submitted by firms who have partnered with others to submit a cooperative proposal that clearly
identifies a primary Consultant and the associated sub -consultants or sub -contractors. Proposers shall also
submit a properly completed and executed Non -collusion Declaration (Attachment B).
8.6 Indemnification & Insurance Requirements. Central San's standard indemnification and insurance
requirements are provided in the sample contract, included in Attachment C. All costs of complying with the
insurance requirements shall be as included in your pricing. The selected Consultant shall provide complete
and valid insurance certificates within ten (10) days of the written request. Failure to provide the documents
4863-8038-2107 vl Page 12
February 1, 2024 Regular Board Meeting Agenda Packet - Page 60 of 130
Page 25 of 47
within the time stated may result in rejection of the Consultant's proposal. If a Consultant takes exception to
the indemnification and insurance requirements, then the nature and scope of the proposed exceptions may
negatively affect the evaluation of that Consultant's submittal and the determination of whether it is possible to
successfully negotiate a contract with that Consultant. Submitting exceptions are at the Consultant's own risk.
8.7 Cost of Preparing Proposal. Neither Central San nor MVSD shall pay any costs incurred by any Consultant
in preparing or submitting a proposal in response to this RFP.
8.8 Proposals Property of Central San and MVSD. All documents or materials submitted with or in
conjunction with any proposal, including but not limited to electronic files, shall become the property of
Central San and MVSD after the proposal submission deadline. No submission documents will be returned.
During negotiations, the scope of services may be amended by Central San and/or MVSD and negotiated based
upon ideas provided by other proposers or any other source.
8.9 Proposals are Public Records. All proposals submitted are subject to the public disclosure requirements
under the laws of the State of California, unless Central San or MVSD identifies and exercises a right or
obligation to exempt any record from public disclosure. However, proposals will not be disclosed until
negotiations are complete and a recommendation for selection and award is made.
8.10 Protests.
(a) Protest Requirements
1) Any proposer who is aggrieved in connection with the solicitation or award of a contract may file a protest
with Central San's Secretary of the District. The protest must be received in writing within seven (7) calendar
days after such aggrieved proposer 1) knows or should have known of the facts giving rise thereto or 2) the
date of the notice of intent to award, whichever is sooner. In no event shall a protest be allowed after an
award has been made. If the seventh calendar day falls on a weekend or holiday, the protesting party may
submit the protest prior to close of business on the first business day following such weekend or holiday.
Failure to submit a timely protest shall bar consideration of a protest.
(b) Grounds for Protest
1) The alleged grounds for protest shall be limited to the following: (a) computation errors,
(b) violations of local, state, or federal law, or (c) The District's failure to follow the procedures specified in this
Policy.
(c) The protest shall state all grounds claimed for the protest and include supporting documentation. Failure to
clearly state the grounds for the protest and provide supporting documentation shall be deemed a waiver of all
protest rights.
(d) Stay of Action During a Protest
In the event a protest is filed under Section 8.0, Central San shall not proceed further with the award of the
contract until the protest is resolved. The Central San Board would hear and decide upon any protest. Prior to
making a final decision on a protest, the Central San Board will notify and solicit the input of the Mt. View
Board.
8.11 Rejection of RFP. Central San reserves the right to reject any or all proposals, to waive defects or
irregularities in any proposal or in the RFP process, and to offer to negotiate or contract with any Consultant in
response to any RFP. This RFP does not constitute any form of offer to contract.
8.12 Multiple Award. Central San reserves the right to award the contract to multiple Consultants when applicable.
8.13 Increasing/Decreasing Portions of RFP. Central San and MVSD reserve the right to increase or decrease the
4863-8038-2107 vl Page 13
February 1, 2024 Regular Board Meeting Agenda Packet - Page 61 of 130
Page 26 of 47
amount of any portions of the work represented in the RFP and/or to omit portions of said work, as may be
deemed necessary.
8.14 Rejection as Non -Responsive. Proposals maybe rejected as non -responsive at The joint discretion of Central
San and MVSD if there are alterations of form, the proposal is conditional or the proposal is incomplete.
8.15 Modifying RFP. Central San and MVSD reserve the right to modify any portion of, or to postpone or cancel
this RFP at any time, and/or reject any and all submissions without indicating any reason.
8.16 If no proposal is accepted, Central San and MVSD may elect to have the services performed in some other
manner.
8.17 Rejecting Team Members, Firms or Sub -consultants. Central San and MVSD reserve the right to reject
individual team members, firms, sub -consultants or sub -contractors and request substitution prior to contract
award.
8.18 Local Business, Small Business, Minority and Women Owned Business. Although no preferences will be
ig ven, Central San and MVSD highly encourage submission of proposals by local businesses, by small
business owners, and by minority and women -owned businesses.
8.19 Withdrawal of Proposals. Proposals may be withdrawn prior to the date and time specified for proposal
submission with a formal written notice by an authorized representative of the proposer delivered to Central
San's Secretary of the District. Proposals submitted will become property of Central San and MVSD after
the proposal submission deadline. Proposals may not be withdrawn for ninety (90) days after the due date
unless another contract with another Consultant prior to the expiration of that (90) day period.
8.20 Prohibited Transmittals. No telephone or facsimile proposals will be accepted. If a photocopy is submitted,
the proposal must be signed in ink.
8.21 Proposal Postponement and Amendment. Central San and MVSD reserve the right to revise or amend the
RFP or specifications up to the time set for opening of the proposals. Such revisions and amendments, if any,
shall be announced by amendments to this RFP through Central San's web site. Copies of such amendments
shall be furnished to all prospective proposers. If revisions and amendments require changes in quantities,
prices or scope of services, the date set for opening of the proposals may be postponed by such number of days
as in the opinion of Central San and MVSD shall enable proposers to revise their proposals. Proposals which
fail to acknowledge a substantive addendum to the RFP, as determined by Central San Attorney's Office, on
Central San supplied addendum form maybe rejected as non -responsive. Any revisions or amendments to the
RFP will become incorporated into any contract awarded pursuant to the RFP.
8.22 Proprietary Information. Proposers submitting a proposal in response to this RFP must provide a statement
that nothing contained in the submitted proposal will be proprietary. (Section 10.0) However, if a proposer
desires to claim a privilege against public disclosure for a trade secret or other proprietary information, such
information must be submitted with the proposal in a separate envelope marked "confidential." Central San
Attorney's Office will determine if the information is in fact proprietary, based on state and federal law. Note
that under California law, a price proposal to a public agency is not a trade secret. The Consultant shall defend,
indemnify and hold harmless Central San and MVSD regarding any claim by any third party for the public
disclosure of the "confidential" portion of the proposal.
8.23 Right to Request Additional Information. During the evaluation process, Central San and MVSD reserve
the right, where it may serve their best interests, to request additional information and clarifications from
proposers. Such information will be requested in writing to the specific proposer. This information will
become a part of the original proposal submitted by the specific proposer and will be used in evaluating the
proposal and will not be shared with other proposers during the evaluation and negotiation process.
4863-8038-2107 vl Page 14
February 1, 2024 Regular Board Meeting Agenda Packet - Page 62 of 130
Page 27 of 47
8.24 Modification of Proposals. Modification of a proposal already received will be considered only if the
modification is received prior to the deadline date for receiving proposals. All modifications shall be made in
writing, executed, and submitted in the same form and manner as the original proposal.
8.25 Non -Discrimination. Central San and MVSD maintains various policies related to contractual service
providers. Among these is an anti -discrimination policy, which requires that contractors not discriminate in
hiring on the basis of gender, race, religion, sexual orientation, medical condition, and all other categories
protected by law. Upon acceptance of a proposal, Central San and MVSD may request that the selected
Consultant sign a statement affirming its compliance with this policy.
8.26 No Assignment or Modifications. This awarded contract is to be binding on the successors and assigns of the
parties hereto. The services called for herein are deemed unique and except as provided herein Consultant shall
not assign, transfer, subcontract, or otherwise substitute its interest in the agreement or any of its obligations
herein without the written consent of Central San. The Agreement may be modified only by a written
amendment signed by the parties.
8.27 Bankruptcy. Upon filing for any bankruptcy or insolvency proceeding whether voluntary or involuntary, or
upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Consultant must notify
Central San and MVSD immediately. Upon learning the actions herein identified, Central San and MVSD
reserve the right, at their sole discretion, to cancel the contract.
8.28 Debarment. Consultant certifies that Consultant, its employees, directors, officers, agents, subconsultants,
vendors, consultants, and volunteers are not presently debarred, excluded, suspended, declared ineligible,
voluntarily excluded, or proposed for debarment, exclusion, suspension or ineligibility by any federal, state, or
local department or agency.
8.29 Prevailing Wages. Pursuant to the 2021 Kaanaana vs. Barrett Business Services California Supreme Court
ruling (Kaanaana), the breadth of prevailing wage classifications was significantly broadened for utility and
other special districts in California. At the time of this RFP release, staff has taken the position that the
services requested under this RFP are considered professional services and exempt from prevailing wage rules
specified in the Kaanaana case. However, if any personnel of Consultant a subconsultant of the Consultant
performs work under this agreement for which a general prevailing wage has been determined by the Director
of the Department of Industrial Relations, the Consultant or its subconsultant shall pay the prevailing wage for
such work and shall comply with all applicable provisions of the California Labor Code Section relating to
public works (Section 1720 et. seq.). Copies of such wage rates, if available, are on file at Central San's
principal office. For questions regarding this section, Proposer should visit www.dir.ca.gov/oprl/pwd/index.htm
or call the California Department of Industrial Relations at (415) 703-4774.
4863-8038-2107 vl
Page 15
February 1, 2024 Regular Board Meeting Agenda Packet - Page 63 of 130
Page 28 of 47
Attachment A
PROPOSER'S
CERTIFICATION
I hereby propose to furnish the goods or services specified in the RFP. I agree that my proposal will
remain firm for a period of up to ninety (90) days to allow Central San and MVSD adequate time to
evaluate the qualifications submitted.
I have carefully examined the Request for Proposals and any other documents accompanying or
made a part of this RFP. The information contained in this proposal is true and correct to the best of
my knowledge and is signed under penalty of perjury under the laws of the State of California. I
further certify that I am duly authorized to submit this proposal on behalf of the firm as its authorized
agent and that the firm is ready, willing and able to perform if awarded the contract.
I further certify that this proposal is made without prior understanding, agreement, connection,
discussion, or conspiracy with any other person, firm or corporation submitting a proposal for the
same product or service; that this proposal is fair and made without outside control, collusion, fraud
or illegal action; that no officer, employee or agent of Central San, MVSD, or any other proposer is
financially interested in said proposal; that no undue influence or pressure was used against or in
concert with any officer, employee or agent of Central San or MVSD in connection with the award
or terms of the contract that will be executed as a result of this RFP; and that the undersigned
executed this Proposer's Certification with full knowledge and understanding of the matters therein
contained and was duly authorized to do so.
NAME OF BUSINESS
SIGNATURE
NAME & TITLE, TYPED OR PRINTED
MAILING ADDRESS
TELEPHONE NUMBER
EMAIL
Type of Organization:
Sole Proprietorship Corporation State of Incorporation
Partnership Limited Liability Company
4863-8038-2107 vl Page 16 of 35
February 1, 2024 Regular Board Meeting Agenda Packet - Page 64 of 130
Page 29 of 47
Attachment B
NON -COLLUSION
DECLARATION
4863-8038-2107 v1
February 1, 2024 Regular Board Meeting Agenda Packet - Page 65 of 130
Page 30 of 47
Attachment C
PROFESSIONAL
SERVICES
AGREEMENT -
TEMPLATE
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 66 of 130
Page 31 of 47
110ENTRAL SAN
www.centralsan.org
ROGER S. BAILEY
General Manager
KATIE YOUNG
Secretary of the District
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN
CENTRAL CONTRA COSTA SANITARY DISTRICT
AND
AGREEMENT NO.
THIS AGREEMENT is made this day of , 2024, by and
between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez,
California, hereinafter called the "DISTRICT," and (Address) hereinafter called
"CONSULTANT."
WITNESSETH:
WHEREAS, the DISTRICT desires to contract with CONSULTANT to provide professional
consulting services necessary in connection with the ;and
WHEREAS, the CONSULTANT is willing, and holds itself capable and qualified to contract with
the DISTRICT to provide such professional consulting services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and the
faithful performance of the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE 1 ENGAGEMENT OF CONSULTANT AND AUTHORIZATION TO PROCEED
1.1 The DISTRICT hereby engages CONSULTANT who hereby accepts the engagement to
perform certain professional consulting services, namely, (describe assignment)
(See Exhibit A.)(Professional consulting services to be performed in connection with said
piece of work shall hereinafter be referred to as "Assignment.")
4863-8038-2107 vl
Page 19 of 35
February 1, 2024 Regular Board Meeting Agenda Packet - Page 67 of 130
Page 32 of 47
1.2 The date of entering the Agreement and the engagement of CONSULTANT will be the
date set forth on page 1 which is the date the signature of the second party to the
Agreement is obtained. The engagement of CONSULTANT shall continue until
If the engagement of CONSULTANT is not extended by mutual written consent of the
DISTRICT and CONSULTANT, then this Agreement shall be terminated on the date set
forth above, provided that CONSULTANT shall not be relieved of any of the obligations
or covenants contained in this Agreement until the tasks provided for within the scope of
work have been completed.
1.3 It is further provided that the obligations or covenants contained in Articles 6.6, 6.9, 6.10,
6.12, 6.15, and 6.18 shall continue in full force and effect after termination of this
Agreement due to completion or pursuant to Article 6.8.
1.4 Authorization for CONSULTANT to proceed will be granted in writing by the DISTRICT
as soon as both parties sign the Agreement and applicable insurance documents are
received and are accepted by the DISTRICT. Under no circumstances is CONSULTANT
authorized to begin work unless and until CONSULTANT has complied with the insurance
provisions of Article 6.3.
1.5 It is expressly understood between the parties hereto that no employee/employer or
agency relationship is intended, the relationship of CONSULTANT to the DISTRICT being
that of an independent contractor. CONSULTANT shall determine the method, details
and means of performing the work and services to be provided by it under this Agreement.
CONSULTANT shall be responsible to the DISTRICT only for the requirements and
results specified in this Agreement and, except as expressly provided in this Agreement,
shall not be subjected to the DISTRICT's control with respect to the physical action or
activities of CONSULTANT in fulfilling this Agreement. CONSULTANT has sole control
over the manner and means of performing the services and work under this Agreement.
If necessary, CONSULTANT has the responsibility for employing other persons or firms
to assist Consultant in fulfilling the terms and obligations under this Agreement, subject
to the terms of this Agreement. The DISTRICT will not be required to make any payroll
deductions or provide Workers' Compensation Insurance coverage or health benefits to
CONSULTANT.
ARTICLE 2 SERVICES OF CONSULTANT
2.1 The scope of professional services included in this Agreement are described in the
Scope(s) of Work, and shall, where not specifically addressed, include all services
ordinarily provided by a professional engineering firm under same or similar
circumstances.
2.2 CONSULTANT hereby warrants that CONSULTANT and all of said CONSULTANT's
employees and subconsultants hold, have obtained, and shall continue to maintain during
the course of this Agreement, all professional licenses or other statutorily mandated
certifications requisite to the performance of the work set forth in the Scope(s) of Work,
as may be required by federal, state, and/or local laws, regulations and ordinances, if any.
Failure of CONSULTANT, its employees and subconsultants, to obtain and/or maintain
in good standing such licenses or certificates shall constitute a breach of this Agreement
and shall provide grounds for the immediate termination of this Agreement.
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 68 of 130
Page 33 of 47
ARTICLE 3 RESPONSIBILITIES OF THE DISTRICT AND OF CONSULTANT
3.1 The DISTRICT, without cost to CONSULTANT, will provide all pertinent information
reasonably available to it which is necessary for performance by CONSULTANT under
this Agreement, including pertinent previous plans, reports and data. The DISTRICT
does not guarantee or ensure the accuracy of any reports, information, and/or data so
provided. To the extent that any reports, information, and/or other data so provided was
supplied to the DISTRICT by person or persons not employees of the DISTRICT, any
liability resulting from inaccuracies and/or omissions contained in said reports, information
or data shall be limited to liability on behalf of the party who prepared the information for
the DISTRICT or otherwise supplied that information, report or data to the DISTRICT.
3.2 The DISTRICT will designate as the person to act as the DISTRICT's
representative with respect to the Assignment to be performed under this Agreement.
Such person will have complete authority to transmit instructions, receive information, and
interpret and define the DISTRICT's policies and decisions pertinent to the work. In the
event the DISTRICT wishes to make a change in the DISTRICT's representative, the
DISTRICT will notify CONSULTANT of the change in writing.
3.3 CONSULTANT shall perform the Assignment in such a manner as to fully comply with all
applicable professional standards of care, including professional quality, technical
accuracy, timely completion, and the coordination of all designs, drawings, specifications,
surveys, software specific to the Assignment, systems, networks, maps, opinions,
recommendations, reports, and other services furnished and/or work undertaken by
CONSULTANT pursuant to this Agreement.
3.4 The DISTRICT's review of software, systems, networks, drawings, designs,
specifications, reports, opinions, recommendations and incidental consulting work or
materials furnished hereunder will not in any way relieve CONSULTANT of responsibility
for the professional and/or technical adequacy of its work. Neither the DISTRICT's
review, acceptance of, nor payment for, any of the services will be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement.
3.5 During the period of this Agreement, upon request by the DISTRICT, CONSULTANT,
shall provide information related to this Assignment that is reasonably necessary to assist
the DISTRICT in its coordination of the efforts of others performing services related to this
Assignment.
ARTICLE 4 COMPENSATION
4.1 The DISTRICT will pay CONSULTANT for work performed under this Agreement, which
can be verified by the DISTRICT, on the basis of the following:
4.1.1 HOURLY RATE WITH A COST CEILING
Compensation for consulting services performed under this Agreement
shall be determined on the basis of CONSULTANT's regular hourly rates
per CONSULTANT's Fee Schedule, attached as Exhibit B. The regular
hourly rates shall compensate CONSULTANT for the costs of all direct
4863-8038-2107 0
February 1, 2024 Regular Board Meeting Agenda Packet - Page 69 of 130
Page 34 of 47
labor, fringe benefits, indirect labor costs, overhead, and CONSULTANT's
profit. CONSULTANT's compensation also may include other non -labor
direct charges borne by CONSULTANT. Allowable non -labor direct
charges shall be billed at cost; however, outside consultant charges and
charges for subcontracts may be billed at cost plus a markup for
administrative costs if such markup is specifically provided for elsewhere
herein. For the purpose of determining payments to CONSULTANT
allowable non -labor direct charges shall be defined as follows:
(a) Allowable non -labor direct charges which may be billed at cost
include such typical expenses as cost of transportation and
subsistence, printing and reproduction, computer time and
programming costs, identifiable supplies, and charges by reviewing
authorities.
Reimbursement by the DISTRICT of lodging, meals, and incidentals
incurred by the CONSULTANT in the scope of the contract shall not
exceed the daily lodging rates (excluding taxes and fees) and meals
and incidentals rates established by the Federal General Services
Administration (GSA) for Central Contra Costa County (i.e., Walnut
Creek, Pleasant Hill, Martinez, etc.), as published on their website at
www.gsa.gov/perdiem.
(b) Other allowable non -labor direct charges may include outside
consultant charges and subconsultant's charges which have been
authorized by the DISTRICT under ARTICLE 6.2 of this Agreement.
Such consultant charges and subconsultant charges may include a
percent( %) markup for administrative costs associated
with the engagement of the outside consultant and/or subcontractor.
A firm cost ceiling has been established in ARTICLE 4.3 for the work and
such ceiling shall constitute the maximum payment for the scope(s) of work
and shall not be exceeded without prior written authorization of the
DISTRICT. In the event the scope of work is expanded or reduced by the
DISTRICT, the cost ceiling shall be subject to renegotiation, upward and
downward, to reflect the changes in services and their costs. The
adjustment to cost and times shall be done in accordance with the terms of
ARTICLE 6.4. In no event shall CONSULTANT be entitled to compensation
over and above the original amount where changes in the scope of work or
time for performance are necessitated by the negligence of CONSULTANT,
or any subcontractor performing under it.
CONSULTANT shall notify the DISTRICT when the costs incurred for the
total work approximate seventy-five percent (75%) of the cost ceiling. With
the notification, CONSULTANT shall indicate whether the sum of the current
costs incurred plus the estimated total cost to complete the task or tasks set
forth in the scope(s) of work will be greater or less than the cost ceiling.
Receipt by the DISTRICT of said notification that the cost for completion of
all tasks shall exceed the established cost ceiling will not constitute an
4863-8038-2107 0
February 1, 2024 Regular Board Meeting Agenda Packet - Page 70 of 130
Page 35 of 47
approval or authorization to increase the established cost ceiling or a waiver
of any rights which the DISTRICT may have under this Agreement.
4.2 MONTHLY PAYMENT TO CONSULTANT
Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of
an invoice setting forth the Agreement Number and the District's Project Manager, from
CONSULTANT, provided that all invoices are accompanied by cost documentation
determined to be sufficient by the DISTRICT to allow the determination of the
reasonableness or accuracy of said invoice. In the event that a payment dispute arises
between the parties, CONSULTANT shall provide to the DISTRICT full and complete
access to CONSULTANT's labor cost records and other direct cost data, and copies
thereof if requested by the DISTRICT.
HOURLY RATE WITH A COST CEILING
Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly
basis. Other direct charges as provided for in ARTICLE 4.1.1 shall be invoiced on a
monthly basis.
4.3 ESTIMATED CHARGES
The total estimated charges for all work under this Agreement is $ and such amount
is the cost ceiling as described herein.
4.4 COST OF REWORK
CONSULTANT shall, at no cost to the DISTRICT, prepare any necessary rework
occasioned by CONSULTANT's failure to provide the services specified in Article 2,
Services of Consultant, herein, in a satisfactory manner, due to any act or omission
attributable to CONSULTANT, or its agents, including subcontractors.
ARTICLE 5 COMPLETION SCHEDULE
5.1 The completion schedule for the assignment is as follows, with all times identified from
the date that this Agreement was entered into, and all number of days referring to
calendar days, unless otherwise noted:
Task
Task
5.2 It is expected that CONSULTANT's work shall be completed in accordance with the above
schedule. Time is of the essence for this Agreement.
5.3 In the event that a dispute arises between CONSULTANT and the DISTRICT relating to
any work CONSULTANT is to perform hereunder, CONSULTANT shall notify the
DISTRICT, in writing, of said dispute within five (5) calendar days of CONSULTANT's
realization of the events and/or conditions giving rise to said dispute. In any event,
CONSULTANT shall continue its work throughout the course of any dispute, and
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 71 of 130
Page 36 of 47
CONSULTANT's failure to continue its work during a dispute shall be a material breach
of this Agreement.
5.4 The parties hereto agree to immediately and diligently proceed with their respective duties
as set forth herein so that the Assignment will be completed satisfactorily within the
shortest reasonable time.
ARTICLE 6 GENERAL PROVISIONS
6.1 SCOPE OF AGREEMENT
This writing constitutes the entire Agreement between the parties relative to professional
consulting services to be provided hereunder and no modification hereof shall be effective
unless and until such modification is evidenced by a writing signed by both parties to this
Agreement.
6.2 SUBCONSULTANTS AND OUTSIDE CONSULTANTS
No subcontract shall be awarded or an outside consultant engaged by CONSULTANT
unless prior written approval is obtained from the DISTRICT. No additional approval shall
be required for subcontracting with or engagement of any outside consultant set forth in
an exhibit to this Agreement (Exhibit ).
6.3 INSURANCE
6.3.1 CONSULTANT shall, at its own expense, procure and maintain the types of
insurance with the specified terms and conditions as detailed in Exhibit —
Insurance Requirements. Coverage must be in place for the duration of the work
and the warranty period. Failure by CONSULTANT to maintain the types of
insurance required hereunder during the duration of the work and warranty period
shall constitute a material breach of this Agreement.
6.3.2 CONSULTANT shall require and verify that any subcontractors maintain insurance
meeting all the requirements stated herein, and CONSULTANT shall ensure that
DISTRICT is named as an additional insured on insurance required from
subcontractors.
6.3.3 Failure by CONSULTANT to maintain the types of insurance required hereunder
or to require subcontractors to maintain the types of insurance required herein
during the duration of the work and warranty period shall constitute a material
breach of this Agreement.
6.4 CHANGES IN SCOPE OR TIME
If the DISTRICT requests a change in the scope of work or time of completion by either
adding to or deleting from the original scope or time of completion, an equitable
adjustment shall be made and this Agreement shall be modified in writing accordingly.
CONSULTANT must assert any claim for adjustment under this clause in writing within
thirty (30) calendar days from the date of receipt from the DISTRICT of the notification of
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 72 of 130
Page 37 of 47
change unless the DISTRICT grants a further period of time for asserting of claim before
the date of final payment under this Agreement.
If circumstances or conditions (including but not limited to project delays) arise such that
CONSULTANT believes work requested under the original scope or time of completion
cannot be completed within the firm cost ceiling referred to in Section 4.1.1 and Section
4.3, OR CONSULTANT has received requests for services that in CONSULTANT's view
are not within the original scope and for which the DISTRICT has not yet made a formal
change to the Agreement, CONSULTANT shall timely initiate a request for revision to this
AGREEMENT notifying BOTH the specified DISTRICT PROJECT MANAGER and to the
DISTRICT'S REPRESENTATIVE. Upon such request, CONSULTANT and DISTRICT
representatives will meet to clarify expectations that may result in (1) amendments to the
Agreement (including the issuance of a revised or new TASK ORDER), or (2)
concurrence that the Agreement does not require changes; or (3) further escalation
including involvement of higher authorities at each entity to avoid later disputes or
damages to the PARTIES.
6.5 NOTICES
All notices to either party by the other shall be made in writing and delivered or mailed to
such party at their respective addresses as follows, or to other such address as either
party may designate, and said notices shall be deemed to have been made when
delivered or five (5) days after mailing.
To the District:
CENTRAL CONTRA COSTA SANITARY DISTRICT
5019 Imhoff Place
Martinez, CA 94553
Attention:
Agreement No.
Telephone:
The District's Project Manager for this work is
To Consultant:
NAME OF BUSINESS
Address
City, State, Zip
Attention:
Telephone:
6.6 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND NOTES
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 73 of 130
Page 38 of 47
6.6.1 All rights, title, royalties, and interest to all work product of CONSULTANT
resulting from its performance under this Agreement, including software,
systems, networks, drawings and specifications, data, reports, estimates,
opinions, recommendations, summaries, and any other such information
and materials as may be accumulated by CONSULTANT in performing
work under this Agreement, whether complete or in progress, shall be
vested in the DISTRICT, and none shall be revealed, disseminated, or
made available by CONSULTANT to others without prior consent of the
DISTRICT. If this Agreement is canceled in accordance with Article 6.8
CONSULTANT shall deliver such documents within two weeks of
cancellation.
6.6.2 All dealings of the parties under this Agreement shall be confidential and no
report, data, information, or communication developed, prepared, or
assembled by CONSULTANT under this Agreement shall be revealed,
disseminated, or made available by CONSULTANT to any person or
organization other than the DISTRICT without the prior written consent of
the DISTRICT.
6.6.3 CONSULTANT shall immediately notify DISTRICT in writing of any
California Public Records Act request, subpoena, or other demand for
inspection or production requiring CONSULTANT to produce or disclose
confidential, proprietary, private or other documents and things
CONSULTANT has in its possession, custody and/or control due or relating
to work performed hereunder or this agreement, generally.
6.6.4 It is understood that CONSULTANT's work product is prepared for the
specific assignment at hand. Any reuse of said work products by the
DISTRICT for an application other than reasonably contemplated by the
Assignment will be at the DISTRICT's own risk. Any use by the DISTRICT
of incomplete software, systems, drawings, specifications, or other related
materials without the express written authorization of CONSULTANT will
also be at the DISTRICT's own risk.
6.7 CONSULTANT'S ASSIGNED PERSONNEL
CONSULTANT designates to have immediate responsibility for the performance
of the Assignment and for all matters relating to performance under this Agreement.
CONSULTANT designates the following persons for the indicated functions:
Substitution of any of these assigned personnel shall require the prior written approval of
the DISTRICT. If the DISTRICT determines that a proposed substitution is not
acceptable, then, at the request of the DISTRICT, CONSULTANT shall substitute with a
person acceptable to the DISTRICT.
6.8 TERMINATION
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 74 of 130
Page 39 of 47
6.8.1 Termination for Cause. Either party may terminate this Agreement for
cause, in whole or in part, if the other party fails to fulfill its obligations under
this Agreement through no fault of the terminating party. However, no such
termination for cause may be effected unless the other party is given: (1)
not less than ten (10) calendar days' written notice (delivered by Certified
Mail, return receipt requested) of the intent to terminate, and (2) an
opportunity for consultation with the terminating party before termination.
6.8.2 If the DISTRICT terminates this Agreement pursuant to Article 6.8.1 above,
nothing set forth in this Article is intended to require the DISTRICT to
compensate CONSULTANT for any services which may be claimed to have
been provided or be in progress, and the DISTRICT reasonably concludes
that further compensation is unwarranted.
6.8.3 Termination for Convenience. The DISTRICT may terminate this
Agreement, in whole or in part, whether or not CONSULTANT has failed to
fulfill its obligations, if the DISTRICT has a reasonable basis for termination
(such as major changes in the assignment requirements, cancellation of the
assignment, loss of outside funding, or failure of the Board of Directors to
authorize funding in subsequent fiscal years.) CONSULTANT will be given:
(1) not less than ten (10) calendar days' written notice (delivered by Certified
Mail, return receipt requested) of intent to terminate, and (2) an opportunity
for consultation with the DISTRICT before termination.
6.8.4 Upon receipt of a termination notice, CONSULTANT shall: (1) promptly
discontinue all services affected (unless the notice directs otherwise), and
(2) deliver within two weeks or otherwise make available to the DISTRICT
all software, systems, networks, data, drawings, specifications, reports,
estimates, summaries, recommendations, and such other information and
materials as CONSULTANT may have accumulated in performing this
Agreement, whether completed or in process.
6.8.5 Upon termination under Article 6.8.3, the sole right and remedy of
CONSULTANT shall be to receive payment for all amounts due and not
previously paid to CONSULTANT for services completed or in progress in
accordance with the Agreement prior to such date of termination and for
services thereafter completed at the request of the DISTRICT and any other
reasonable cost incidental to such termination of services. Such payments
available to CONSULTANT under this paragraph shall not include costs
related to lost profit associated with the expected completion of the work or
other such payments relating to the benefit of the bargain.
6.8.6 In the event DISTRICT terminates the services of CONSULTANT for cause,
and it is later determined that no just cause existed for such termination, the
termination for cause shall automatically be converted to a Termination for
Convenience.
6.9 REMEDIES
4863-8038-2107 v1
February 1, 2024 Regular Board Meeting Agenda Packet - Page 75 of 130
Page 40 of 47
Nothing in the Agreement or the attachments and/or exhibits incorporated herein shall
operate to confer rights or benefits on persons or entities not party to the Agreement. In
the event that either the DISTRICT or CONSULTANT brings an action or proceedings for
damages for an alleged breach of any provision of this Agreement, the prevailing party
will be entitled to recover as part of such action or proceeding, all litigation and collection
expenses, including witness fees, court costs, and reasonable attorneys' fees. Subject
to an agreement, in writing signed by both parties, to arbitrate prior to the initiation of any
litigation relating to claims by either party arising hereunder, any action to enforce any
terms herein shall by initiated in the Superior Court of the County of Contra Costa. If
arbitration is agreed to in writing signed by both parties, said arbitration will be conducted
pursuant to the American Arbitration Association's Commercial Arbitration Rules and
Mediation Procedures (or, if this Agreement pertains to a construction project, the
American Arbitration Association's Construction Rules and Mediation Procedures).
6.10 INDEMNITY
6.10.1 CONSULTANT shall indemnify, hold harmless and assume the defense of,
in any actions at law or in equity, the DISTRICT, its officers, employees,
agents, and elected and appointed boards, from all claims, losses, damage,
including property damage, personal injury, including death, and liability of
every kind, nature and description, arising out of or in any way connected
with the negligent acts, errors or omissions, or the willful misconduct of
CONSULTANT or any person directly or indirectly employed by, or acting
as agent for, CONSULTANT, directly or indirectly related to the provision of
any professional services provided hereunder, but not including the sole or
active negligence, or the willful misconduct of the DISTRICT. This
indemnification shall extend to claims, losses, damage, injury and liability
for injuries occurring after the completion of the aforesaid operations, arising
from CONSULTANT's work.
CONSULTANTs meeting the definition of a design professional, per CA
Civil Code 2782.8(c)2, shall indemnify, hold harmless, and defend the
District, its officers, directors, employees, representatives, agents, and
elected and appointed boards, and each of them, from and against any and
all claims, demands, costs, or liability that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the CONSULTANT.
Submission of insurance certificates or submission of other proof of
compliance with the insurance requirements does not relieve
CONSULTANT from liability under this indemnification and hold harmless
clause. The obligations of this indemnity article shall apply whether or not
such insurance policies shall have been determined to be applicable to any
of such damages or claims for damages.
6.10.2 The DISTRICT does not authorize the impermissible use of any patent or
the reproduction of any copyrighted material by CONSULTANT which
exceeds "fair use" in the performance of this Agreement. CONSULTANT is
solely responsible for any such infringement.
CONSULTANT shall indemnify the DISTRICT against and save it harmless
from any and all losses, damage, costs, expenses, and attorneys' fees
4863-8038-2107 v1
February 1, 2024 Regular Board Meeting Agenda Packet - Page 76 of 130
Page 41 of 47
suffered or incurred as a result of or in connection with any claims or actions
based upon infringement or alleged infringement of any patent, copyright,
or trade secret, and arising out of the use of the equipment or materials
utilized to perform under this Agreement or specified by or procured by
CONSULTANT, or out of the processes or actions employed by, or on
behalf of, CONSULTANT in connection with the performance of this
Agreement.
6.10.3 CONSULTANT shall also indemnify the DISTRICT against and save it
harmless from any and all loss, damage, costs, expenses, and attorneys'
fees suffered or incurred on account of any breach by CONSULTANT, or
its employees, agents, or subcontractors, of the aforesaid obligations and
covenants, and any other provisions or covenant of this Agreement.
6.10.4 CONSULTANT shall place in its agreements with subconsultants, if any,
and cause said subconsultants to agree to the indemnification and
insurance provisions in this Agreement in favor of the DISTRICT and its
officers, employees, agents and elected and appointed boards in the exact
form and substance as those contained in this Agreement.
6.11 SAFETY
CONSULTANT shall perform the work in full compliance with applicable local, state, and
federal safety requirements including but not limited to Occupational Safety and Health
Administration requirements, and shall assume sole and complete responsibility during
the course of completion of the assignment for job site safety of CONSULTANT's
employees and subcontractor's employees and their property, applicable at all times, and
not limited to normal working hours. Nothing in this Article requires CONSULTANT to be
responsible for job site safety of the DISTRICT's property or the DISTRICT's personnel
or the property or personnel of any third parties over which CONSULTANT has no
authority or control.
6.12 EXAMINATION OF RECORDS
CONSULTANT shall prepare and maintain all writings, documents and records prepared
or compiled in connection with the performance of this Agreement for a minimum of four
(4) years from the termination or completion of this Agreement. This includes any
handwriting, typewriting, printing, photo static, photographing and every other means of
recording upon any tangible thing, any form of communication or representation including
letters, words, pictures, sounds or symbols or any combination thereof. CONSULTANT
agrees that the DISTRICT will have access to and the right to examine any directly
pertinent books, documents, papers, and records of any and all the transactions relating
to this Agreement at any time after the inception of this Agreement upon reasonable
notice.
6.13 TERMS
No alteration or variation of the terms of this Agreement shall be valid unless made in
writing and signed by the parties hereto. No oral understanding or agreement not
incorporated herein will be binding on any of the parties hereto.
4863-8038-2107 v1
February 1, 2024 Regular Board Meeting Agenda Packet - Page 77 of 130
Page 42 of 47
6.14 ASSIGNMENT
CONSULTANT shall not assign any rights or duties or transfer its interest in this
Agreement to a third party without prior written consent of the DISTRICT.
6.15 GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.
6.16 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAW
CONSULTANT shall at all times observe all applicable provisions of federal, state, and
local law and regulations including, but not limited to, those related to equal opportunity
employment.
6.17 HEADINGS
Article headings in this Agreement are for convenience only and are not intended to be
used in interpreting or construing the terms, covenants, and conditions of this Agreement.
'.*NRom U_1:i9/_101►1%11I971VA
If any term, covenant, condition, or provision of this Agreement is found by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect, and shall in no way be affected,
impaired, or invalidated thereby.
6.19 AUTHORIZATION
Both the DISTRICT and CONSULTANT do covenant that each individual executing this
document by and on behalf of each party is a person duly authorized to execute contracts
for that party.
6.20 REPORTING REQUIREMENTS
If CONSULTANT is an individual or sole proprietor, CONSULTANT must furnish its Social
Security Number (SSN). If CONSULTANT is a corporation or partnership,
CONSULTANT must furnish its Federal Employer Identification Number (FEIN).
CONSULTANT shall complete the Taxpayer I.D. Number section below.
6.21 NONDISCRIMINATION
During performance of this Agreement, CONSULTANT and its officers, employees,
agents, representatives or subcontractors shall not unlawfully discriminate in violation of
any federal, state or local law, rule or regulation against any employee, applicant for
employment or person receiving services under this Agreement because of race, religion,
color, national origin, ancestry, physical or mental handicap, medical condition (including
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 78 of 130
Page 43 of 47
genetic characteristics), marital status, age, political affiliation, sexual orientation, or sex.
Consultant and its officers, employees, agents, representatives or subcontractors shall
comply with all applicable Federal, State and local laws and regulations related to non-
discrimination and equal opportunity, including without limitation the DISTRICT's
nondiscrimination policy; the Fair Employment and Housing Act (Government Code
sections 12900 et seq.); California Labor Code sections 1101, 1102 and 1102.1; the
Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations
promulgated in the California Code of Regulations or the Code of Federal Regulations.
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 79 of 130
Page 44 of 47
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day
and year first above written.
INSERT COMPANY NAME
By:
Name Printed:
Title:
Date:
CENTRAL CONTRA COSTA SANITARY DISTRICT
Az
Jennifer Woodhall
Contracts and Procurement Specialist II
Date:
4863-8038-2107 0
February 1, 2024 Regular Board Meeting Agenda Packet - Page 80 of 130
Page 45 of 47
INSURANCE REQUIREMENTS
CONSULTANT shall, at its own expense, procure and maintain the following types of
insurance with the specified terms and conditions as detailed below. Coverage must be in
place for the duration of the work and the warranty period.
1)
WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE
a. Workers' Compensation Insurance shall be provided as required by law.
b. Employers Liability Insurance shall be provided in amounts not less than
$1,000,000 each accident for bodily injury by accident, $1,000,000 policy limit for
bodily injury by disease, and $1,000,000 each employee for bodily injury by
disease.
c. The insurer shall waive all rights of subrogation against the DISTRICT, its
officers, directors, and employees.
d. If there is any risk of injury to CONSULTANT's employees under the U.S.
Longshoremen's and Harbor Workers' Compensation Act, the Jones Act or under
other laws, regulations or statutes applicable to maritime employees, coverage
shall be included for such injuries or claims.
2) COMMERCIAL GENERAL LIABILITY INSURANCE
a. CONSULTANT shall maintain General Liability Insurance in any combination of
primary, excess or umbrella insurance, covering all operations by or on behalf of
CONSULTANT.
b. The policy shall be at least as broad as Insurance Services Office (ISO) form CG 00
01 providing coverage on an `occurrence' basis and include products and completed
operations, property damage and bodily injury and personal and advertising injury
with limits no less than $2,000,000 per occurrence.
c. If a general aggregate applies, either the general aggregate shall apply separately to
this project (ISO CG 25 03) or location (ISO CG 25 04) or the general aggregate limit
shall be twice the required occurrence limit.
d. The DISTRICT, its officers, directors and employees shall be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations
performed by or on behalf of CONSULTANT, including materials, parts or equipment
furnished in connection with such work or operations. Coverage can be provided
either as a policy provision or via endorsement providing coverage at least as broad
as ISO form CG 2010 11/85 or via one of the following: ISO forms CG 20 10 (07/04),
CG 20 26 (07/04), CG 20 33 (07/04) or CG 20 38 (07/04) and CG 20 37 (07/04).
e. For any claims related to this agreement, the CONSULTANT's insurance coverage
shall be primary insurance coverage at least as broad as ISO CG 20 01 (04/13) as
respects the DISTRICT, its officers, directors and employees. Any insurance or self-
4863-8038-2107 v1
February 1, 2024 Regular Board Meeting Agenda Packet - Page 81 of 130
Page 46 of 47
insurance maintained by the DISTRICT shall be excess of the CONSULTANT's
insurance and shall not contribute with it.
3) AUTO LIABILITY INSURANCE
CONSULTANT shall maintain Automobile Liability Insurance in any combination of
primary, excess or umbrella insurance.
a. The policy shall offer coverage at least as broad as Insurance Services Office (ISO)
form CA 00 01 covering all vehicles used in performance of the work.
b. The policy shall provide limits not less than $1,000,000 per accident for bodily injury
and property damage.
4) PROFESSIONAL LIABILITY INSURANCE / ERRORS AND OMISSIONS
a. CONSULTANT shall provide insurance appropriate to the CONSULTANT's
profession
b. The policy shall provide limits not less than $2,000,000 per occurrence or claim.
5) OTHER PROVISIONS
The following provisions shall also apply:
a. Acceptable Insurers - Each required insurance policy shall be placed with insurance
companies licensed to do business in California that have been rated at least `A VI I' by
A. M. Best.
b. Notice of Cancellation - Each required insurance policy shall state, or be endorsed to
state, that coverage shall not be canceled or reduced without thirty (30) days' prior
written notice to the DISTRICT or (10) days' notice for cancellation for nonpayment of
premiums.
c. Waiver of Subrogation — CONSULTANT hereby grants to DISTRICT a waiver of any
right to subrogation which any insurer of CONSULTANT may acquire against the
DISTRICT by virtue of the payment of any loss under such insurance. CONSULTANT
agrees to obtain any endorsements that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the CONSULTANT
has received a waiver of subrogation endorsement from the insurer.
d. Self -Insured Retentions — Self -insured retentions must be declared to and approved
by the DISTRICT. The DISTRICT may require CONSULTANT to purchase coverage
with a lower retention or provide proof of ability to pay losses and related investigation,
claims administration and defense expenses within the retention. The coverage shall
provide, or be endorsed to provide, that the self -insured retention may be satisfied by
either the named insured or the DISTRICT.
e. Verification of Insurance Coverage — The DISTRICT utilizes the services of Ebix, Inc.
to confirm insurance compliance and to collect electronic copies of Certificates of
4863-8038-2107 vl
February 1, 2024 Regular Board Meeting Agenda Packet - Page 82 of 130
Page 47 of 47
Insurance. CONSULTANT shall submit all required information to Ebix, Inc with original
certificates and amendatory endorsements or copies of the applicable policy language
effecting coverage required herein. All certificates and endorsements shall be verified
by EBIX and accepted by the DISTRICT before work commences. The DISTRICT may
also require copies of Policy Declarations Pages and Schedules of Policy
Endorsements. CONSULTANT shall provide insurance documentation to
centralsan(a)_ebix.corr for processing.
Failure to obtain the required documents prior to the beginning of work shall not waive
CONSULTANT's obligation to provide them.
The DISTRICT reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required herein at any time.
f. Claims Made Policies - If any of the required insurance policies provide claims -made
coverage the following provisions shall also apply:
The Retroactive Date must be shown and must be before the date of the
agreement or the beginning of contracted work.
Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the contract of work.
iii. If coverage is cancelled or non -renewed and not replaced with another
claims -made policy for with a Retroactive Date prior to the agreement
effective date, CONSULTANT must purchase 'extended reporting' coverage
for a minimum of five (5) years after the completion of work.
g. Subcontractors - CONSULTANT shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein. CONSULTANT shall
ensure that the DISTRICT is included as an additional insured on insurance policies
required from subcontractors. Upon the DISTRICT's request, CONSULTANT shall
furnish copies of certificates and endorsements evidencing coverage for each
subcontractor.
h. Special Risks or Circumstances - The DISTRICT reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances.
Non-compliance - In the event CONSULTANT fails to comply with this Section, the
DISTRICT may take such action as the DISTRICT deems necessary to protect the
DISTRICT's interest. Such action may include but is not limited to termination of the
Contract, withholding of payments, or other actions as the DISTRICT deems
appropriate.
4863-8038-2107 0
February 1, 2024 Regular Board Meeting Agenda Packet - Page 83 of 130